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Untitled

Vebego International N.V.
of
Curaçao, Netherlands Antilles
Annual Accounts 2009
For publication
Voerendaal
20 April 2010
Contents
A
Report of the supervisory board
B
2009 Annual report for publication
Page
4
I Management Report
7
II Annual Accounts
Principles of financial accounting
12
Group balance sheet as of 31 December 2009 (before appropriation of the result)
21
Group profit and loss account for 2009
22
Overview of the total result 2009
23
Group cash flow statement for 2009
24
Notes to the group balance sheet
25
Notes to the group profit and loss account and other notes
32
Company balance sheet as of 31 December 2009 (before appropriation of the
result)
36
Company profit and loss account for 2009
37
Notes to the company balance sheet and the company profit and loss account
38
Notes to the separate items in the company balance sheet and the company profit
and loss account and other notes
39
List of participating interests
44
III Other information
Provisions of the Articles of Association regarding profit appropriation
48
Appropriation of profit
48
Appropriation of the result of the financial year 2008
48
Auditor’s report
49
The official annual accounts 2009 of Vebego International N.V. are stated in the Dutch
language of which this document is an English translation. This translation is executed with
due care but does not have an official status and as a result no rights can be derived.
2
A Report of the
Supervisory Board
Report of the Supervisory Board
To the Shareholders,
We hereby submit to you the report prepared by the management board as well as the 2009
annual accounts, which have been prepared by the management board and approved by our board.
The annual accounts have been audited and approved by Deloitte Accountants B.V. as can be seen
by the auditors’ report on page 49.
We agree with the proposal stated in the annual accounts, i.e. to add the result over 2009 to the
other reserves. We propose that the General Meeting of Shareholders adopts the 2009 annual
accounts.
Meetings of the supervisory board were held five times during the year under review. In addition
to the regular discussion of results, attention was devoted to the implementation of the group
strategy and acquisitions. Furthermore, developments in the concern and the various operating
companies in particular were discussed.
We would like to take this opportunity to express our gratitude to the management and all
employees for their effort in 2009.
Supervisory Board:
- G.J. Beijer, chairman
- A.N.A.M. Smits
- A. Vos
Voerendaal, 20 April 2010
4
B 2009 Annual report for
publication
I Management report
Satisfaction following a tough year
Stormy headwinds
It will not have escaped your notice that 2009 was a crisis year. It challenged us at Vebego,
but ultimately the damage was not too bad. Thanks to our growth in the health care sector
we have become less sensitive to cyclical fluctuations over the years. However, our
Personnel Services suffered badly. There we faced a demand drop of around 18%. Demand
was also reduced for our special cleaning services and our Facility Services activities in
industry, logistics and retail. Facility Services has also experienced a harshening market
because of increasing competition pressure. This has led to increasing risk-avoiding conduct
among both purchasers and providers. These developments have put a brake on growth and
caused the consolidated result to fall by half.
No notable damage
Nevertheless we can look back with satisfaction, because despite the crisis we remained
profitable. We also strengthened our position in the health care sector and sheltered
workshop facilities mainly thanks to open innovation. This type of entrepreneurship also
offers an attractive perspective in other sectors. Research has also shown that our
employees regard themselves as extremely involved in our company.
The road to sustainability
The desire to make our company more sustainable has been fleshed out by the CSR
Marathon Programme. The Vebego companies are supported in their CSR agenda and
activities under the motto Inspire – Facilitate – Motivate. Many Vebego companies have
introduced a CSR coordinator, putting a face to CSR and creating a point of contact for
employees. We have recorded good progress in our CSR objectives. At Hago for instance,
we introduced the employee commitment survey. This covers not only satisfaction about the
employer, but one’s feeling of alliance with it. This is one of the many initiatives that will
make us even more sustainable. We will list all our CSR activities in our 2009 Sustainability
Report.
Sharp focus on fewer innovation projects
In 2009 we applied more focus to our innovation activities. The productivity of our cleaning
services was considered from a number of different angles. We discovered opportunities for
improvement both from a technical and an organisational perspective. Thanks to our open
innovation in the health care sector and sheltered workshop facilities, we were able to
achieve spectacular growth. That innovation and productivity can go hand in hand was
demonstrated by our new planning system for Vitaal Flex, our flexpool in the health care
sector. Here employees determine their own working times and working locations.
A recognisable face for all Vebego companies
To enhance our visibility and recognisability, from 2010 all Vebego companies will use the
same logo and house-style. Using a common logo and house-style will emphasise the mutual
interconnection of our companies. The trading names of our companies remain unchanged.
We expect the full rebranding to be completed by the end of 2011.
Financial results
Profit and loss account
In 2009 the consolidated turnover fell by almost 2.6% to € 692 million. The turnover of our
Personnel Services fell considerably by € 43 million, and was only partly offset by a growth in
turnover in the Dutch health care and Facility Services activities. Our health care activities in
the Netherlands were up by 2% and six fold in Belgium.
Our Facility Services activities outside the Netherlands were up by over 7% and in the
Netherlands by over 3%. Our Products & Systems activities saw the opportunity to increase
their turnover in a falling market. Particularly as a consequence of the strong drop in demand
for Personnel Services, the autonomous growth was negative in 2009.
7
The consolidated profit after selling and administrative expenses decreased by over 52%
and worked out at € 15.4 million. This was almost entirely due to the falling demand for
Personnel Services that caused a reduction in the profit contribution of 82%. The increased
turnover in the health care sector in the Netherlands did not give a higher profit contribution
yet. The profit contribution of Facility Services in the Netherlands improved substantially by
over 8%. The profit contribution of our international Facility Services activities fell by almost
6%. Products & Systems improved their profit contribution by almost 12%.
The result was below our target. The crisis and the consequences for Personnel Services are
the main reason for this. But the profitability of our Facility Services outside the Netherlands
and our activities in the health care sector in the Netherlands were also below our profit
targets.
Balance sheet
The solvency worked out at 29.0%. This is a good position for being able to operate
relatively independently of financial institutions in the current market. Our strong balance
sheet position is a firm foundation for facing the economic crisis and looking confidently
at investment options. Our debtor position continues to receive our attention, but has
improved compared to last year.
Employees
Vebego provides its services with around 29,700 employees. This is the fulltime equivalent
of 17,301 jobs. With the joint ventures included, there are around 38,000 employees with a
fulltime equivalent of 21,900 jobs.
Health care Netherlands
Open innovation takes on a snowball effect
Our open innovation appears to have caught on in the health care sector. We again saw the
number of joint ventures with institutions increase, and turnover grew by around 143%. We
believe the expansion of our services to be even more important. Our integral health care
facility management activities have developed satisfactorily and appear to be an
improvement on a variety of fronts.
But what do health care workers want?
