all chapters from About Hexagon
Transcription
all chapters from About Hexagon
About HEXAGON composites CORPORATE GOVERNANCE BOARD OF DIRECTORS' REPORT FINANCIAL STATement KEY FIGURES (NOK 1 000) REVENUES AND PROFIT Operating income 2012 2011 2010 2009 2008 1 032 984 991 791 845 974 867 542 767 273 Operating profit before depreciation (EBITDA) 87 799 108 048 111 241 128 639 105 633 Operating profit (EBIT) 24 587 35 307 36 207 71 985 59 624 Profit before tax 8 241 28 357 27 254 86 385 -9 769 Profit after tax 5 447 19 063 18 298 61 439 -9 808 Total assets 887 971 796 606 908 099 758 648 806 150 Equity 259 488 264 898 253 580 257 900 200 869 29.2 % 33.3 % 27.9 % 34.0 % 24.9 % 116 295 117 360 41 834 139 033 95 971 Operating margin (2) 2.4 % 3,6 % 4.3 % 8.3 % 7.8 % Return on equity (3) 2.1 % 7.4 % 7.2 % 26.8 % - 4.8 % Total rate of return (4) 2.7 % 5.5 % 6.8 % 14.8 % 2.6 % NIBD/EBITDA (5) 3.2 % 3.1 % 3.6 % 2.3 % 3.4 % CAPITAL 31.12 Equity ratio (1) PROFITABILITY AND RATE OF RETURN Cash flow from operations SHARES Share capital 13 329 13 329 13 329 13 329 13 329 133 294 868 133 294 868 133 294 868 133 294 868 133 294 868 Earnings per share (6) (NOK) 0.04 0.14 0.14 0.46 - 0.07 Cash flow per share (7) (NOK) 0.87 0.88 0.31 1.04 0.72 Equity per share (8) (NOK) 1.95 1.99 1.90 1.93 1.51 Total number of shares per 31.12 DEFINITION OF KEY FIGURES 1) Shareholders’ equity as a percentage of total assets. 2) Operating profit as a percentage of operating income. 3) Profit after tax divided by average shareholders’ equity. 4) Profit after tax + interest expense divided by average total assets. 5) Net interest-bearing debt devided by EBITDA. 6) Net profit for the year divided by average number of shares outstanding. 7) Net cash flow from operations divided by average number of shares outstanding. 8) Shareholders’ equity divided by average number of shares outstanding. 4 About HEXAGON composites CORPORATE GOVERNANCE OPERATING INCOME BOARD OF DIRECTORS' REPORT FINANCIAL STATement EBITDA MNOK MNOK MNOK MNOK 1 000 1 000 800 160 800 160 600 120 600 120 400 80 400 80 200 40 200 40 2008 2009 2010 2011 2012 2008 2009 2010 2011 2012 2008 2009 2010 2011 2012 2008 2009 2010 2011 2012 EBIT EQUITY RATIO MNOK % MNOK % 50.0 80 50.0 80 40.0 60 40.0 60 30.0 30.0 40 20.0 40 20.0 20 10.0 20 10.0 2008 2009 2010 2011 2012 2008 2009 2010 2011 2012 2008 2009 2010 2011 2012 2008 2009 2010 2011 2012 RETURN ON EQUITY TOTAL RATE OF RETURN % % % % 30.0 30.0 18.0 18.0 20.0 14.0 20.0 14.0 10.0 10.0 10.0 10.0 8.0 8.0 0.0 2.0 0.0 2.0 -10.0 -10.0 2008 2009 2010 2011 2012 2008 2009 2010 2011 2012 2008 2009 2010 2011 2012 2008 2009 2010 2011 2012 5 About HEXAGON composites CORPORATE GOVERNANCE BOARD OF DIRECTORS' REPORT FINANCIAL STATement Hexagon Devold Lithuania UAB RUGASCO (49/51) COMPOSITE CYLINDERS LPG cylinders for households, catering kitchens, leisure activities and forklift trucks PPG-Devold LLC (50/50) HIGH-PRESSURE CYLINDERS High-pressure CNG cylinders for vehicles and bulk transport COMPOSITE REINFORCEMENTS For lightweight constructions NEW VISUAL PROFILE As part of the strategy, Hexagon Composites has carried out a re-branding of the entire Group. A uniform market profile will strengthen both the subsidiaries and the Group through increased visibility, recognition and knowledge. The Hexagon symbol is a strong symbol associated with composite tech- 6 nology and the market we operate in. By retaining the recognised company names, we also retain an important part of our identity. These names have a strong position in the market with accrued value and brand recognition. About HEXAGON composites CORPORATE GOVERNANCE BOARD OF DIRECTORS' REPORT FINANCIAL STATement this is HEXAGON COMPOSITES Hexagon Composites ASA is a global market leader in lightweight composite cylinders for the storage of gas and an international supplier of stitched fibre reinforcements for wind turbine blades. Hexagon Composites ASA is a listed Group with its head office in Ålesund, Norway. The Group has more than 500 employees and posted a turnover of NOK 1 033 million in 2012. The market has a strong interest in our products and solutions. This applies in particular to CNG cylinders, an area in which we experienced considerable growth in 2012. We are well-positioned for continued profitable growth in international niche markets with strong and long-term growth trends. BRIEF SUMMARY OF COMPOSITES Composites consist of fibre reinforcements in glass and/or carbon and a hardening plastic material (resin). Composites are distingu- ished by their combination of light weight, high level of strength and the fact that they are not susceptible to corrosion. Composite cylinders are lighter than steel cylinders. Large wind turbine blades could not be produced without the use of composites. Hexagon Composites' light-weight solutions comply with strict environmental and safety requirements. The high demand demonstrates that our products and solutions cover the requirements in a cost-effective manner. OUR PRODUCTS AND MARKETS LPG cylinders Propane cylinders for households, leisure activities, catering kitchens and forklift trucks. The principal markets are in Europe, the Middle East and South America. transfer to natural gas both in the western world and in developing countries. In addition to this, the increased environmental requirements are an important market driver. New technology for the extraction of shale gas in the US entails that there will most likely continue to be a considerable difference in price to the benefit of gas as an energy source for several decades to come. The strong focus in Europe on the use of cleaner energy sources will increase the use of gas-powered vehicles, particularly for buses, in the short term. Our solutions assist in making the transition more costeffective for the users. INNOVATION AND COST-EFFECTIVE PRODUCTION The Group's technology and expertise are in demand. Much of this is due to increased awareness concerning the need to reduce harmful emissions. Energy gases are cleaner than liquid fuels. Innovation therefore occurs in cooperation with the market players that will sell the products or use them in their own pro ducts, for example, cars, buses, heavy-duty vehicles and wind turbines. This further strengthens our expertise and innovation rate. In parallel with this we have consciously built up expertise and capacity with a view to cost-effective production at highly automated facilities. This provides competitiveness in pricefocussed markets. Strategy CNG cylinders High-pressure cylinders for natural gas, biogas and hydrogen. The cylinders are used as fuel tanks for gas-powered vehicles and as tanks for the transport and/or storage of gas. The principal markets are in the US, Europe, Asia and South America. Composite reinforcements Stitched fibre reinforcements in carbon and/or gas fibres. Used primarily in