We also conducted extensive surveys into the needs of nurses and carers. This furnished us
with far-reaching insights into how they consider their work and working conditions, and we
can thus organise the work in such a way as to provide a better balance between work and
home. We have also gained experience in international recruitment. We have been
considering the recruiting itself, whilst also devoting attention to training and settling in.
This gives us a head start on the anticipated shortages in the labour market.
Facility Services Netherlands
Despite increasing competition pressure, revenues from Facility Services grew by over 3%
and the profit contribution rose.
Sales from collaborations with sheltered workshop facilities grew by around 18%, while the
profit contribution doubled. Almost 50% of the revenues from these collaborations consist of
green space services. Vebego played an active part in the De Vries Committee, advising on
the future of sheltered workshop facilities in the Netherlands.
At Hago, the organisational dismantling of Hago Gezondheidszorg was concluded and the
supportive tasks were accommodated within a Shared Service Centre. These organisational
modifications imposed a difficult burden on the employees and management of Hago.
8
Home at the Office and Prisma intensified their collaboration. This led to new contracts
with Rabobank and Microsoft, among others. Both Rabobank and Microsoft are working
on innovative working environments in which the employee is the point of departure.
The services of Prisma and Home at the Office match this well.
In the South West Netherlands, we integrated the cleaning companies Bleijenberg and
Stoffels Cleaning. The new company, Stoffels Bleijenberg, now has a robust form to take
on the competition in the region where the company is based.
Health care Belgium
We went to work actively in the Belgian health care market in 2009. We introduced our
Assist brand. We also follow the principle of demand-driven working here. Our relationships
with health care parties provide direction to our innovations and activities. In the Belgian
health care sector our starting point is demonstrably different to that in the Netherlands.
Our position is smaller and the outsourcing willingness is growing among clients, but it is still
markedly lower than in the Netherlands. We therefore combine building a relationships
network and developing services with participations in existing market parties. Our service
cheques and home care activities of Care at Home have been accommodated with Assist
under the name Assist at Home. We are expanding these activities rapidly with participations
in other service cheques companies. We are also making an entry into the market for health
care staff with Assist Healthcare People. We combine activities in social economy with the
health care sector under the name Assist Social Integration. Finally, we are organising our
Facility Services and management activities under the name Assist Healthcare Facilities.
Facility Services International
We are also experiencing increasing competition pressure in the Facility Services markets
in Belgium, Germany, England, France and Switzerland. Furthermore, in major industrial
countries like Germany, Britain and France the economic crisis had more impact on our
activities. Nevertheless our revenues grew strongly and profitability remained stable
compared to last year as a result of increased activities in Switzerland.
Belgium: new industriousness
In Belgium our new company Care Services, focusing on the Francophone market in Belgium,
appeared to be viable. We transferred our window cleaning and special cleaning activities
from Fortron Belgium to Care. This provided our clients with one point of contact for the
services. In 2009 Care won the Solidaritest® Award for sustainable entrepreneurship.
Germany: plenty of dynamism
Our activities in hotels and retail suffered because of the economic conditions. Our sales
in the hotel sector declined because of lower occupancy in the hotels. With our Instore
Logistics, clients no longer outsourced a substantial part of the activities. In addition we
were faced with a few client bankruptcies. From the fourth quarter we have been seeing
some recovery. Our services for local authorities have provided balance. There the
operations appeared stable and our work has expanded with the supply of bus-drivers
and minor maintenance in a variety of cities.
England: new drive
Indigo has regained its stability after a number of difficult years. The management team
that took over at the end of 2008 has brought new zest to the company. Indigo now focuses
on medium-sized clients in Southern England.
9
France: more focus
In France we have expanded our interest in K2 Propreté and K2 Santé has been set up, with
which we focus on the health care sector in Ile de France. K2 Propreté grew by around 43%
in 2009. With Carrard, we are continuing on the organisational strengthening route we have
chosen, and are devoting more focus to acquiring clients appropriate to the organisation in
terms of size.
Switzerland: revenue growth
We introduced an entirely new cleaning method in Switzerland. This method is suitable
for office buildings from 6,000 square metres. By combining a new job distribution with IT
applications we are saving 15%. We have further expanded our services with the home
maintenance activities of Swiss Service Pool. Our revenues grew by around 17% partly
thanks to these new activities. The profit contribution was also slightly up.
Personnel Services
Strongly declining demand is a challenge for our staff and companies
2009 was an exceptionally difficult year for our Personnel Services companies. In the
building sector, industry and logistics we faced a demand decline of as much as 40%.
In Germany, we also saw a sharply declining demand for fitters among producers of capital
goods. Production and industry in the Netherlands also faced clients who made good use of
their flexible labour pools. We saw demand stabilise from the third quarter and the fourth
quarter showed a very careful recovery appearing. Largely thanks to the inventiveness and
flexibility of our employees, Personnel Services furnished a positive profit contribution
despite the severe market conditions.
New combinations in production and logistics
In the production and logistics sectors we collaborate with clients on improving and renewing
our services. New types of flexibility and output pricing produced exciting new combinations.
This also led to a closer collaboration between our companies Hands to Work, Tènce!, C-Port,
Q-Port and Hago Food & Industry.
Products & Systems
Stable sales development with excellent results
As a consequence of the economic crisis, sales of capital goods were under extreme
pressure. But extra growth within other product groups ultimately led to stable growth
for Alpheios. In particular, the position was strengthened within the health care sector.
Earlier restructuring bore fruit. On balance it produced an excellent profit contribution.
2009 goes into the books as the best year so far for Products & Systems.
Modifications to Belgian and French market approaches
In order to offer clients in Belgium a total package, we took over Adrem Cleaning in 2009.
This expanded our range of user items substantially. For France we decided to approach the
market differently. Our working methods did not connect well enough with the conditions in
the French market. From now on we will be placing a selection of products on the market
through a distribution network. We will support this distribution network from the
organisation in the Benelux. The activities of our office in Paris have been terminated.
Vive sustainability concept gains the European Ecolabel
Alpheios introduced Vive as part of the CSR programme; Vive is a name denoting solutions
for sustainable cleaning. Among other things Vive encompasses a sustainability advisor, a
sustainability scan and training for sustainable cleaning. There is a complete line of cleaning
products with an independent hallmark: the European Ecolabel as awarded by the EU.
10
Vebego Foundation
2009 was a special year for the Vebego Foundation in many respects. We made two building trips
to Sri Lanka and helped build the Senehasa Senior Home. This care home for 48 senior citizens was
opened with a celebration ceremony on 25 November 2009. Because of our social involvement and
commitment to local residents we have resumed our activities in South Africa again. In 2009 a
start was made on the Peace & Development project in which residents form a community with
one another and together create vegetable gardens for 30 homes. In the Netherlands we initiated
the project with the working title ‘Simply Clean’. This project aims to develop awareness of waste
and throwing away for children in primary education. This is a teaching programme that fits in with
the school curriculum in the Netherlands and will be offered to our relations via our cleaning
companies.
Prospect
In the third and fourth quarter of 2009 we saw subtle signs of stabilisation in the Netherlands.
However, it is difficult to predict the future. The largest Dutch branche organisation for Personnel
Services expects no further decrease for the Dutch Personnel Services market in 2010 and even
expresses the possibility of a slight recovery as of the second and third quarter. We are mildly
positive and expect a slight improvement compared to 2009.
On behalf of Board of Directors,
- R.G. Goedmakers, chairman
- T.A. Goedmakers
- S.M.C.E. Feijen
11
II Annual accounts
Principles of financial accounting
Activities
Vebego International N.V. is the parent company of a group of companies active in Facility
Services, Personnel Services and Products & Systems.
I
General accounting principles for the formulation of the annual accounts
1 General
In departure from the criteria for preparing annual accounts according to Netherlands Antilles
legislation, these consolidated annual accounts have been prepared in compliance with the legal
stipulations stated in Title 9, Book 2 of the Netherlands Civil Code.
The financial data for Vebego International N.V. are included in the group balance sheet and the
group profit and loss account. Consequently for the company profit and loss account of Vebego
International N.V. use has been made of the simplified form made possible under Article 402,
Title 9, Book 2 of the Netherlands Civil Code.
The present annual accounts are the consolidated annual accounts intended for filing on behalf of
group companies which make use of the exemption from Article 403, Title 9, Book 2, Netherlands
Civil Code.
The annual accounts have been prepared on the basis of historical costs. In general, it can be
stated that the fair value is not less than the book value.
The assets and liabilities are stated at nominal value, unless otherwise indicated.
The amounts stated in the annual accounts are in thousands of euro.
2 Principles of consolidation
The consolidated annual accounts have been drawn up under application of the accounting
principles of Vebego International N.V. The consolidated annual accounts include the financial
details of the company and its group companies.
Group companies include:
any wholly-owned companies, enterprises or legal entities;
any companies, enterprises or legal entities in which the company owns less than 100% of
the shares, but in which the company has a controlling interest or a decisive vote in the
management board or in which the company appoints the management board; and
any companies, enterprises or legal entities in which the company has no participating
interest, but in which the company has a controlling interest or a decisive vote in the
management board or in which the company appoints the management board.
13
If a company is acquired or disposed of during the course of the financial year, the financial details
of the company concerned will either be included in or excluded from the group’s annual accounts,
depending on the moment of power of disposal.
At the time of acquisition calculated goodwill is deducted directly form the company’s equity.
In 2009 this concerns mainly the acquisition of 100% of Adrem Cleaning BVBA, the expansion of
our interest from 20% to 50% in IBN Facilitair VOF, the participation of 50% in WVS Schoonmaak
VOF, the acquisition of 45% of De Friese Wouden Huishoudelijke Hulp B.V., the acquisition of 100%
of Avisto BVBA and the participation of 50% in Risse Groen VOF.
The list of participating interests which are of significance for the legally required insight, can be
found on pages 44 and 45 of this annual report.
3 Foreign currency
▫
Financial transactions
All exchange differences ensuing from financial transactions in foreign currency are processed
in the profit and loss account. Unsettled transactions, resulting in receivables and debts as of
the balance sheet date, are converted into euro at the exchange rate on the balance sheet date,
whereby any ensuing exchange differences are also processed in the profit and loss account.
▫
Valuation of foreign participating interests
A number of foreign group companies outside the Netherlands qualify as carrying on of business
operations in a foreign country, with a functional currency different from that of the company.
Balance sheet items from foreign subsidiaries are converted into euro at the exchange rates
valid at the end of the financial year.
Any conversion differences which occur are credited or debited to the group equity.
The profit and loss accounts of foreign subsidiaries are converted into euro at the average
exchange rate calculated for the period under review. The differences between this average
rate and the year-end rate are also credited or debited to the group equity.
Exchange rates
The rates as of 31 December 2009, as well as the average exchange rates for the financial
year 2009 are as follows:
English pound
Swiss franc
rate as of
31-12-2008
rate as of
31-12-2009
average
1.04990 euro
0.67340 euro
1.12600 euro
0.67404 euro
1.08795 euro
0.67372 euro
4 Financial instruments
Financial instruments are understood to mean both primary financial instruments, such as
receivables and liabilities, and financial derivatives. For the principles for primary financial
instruments please refer to the treatment per balance sheet item. Vebego International N.V.
and its group companies have no financial derivatives.
14
5 Pension commitments
The company has chosen the option permitted by the Dutch Council for Accounting Standards
in RJ Statement 2009-6 to value the (Dutch) pension commitments with effect from 2008 in
accordance with the “commitment to the pension administrator approach” as further explained
under the principles for the valuation of provisions.
15
II Principles for the valuation of assets and liabilities and for determining
the result and the cash flow statement
Principles for the valuation of assets and liabilities
Assets
Fixed Assets
Tangible fixed assets
The tangible fixed assets are valued at historical costs less the investment subsidies received and
less the cumulative depreciation. The profit margin on machinery delivered within the group is not
capitalized. Depreciation is effected from the moment when the assets are available according to
the straight-line system based on the estimated economic life and taking into consideration of
residual value.
In the case of sustained depreciation, tangible fixed assets will be valued at lower realizable value.
Tangible fixed assets ordered are not included in the balance sheet.
Major maintenance related to the tangible fixed assets is included in the costs at the moment this
maintenance is done.
The depreciation percentages utilised are:
% of the
purchase
value
Land and buildings
▫ Land
▫ Buildings
▫ Renovations
Machines and installations
Other fixed operating assets
0
3 to 6 2/3
10 to 20
10 to 33 1/3
10 to 33 1/3
16
Financial fixed assets
The participations in affiliated companies under the financial fixed assets are valued at net equity
value, in so far as the group has significant influence on policy. The net equity value is calculated
according to the principles applied by Vebego International N.V.
At the time of acquisition calculated goodwill is deducted directly from the company’s equity.
In so far as the group has no significant influence on the policy, the participating interests are
valued at the acquisition price or lower net equity value.
Participations with a negative equity are valued at nil. If a group company fully or partly
guarantees the liabilities of the participation concerned a provision is formed, primarily comprising
the receivables from this participation. The remainder is recognised under provisions, in the
amount of the remaining share in the losses incurred by the participation, or for the amount of
payments the group company is expected to make on behalf of these participations.
Under the financial fixed assets, deferred tax assets are accounted for concerning temporary
differences between the value of the assets and liabilities according to the in the annual accounts
adopted principles for valuation and fiscal requirements. These deferred tax assets are valued at
nominal value and mainly have a long-term character. Deferred taxes resulting from a provisional
entitlement to fiscal compensation of losses has not been included, since realisation does not seem
likely.
Receivables included under the financial fixed assets are valued at nominal value, with deduction
of provisions considered necessary.
Current assets
Stocks
Stocks of commodities are valued at their first-in, first-out acquisition price or lower immediate
sales value. This lower immediate sales value is determined by means of individual assessment
of stocks.
Whenever necessary, valuations take into account any obsolescence.
Receivables
Receivables are stated at nominal value, less a provision for uncollectable debts. Since there
is a large number of clients, the group is not subject to a concentration of credit risk.
Receivables based on services, which have been performed but not yet invoiced to clients
are included under the heading “Other receivables, prepayments and accrued income”.
Valuation is effected on the basis of contracted prices.
All receivables have a term of less than one year.
17
Liabilities
Share of third parties in the group equity
The share of third parties in the group equity represents the minority interest of third parties
in consolidated group companies.
Provisions
▫
For pensions
-
Pension provisions under group management
Pension rights have been granted to former management board members of a number
of group companies. The widow’s pension has been entirely reinsured, while the retirement
pension is being built up under group management. The provision is calculated based on
actuarial methods and the interest used in the calculations corresponds to the capital
market interest rate.
-
Pension schemes
Vebego International N.V. and its group companies have various pension schemes.
The schemes are financed by contributions to pension administrators, namely insurance
companies and branch pension funds. The foreign pension schemes are comparable with
the way in which the Dutch pension system is set up and operates. The pension
commitments from both the Dutch and foreign schemes are valued in accordance with
the “commitment to the pension administrator approach”. In this approach the premium
to be paid to the pension administrator is accounted for as a charge in the profit and loss
account. In the light of the administration agreement it is assessed whether and if so what
commitments in addition to the payment of the annual premium payable to the pension
administrator exist on the balance sheet date. These additional commitments, including
any commitments from recovery plans of the pension administrator lead to charges for
Vebego International N.V. and its group companies and are included in the balance sheet
in a provision.
A number of group companies are members of the Dutch branch pension fund for cleaning
and window cleaning companies. In case of a deficit our group companies have no
commitment to pay additional contributions other than by higher future premiums.
The fund has a cover ratio of 115.8% on balance sheet date. On this basis for the coming
years no additional premiums will be charged in addition to the regular premiums.
▫
For taxes
Provisions for taxes are calculated at the prevailing rates, or at rates that were substantively
agreed upon, on the basis of the difference between the commercial and fiscal equity of the
group. This difference is the consequence of the different tax valuation of fixed assets, stocks,
receivables and provisions.
The provision has a long-term character.
18
▫
Other provisions
Other provisions are formed for obligations whose scale are uncertain but can be estimated
with reasonable accuracy.
These provisions are calculated at nominal value.
The following provisions are included under this heading:
-
a provision for reorganisations. This concerns obligations towards announced
reorganisations and releasing;
a provision for warranties;
provisions for claims;
provisions for participations with a negative equity for which group companies
fully or partly guarantee the liabilities of the participation concerned.
19
Principles for determining the result
Net turnover refers to the amounts charged to third parties for delivered goods and services,
exclusive of VAT and with deduction of discounts, etc.
Income and costs are allocated to the year in which they were affected. Profits are only included in
so far as they are realised as of the balance sheet date. The profit, which has not yet been realized
on machinery delivered within the group, is eliminated from the group result.
Losses and risks, which arise before the end of the financial year, are taken into consideration in so
far as they are known at the time the annual accounts are formulated.
Under the result from participating interests, sales results with regard to participations, which
were sold during the book year, are included.
Besides, for the interest of Vebego, the results of non-consolidated participations are included.
Principles for determining taxation
Taxes on profits are calculated on the basis of the commercial results according to the nominal
rates currently in force in the various countries, taking applicable tax facilities into account.
A provision for deferred tax liabilities has been taken into account.
Deferred tax assets and tax liabilities concerning temporary differences between the value of
the assets and liabilities according to the in the annual accounts adopted principles of valuation
and fiscal requirements have been taken into account.
Cash flow statement
The cash flow statement has been formulated according to the indirect method. Receipts and
expenditures are shown by means of parts of the group balance sheet and the group profit
and loss account. The funds consist of liquid funds and deposits.
20
Group balance sheet as of 31 December 2009 (before appropriation of the result)
(in thousands of euro)
ASSETS
1 Fixed Assets
Land and buildings
Machines and installations
31.12.09
12,524
8,531
11,793
31.12.08
4 Group equity
Share Vebego International N.V.
in the group equity
Share Vebego International B.V.
in the group equity
Share third parties
in the group equity
12,698
7,978
13,076
32,848
2 Financial fixed assets
Participations in affiliated companies
Deferred tax assets
Other receivables and loans
LIABILITIES
5,495
2,683
3,932
33,752
2,232
1,896
1,814
12,110
31.12.09
31.12.08
33,966
33,003
19,045
18,121
4,606
3,887
57,617
5 Provisions
For pensions
For taxes
Other provisions
5,942
Current assets
738
1,396
4,201
55,011
806
953
3,234
6,335
Stocks
Trading stocks
4,953
6 Long-term liabilities
Credit institutions
4,483
4,953
4,483
79
4,993
0
79
Receivables
Trade receivables
Other affiliated companies
Other receivables, prepayments and
accrued income
96,230
454
18,538
16,114
115,222
3 Liquid funds
7 Short-term liabilities
Credit institutions
Supplier credits and trade payables
Taxes and social insurance premiums
Other liabilities, accruals and deferred
income
101,550
454
38,566
203,699
118,118
0
1,647
17,575
44,150
6,973
20,408
34,539
76,296
78,389
38,018
200,313
21
139,668
140,309
203,699
200,313
Group profit and loss account for 2009
2009
2008
8 Net turnover
Cost of sales
692,483
531,510
710,914
538,679
Profit before selling
and administrative expenses
9 Selling and administrative expenses
160,973
145,540
172,235
139,602
Profit after selling
and administrative expenses
10 Financial gains and losses
15,433
21
32,633
-1,850
Result of ordinary activities before taxation
11 Taxation on result of ordinary activities
12 Result from participating interests
15,454
-4,917
1,628
30,783
-7,184
552
12,165
-1,338
24,151
-2,062
10,827
22,089
Result of ordinary activities after taxation
Share third parties
Result
22
Overview of the total result 2009
Consolidated net result after taxes
Calculated goodwill
Currency rate differences foreign
participating interests
2009
2008
10,827
22,089
-4,616
-6,101
76
1,284
Total of direct changes in the equity
as part of the group equity
-4,540
-4,817
Total result
6,287
17,272
23
Group cash flow statement 2009
Cash flow from operating activities:
Operating result
Changes for:
- Depreciations
- Changes in working capital:
. decrease short-term receivables
. increase stocks
. decrease short-term liabilities excluding
credit institutions
2009
2008
15,433
32,633
9,865
9,205
5,068
-470
-5,240
310
7,291
-2,694
11,889
37,187
Cash flow from company operations
Interest received
Dividends received
Interest paid
Taxes paid on profits
1,175
173
-1,735
-7,262
-7,624
34,214
2,872
707
-3,081
-6,714
-7,649
29,538
Cash flow from operating activities
Cash flow from investment activities:
Investments in tangible fixed assets
Disposals of tangible fixed assets
Investments in consolidated companies
Investments in non-consolidated companies
Cash flow from investment activities
-10,138
1,177
-3,082
-4,025
-6,216
27,998
-14,715
818
-3,514
-565
-16,068
13,470
Cash flow from financing activities:
Long-term loans granted
Received repayments on long-term receivables
Receivables from long-term liabilities
Repayments made on long-term liabilites
Dividends paid
Changes credit institutions
Cash flow from financing activities
-2,588
197
134
-55
-5,675
-5,326
-17,976
10,022
-257
100
0
0
-7,400
-5,247
-13,313
-12,804
157
391
-2,782
-164
Change in balance of funds
Balance of funds at beginning of year under review
548
38,018
-2,946
40,964
Balance of funds at end of year under review
38,566
38,018
Nett cash flow
Currency rate and conversion differences
The amount included in the balance of liquid funds at the end of the year under review, which can
be attributed to share third parties, amounts to € 3.7 million (2008: € 2.9 million).
24
Notes to the group balance sheet
ASSETS
Fixed assets
Land and
buildings
Machines
and
installations
Other
fixed
operating
assets
Total
2009
Total
2008
Purchase value at beginning of
year under review
23,719
36,710
48,422
108,851
99,232
Autonomous investments this
financial year
New as a result of acquisitions
Disposals and discontinuations
Currency rate differences
838
7
0
0
5,203
205
-2,796
96
3,665
645
-3,532
56
9,706
857
-6,328
152
14,210
657
-5,855
607
Purchase value at end of
year under review
24,564
39,418
49,256
113,238
108,851
Depreciation at beginning of
year under review
11,021
28,732
35,346
75,099
70,172
1,016
3
4,439
69
4,410
353
9,865
425
9,205
152
0
0
-2,440
87
-2,695
49
-5,135
136
-4,863
433
12,040
30,887
37,463
80,390
75,099
Book value at beginning of
year under review
12,698
7,978
13,076
33,752
29,060
Book value at end of
year under review
12,524
8,531
11,793
32,848
33,752
1 Tangible fixed assets
Depreciation during year under
review
Depreciation with respect to
disposals and discontinuations
Depreciation at end of year
under review
In the book value at end of year under review of land and buildings, 5% (2008: 4%) refers to
alteration of buildings of which the participating interests included in the consolidation are as
tenant the economic owner, but not the legal owner.
25
Participations in affiliated companies
The participations are valued at the net equity value or the price of acquisition. They are not
included in the group annual accounts due to the absence of policy-determining effect or due
to a limited interest in the companies concerned.
Participations with a negative equity are valued at nil. If the group company fully or partly
guarantees the liabilities of the participation concerned a provision is formed, primarily comprising
the receivables from this participation. The remainder is recognised under provisions, in the
amount of the remaining share in the losses incurred by the participation, or for the amount
of payments the group company is expected to make on behalf of these participations.
The development in 2009 is as follows:
2009
2008
2,232
1,151
-280
-44
1,610
-173
999
2,547
327
597
0
552
-707
-1,084
5,495
2,232
Deferred tax assets
2009
2008
Balance at beginning of year under review
Changes temporary differences
Other changes
1,896
-412
1,199
0
1,803
-293
354
32
2,683
1,896
Participations purchased
(De-)consolidated participations
Participations sold
Result from participations
Dividend payments
Other changes
Balance at end of year under review
A short-term amount of about € 0.4 million is included.
26
Other receivables and loans
2009
2008
Loans granted this financial year
Repayments received this financial year
Other changes
1,814
2,571
4,385
-197
-256
1,657
257
1,914
-100
0
3,932
1,814
The other receivables and loans will be paid off in 2013 at the latest.
The interest rate is 0-6%.
Current assets
3 Liquid funds
Surpluses and deficits of participants in the compte-joint agreements are shown in the group’s
consolidated balance sheet.
Liquid assets includes an amount of € 1.8 million (2008: € 1.0 million) that has been paid into
blocked accounts. These amounts are therefore not freely available, but are expected to expire
within a year.
The liquid assets include an amount of GBP 5.3 million and CHF 5.4 million.
27
LIABILITIES
4 Group equity
The development in the 2009 financial year is as follows:
Balance at beginning of year under
review
Dividend payments 2008
Dividend payments 2009
Capital contribution
Mutation as a result of purchase/sale
share third parties
Result after taxation of 2009
Goodwill 2009
Share
Vebego
Intern.
N.V.
Share
Vebego
Intern.
B.V.
Share
third
parties
Total
33,003
0
0
0
18,121
-4,400
0
0
3,887
-1,000
-275
25
55,011
-5,400
-275
25
0
963
0
0
0
9,864
-4,616
76
631
1,338
0
0
631
12,165
-4,616
76
33,966
19,045
4,606
57,617
It is proposed to the General Meeting of Shareholders of Vebego International B.V. to distribute a final
dividend of € 3.6 million (this corresponds with € 900.-- per share). This proposal has not yet been
incorporated in the balance sheet.
28
5 Provisions
2009
2008
Allocation charged to profit and loss account
New as a result of acquisition
806
3
4
766
105
0
Use of the provision
813
-75
871
-65
738
806
953
470
441
2
391
92
1,396
953
Allocation charged to profit and loss account
3,234
993
3,010
1,743
Use of the provision
Reclassification of negative participations
Other mutations
Reclassification to short-term liabilities
4,227
-856
19
684
127
0
4,753
-236
0
0
0
-1,283
4,201
3,234
For pensions
A short-term amount of about € 0.1 million is included
in this provision.
For taxes
Addition as result of differences in fiscal and
financial accounting
Other provisions
In the coming financial year, it is expected that payments up to € 0.1 million will be debited from
the provisions formed for that purpose. Of the remaining € 6.2 million in provisions, € 5.9 million
has a term of more than one year, but is expected to end within five years, and € 0.3 million has
a term of more than five years.
29
6 Long-term liabilities
The development in 2009 is as follows:
Redemptions this year
2009
2008
0
134
-55
0
0
0
79
0
Due more than five years after balance sheet date
N/A
N/A
Remaining term in years
1.5
N/A
Interest in percentages
4.1
N/A
The long-term liability as at 31-12-2009 concerns a liability to a credit institution.
7 Short-term liabilities
▫
Credit institutions
At balance date the group has a credit facility of € 55 million (at the end of 2008: € 56 million)
at her disposal. € 0 million of this amount is used for long-term financing.
At the end of 2009 the debt in current account is € 1.6 million.
Taxes and social
insurance premiums
Wage tax and employee's national insurance
VAT and corporation tax
Other liabilities, accruals
and deferred income
Wages and salaries
Other liabilities
31.12.09
31.12.08
23,668
20,482
20,992
13,547
44,150
34,539
31.12.09
31.12.08
54,548
21,748
52,938
25,451
76,296
78,389
This item includes an amount of GBP 1.2 million and CHF 12.1 million. All short-term liabilities have
a term of less than one year.
30
Off-balance sheet commitments
▫
Guarantees provided
The banks have provided bank guarantees with respect to third parties up to the amount of
approximately € 2.9 million (2008: approximately € 2.5 million).
On behalf of a credit facility of a minority participating interest, Vebego International B.V. acts
as guarantor for € 1.2 million.
▫
Operational lease
Various group companies have concluded leasing agreements for cars, computers and machines.
The amount for lease commitments entered into the profit and loss account 2009 is € 10.5 million.
For 2010, the annual amount required for this purpose will be approximately € 9.2 million.
The commitments regarding the current leasing agreements amount to € 10.6 million for the years
2011 up to and including 2014. All agreements have a term, which ends before 31-12-2014.
▫
Long-term leasing commitments with third parties
For 2010, these commitments will amount to approximately € 7.7 million (2009: approximately
€ 8.6 million). The commitments regarding the current long-term leasing commitments with third
parties amount to € 10.9 million for the years 2011 up to and including 2014. For the years after
2014 these amount to € 2.2 million.
▫
Legal liability
Declarations of liability as referred to in Article 403, Book 2, Title 9 of the Netherlands Civil Code
have been issued by Vebego International N.V. on behalf of the majority of the 100% participations
in the Netherlands. On this basis, Vebego International N.V. is jointly and severally liable for any
commitments ensuing from legal transactions of these group companies. For a limited number of
foreign participations certain guarantees have been issued.
Vebego International B.V. and its Dutch subsidiaries are part of a fiscal unity for corporation tax.
On these grounds, Vebego International B.V. is severally liable for the tax debt of the total fiscal
unity.
Six of the subsidiaries of Vebego International B.V. are a partner in a general partnership firm and
as such severally liable for any debts of these firms.
▫
Fiscal compensation of losses
There is a provisional entitlement to fiscal compensation of losses on balance sheet date to an
amount of € 21.7 million (2008: € 19.2 million).
Settlement with future fiscal profits may take place without limitation in a number of countries.
▫
Acquisitions
With regard to a number of acquired participations in the past, conditional commitments related
to possible expansion of our interests were concluded with the other shareholders.
31
Notes to the group profit and loss account and other notes
8 Net turnover
Geographical
2009
%
2008
%
385,272
101,253
96,600
44,139
51,538
11,583
2,098
55.6
14.6
14.0
6.4
7.4
1.7
0.3
388,386
92,757
82,153
70,199
51,944
21,629
3,846
54.7
13.0
11.6
9.9
7.3
3.0
0.5
692,483
100.0
710,914
100.0
The Netherlands
France
Switzerland
Germany
Belgium
Great Britain
Rest of Europe
Sector
Facility Services Health Care Netherlands
Facility Services Health Care Belgium
Personnel Services
Products & Systems
9 Selling and administrative expenses
Selling expenses
Administrative expenses
32
2009
2008
52,206
200,766
1,014
236,954
176,114
25,429
51,160
194,436
161
221,242
218,458
25,457
692,483
710,914
2009
2008
8,875
136,665
10,709
128,893
145,540
139,602
10 Financial gains and losses
2009
2008
1,227
0
341
2,834
1,448
346
1,568
4,628
1,274
315
2,778
0
1,589
2,778
21
-1,850
Financial losses
Interest losses
Other financial losses
Financial gains
Interest gains
Balance financial gains and losses
11 Corporation tax
The tax rate on the result of ordinary activities amounts to 31.8 % (2008: 23.3%); the current
nominal rate in the Netherlands amounts to 25.5%. The difference between the nominal tax rate
and the effective tax rate is caused by differences in the tax rates of the countries in which the
group operates, as well as by the use of available fiscal facilities.
12 Result from participating interests
- Result sale participating interests
- Result non-consolidated participating interests
33
2009
2008
18
1,610
0
552
1,628
552
Other notes
Total amount of depreciation
2009
2008
Included in cost of sales
Included in selling and administrative expenses
5,040
4,825
4,654
4,551
9,865
9,205
Total amount of wage costs
Wages and salaries
Social charges
Pension premiums
Included in cost of sales
Included in selling and administrative expenses
34
2009
2008
408,051
66,620
15,611
410,100
68,191
14,421
490,282
492,712
2009
2008
408,652
81,630
415,578
77,134
490,282
492,712
Number of employees
2009
2008
17,301
17,745
The segmentation per activity is as follows:
2009
2008
-
1,133
4,528
40
6,226
5,172
164
38
1,215
4,037
10
6,121
6,136
186
40
17,301
17,745
2009
2008
288
25
0
284
33
2
313
319
Calculated on the basis of full-time equivalents, the
average number of employees amounted to
Facility Services Health Care Netherlands
Facility Services Health Care Belgium
Personnel Services
Products & Systems
Holdings
Overview audit and related costs
Audit of annual report
Other audit assignments
Fiscal advisory
This item concerns the fees of the auditor, Deloitte Accountants B.V.
35
Company balance sheet as of 31 December 2009 (before appropriation of the result)
31.12.09
ASSETS
31.12.08
31.12.09
LIABILITIES
31.12.08
13 Fixed assets
77
97
77
Participating interests in group
companies
Receivables from group companies
10,974
24,325
97
10,011
24,419
15 Equity capital
Issued and fully paid-in capital
Share premium reserve
Legal reserve at group companies
Reserve related to currency rate
differences
Other reserves
Unappropriated result of year
under review
500
45,845
703
500
45,845
703
-1,419
-12,626
-1,419
-15,213
963
2,587
33,966
35,299
33,003
34,430
Current assets
Receivables
Other receivables, prepayments and
accrued income
0
3
0
Liquid funds
3
Short-term liabilities
Credit institutions
Liabilities to group companies
Supplier credits and trade payables
Taxes and social insurance premiums
Other liabilities, accruals and
deferred income
292
1,447
2
239
681
1,410
0
222
303
108
873
894
2,283
2,421
36,249
35,424
36,249
35,424
36
Company profit and loss account for 2009
2009
2008
Result after taxation
Result from participating interests
0
963
0
2,587
Net result after taxation
963
2,587
37
Notes to the company balance sheet and the company profit and loss
account
General
The registered office of Vebego International N.V. is at Curaçao, Netherlands Antilles.
The company seat is at Cortenbach 1 in Voerendaal, the Netherlands.
In departure from the criteria for preparing annual accounts according to Netherlands Antilles
legislation, these company annual accounts have been prepared in compliance with the legal
stipulations stated in Title 9, Book 2 of the Netherlands Civil Code.
Financial reporting principles
For the principles used for the valuation of assets and liabilities and the determination of the
result, please refer to the notes to the group balance sheet and group profit and loss account.
38
Notes to the separate items in the company balance sheet and the
company profit and loss account and other notes
BALANCE SHEET
ASSETS
13 Fixed assets
Other
fixed
operating
assets
2009
Total
2008
Purchase value at beginning of year under review
Investments this financial year
Disposals and discontinuations
144
0
0
189
71
-116
Purchase value at end of year under review
144
144
Depreciation at beginning of year under review
Depreciation during year under review
Depreciation with respect to disposals and
discontinuations
47
20
110
25
0
-88
Depreciation at end of year under review
67
47
Book value at beginning of year under review
97
79
Book value at end of year under review
77
97
The development is as follows:
39
▫
Participating interests in group companies
This concerns the participating interests in Vebego Fiba AG in Dietikon, Switzerland and
Vebego RE AG in Zug, Switzerland. The participations are valued at net equity value.
Result from participating interests
Dividend
Capital reduction
Other changes (currency rate differences, etc.)
2009
2008
10,011
963
0
0
0
21,618
2,587
-7,916
-6,285
7
10,974
10,011
2009
2008
24,419
0
-94
23,697
722
0
24,325
24,419
Receivables from group companies
Loans granted this financial year
Repayments received this financial year
The balance at the end of 2009 concerns a loan granted to Vebego International B.V. and a loan
granted to Vebego Services B.V.
40
LIABILITIES
15 Equity capital
▫
Issued and fully paid-in capital
The authorised capital consists of 5,000 ordinary shares with a nominal value of € 500.
The issued and fully paid capital consists of 1,000 ordinary shares with a nominal value of € 500.
▫
Share premium reserve
This concerns the amount paid in excess of the nominal value on issue of the shares.
Tax-exempt payments from the share premium reserve can be made in the form of bonus shares.
Share premium paid
▫
2009
2008
45,845
0
45,845
0
45,845
45,845
Legal reserve at group companies
This concerns the amount for non-distributed results and direct equity movements of participations
with limitations in distribution.
2009
2008
Change
703
0
1,038
-335
703
703
2009
2008
-1,419
0
-1,426
7
-1,419
-1,419
Reserve related to currency rates differences
Change
41
Other reserves
Result after taxation previous year
Changes legal reserve at group companies
2009
2008
-15,213
2,587
0
-19,666
4,118
335
-12,626
-15,213
Unappropriated result of year under review
Addition to the other reserves
Result after taxation of year under review
42
2009
2008
2,587
-2,587
963
4,118
-4,118
2,587
963
2,587
Other notes
Remuneration managing directors and supervisory directors
▫
Management Board
In the 2009 financial year, remuneration to the members of the Management Board amounted
to € 1,169,025 including social charges of € 11,527 and pension premiums of € 156,072
(2008: € 1,211,595).
▫
Supervisory Board
In the 2009 financial year, remuneration to the present members of the Supervisory Board
amounted to € 101,166 (2008: € 68,284).
Number of employees
2009
Calculated on the basis of full-time equivalents,
the average number of employees amounted to
3
Board of directors:
Supervisory Board:
- R.G. Goedmakers, chairman
- G.J. Beijer, chairman
- T.A. Goedmakers
- A.N.A.M. Smits
- S.M.C.E. Feijen
- A. Vos
43
2008
3
List of participating interests
Name
Registered office
Adrem Cleaning BVBA
Alpheios International B.V.
Alpheios B.V.
Alpheios Belgium N.V.
Alpheios France S.A.S.
Amhoco AG
Assist at Home N.V. (previous name: Care@Home N.V.)
Assist B.V.
Assist Healthcare Facilities N.V. (previous name: Fortron
Belgium N.V.)
Assist N.V.
Assist zorg facilities B.V.
Assist zorg in huis B.V.
Assist zorgondersteuning B.V.
Avisto BVBA
Care N.V.
Care Services N.V.
Carrard Services S.A.S.
C-Port B.V.
Everywhere Medical Care B.V.
Fortron B.V.
Hago Food & Industry B.V.
Hago Gebäude-Service GmbH & Co KG
Hago Gebäude-Service Verwaltungs-GmbH
Hago Huiszorg B.V.
Hago Nederland B.V.
Hands to Work Holding B.V.
Home at the Office Housekeepers B.V.
Indigo Airport Services Ltd.
Indigo B.V.
Indigo Services (UK) Ltd. (previous name: PCL Ltd.)
K2 Propreté S.A.S.
K2 Santé S.A.S.
Licom Schoon VOF
Management 2000 AG
Management 2000 Personaldienstleistungen Holding GmbH
Prisma Facility Management B.V.
Prisma Verwaltungs-GmbH
Q-port Dedicated Logistic People B.V.
Risse Facilitair VOF
Schoonmaakbedrijf Westerveld B.V.
Servicebureau Zuidgeest I B.V.
Stoffels Bleijenberg B.V. (previous name: Stoffels Cleaning B.V.)
Swiss Servicepool AG
Tènce! Interim N.V.
Tènce! Payroll B.V.
Tènce! Personeel & Projecten B.V.
Tènce! Uitzendbureau B.V.
Toolbox 55 B.V.
Toron Chemie B.V.
Vebego Facility Services B.V.
Vebego Fiba AG
Vebego Innovations B.V.
Vebego Innovations Projecten B.V.
Vebego International B.V.
Adegem (B)
Heerlen
Heerlen
Wilrijk (B)
Goussainville (F)
Zug (CH)
Deurne (B)
Voerendaal
Deurne (B)
Group
share
%
100
100
100
100
100
100
100
100
100
Deurne (B)
Heerlen
Heerlen
Heerlen
Hasselt (B)
Deurne (B)
Deurne (B)
Reims (F)
Ritthem
Oosterhout
Hoensbroek
Terneuzen
Laatzen (D)
Laatzen (D)
Heerlen
Heerlen
Venlo
Heerlen
Romford (GB)
Terneuzen
Romford (GB)
Ivry sur Seine (F)
Ivry sur Seine (F)
Heerlen
Keulen (D)
Düsseldorf (D)
Heerlen
Laatzen (D)
Venlo
Weert
Hilversum
Oostvoorne
Terneuzen
Wangen-Brüttisellen (CH)
Holsbeek (B)
Breda
Middelburg
Breda
Heerlen
Heerlen
Heerlen
Dietikon (CH)
Heerlen
Heerlen
Voerendaal
100
100
100
100
100
100
100
100
50
100
100
100
100
100
100
100
100
100
100
100
85
60.125
58
50
100
90.1
100
100
50
50
100
50
100
100
100
100
100
100
100
100
100
100
100
100
100
44
Name
Registered office
Vebego Management Consultancy B.V.
Vebego Personeelsdiensten B.V.
Vebego RE AG
Vebego Services AG
Vebego Services B.V.
Vebego Services GmbH
Vebego Services N.V.
Vebego Services S.A.S.
Vebego WSW Activiteiten B.V.
Vebego WSW Activiteiten II B.V.
Vebego WSW Activiteiten III B.V.
Vebego WSW Activiteiten IV B.V.
Vebego WSW Activiteiten V B.V. (previous name: Vebego
Cortenbach B.V.)
Vebego WSW Activiteiten VI B.V. (previous name: Vebego
Facility Management B.V.)
Vebego WSW Activiteiten VII B.V. (previous name: Prisma
Project Management B.V.)
VTP Warehousing B.V.
Heerlen
Voerendaal
Zug (CH)
Dietikon (CH)
Voerendaal
Laatzen (D)
Deurne (B)
Reims (F)
Voerendaal
Voerendaal
Voerendaal
Voerendaal
Voerendaal
45
Group
share
%
100
100
100
100
100
100
100
100
100
100
100
100
100
Voerendaal
100
Voerendaal
100
Venlo
50
Not consolidated participations
Name
Registered office
Auxilia Zorglogistiek B.V.
Carinova WMO Diensten B.V.
Combidock B.V.
Conservator Supply B.V.
De Friese Wouden Huishoudelijke Hulp B.V.
Delta Team Personeelsdiensten B.V.
Delta Team Techniek B.V.
Facilitesse B.V.
Floor Housekeeping B.V.
Florein Holding B.V.
Hameland Facilitair VOF
Het FacilityPunt CVBA VSO
IBN Facilitair VOF
Isopropre S.A.
Martini Ondersteunende Diensten B.V.
MaAssist B.V.
Mondriaan Schoon B.V.
NG² Hulst B.V.
Orbis Huishoudelijke Hulp B.V.
Proteion Schoon B.V.
RIF Facility Management B.V.
RIF Facility Services B.V.
Risse Groen VOF
Sens! B.V.
Servico A.G.
UMCG Services B.V.
Vedis Reiniging B.V.
Vierstroom Hulp Thuis B.V.
Vitaal Flex B.V.
Vitafront B.V.
Vivre Proper B.V.
WVS Schoonmaak VOF
Venlo
Raalte
Terneuzen
Rotterdam
Drachten
Zoetermeer
Zoetermeer
Eindhoven
‘s Gravenhage
‘s Gravenhage
Lievelde
Gentbrugge (B)
Uden
Parijs (F)
Groningen
Rotterdam
Heerlen
Hulst
Sittard
Posterholt
Sittard
Sittard
Weert
Veldhoven
Dinslaken (D)
Groningen
Terneuzen
Zoetermeer
Eindhoven
Deurne
Maastricht
Roosendaal
46
Group
share
%
33.33
49.00
50.00
50.00
45.00
50.00
50.00
49.00
49.00
43.75
49.00
24.00
50.00
10.00
49.00
49.00
49.00
33.33
49.00
49.00
49.00
49.00
50.00
49.00
50.00
49.00
50.00
49.00
49.00
50.00
49.00
50.00
III Other information
Provisions of the articles of association regarding profit appropriation
The relevant provisions in the Articles of Association read as follows:
The profit, as it appears in the adopted profit and loss account with notes, shall be at the disposal
of the General Meeting of Shareholders, which can allocate it in whole or in part for the creation
of or deposit in one or more general or extraordinary reserve funds.
Appropriation of profit
It is proposed that the General Meeting of Shareholders adds the 2009 result to the other reserves.
The financial statements do not yet reflect this proposal.
Appropriation of the result of the financial year 2008
The 2008 annual accounts were adopted in the General Meeting of Shareholders, held on the
18th of May 2009. The General Meeting of Shareholders has appropriated the result as proposed.
Auditor’s report
For the Auditor’s report we refer to the herinafter enclosed report.
48
To the Shareholders and the Supervisory Board
Date
20 April 2010
Location
Eindhoven
Auditor’s report
Report on the financial statements
We have audited the in this report on page 13 up to and including 46 mentioned annual accounts
2009 of Vebego International N.V., Curaçao, Netherlands Antilles, which comprise the consolidated
and company balance sheet as at 31 December 2009, the consolidated and company profit and
loss account for the year then ended and the notes. In departure from the criteria for formulating
annual accounts according to Netherlands Antilles legislation, these annual accounts have been
formulated in compliance with the legal stipulations stated in Title 9 Book 2 of the Netherlands Civil
Code.
Management's responsibility
Management is responsible for the preparation and fair presentation of the financial statements
and for the preparation of the management report, both in accordance with Part 9 of Book 2 of
the Netherlands Civil Code. This responsibility includes: designing, implementing and maintaining
internal control relevant to the preparation and fair presentation of the financial statements that
are free from material misstatement, whether due to fraud or error; selecting and applying
appropriate accounting policies; and making accounting estimates that are reasonable in the
circumstances.
Auditor's responsibility
Our responsibility is to express an opinion on the financial statements based on our audit. We
conducted our audit in accordance with Dutch law. This law requires that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance whether the financial
statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and
disclosures in the financial statements. The procedures selected depend on the auditor's judgment,
including the assessment of the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor considers internal control
relevant to the entity's preparation and fair presentation of the financial statements in order to
design audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the entity's internal control. An audit also includes
evaluating the appropriateness of accounting policies used and the reasonableness of accounting
estimates made by management, as well as evaluating the overall presentation of the financial
statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our audit opinion.
49
Opinion
In our opinion, the financial statements give a true and fair view of the financial position of
Vebego International N.V. as at 31 December 2009, and of its result for the year then ended
in accordance with Part 9 of Book 2 of the Netherlands Civil Code.
Report on other legal and regulatory requirements
Pursuant to the legal requirement under 2:393 sub 5 part f of the Netherlands Civil Code, we
report, to the extent of our competence, that the management report is consistent with the
financial statements as required by 2:391 sub 4 of the Netherlands Civil Code.
Deloitte Accountants B.V.
H. Wieringa
The official annual accounts 2009 of Vebego International N.V. are stated in the Dutch language of which this
document is an English translation. This translation is executed with due care but does not have an official
status and as a result no rights can be derived.
50
50

Untitled

Transcription

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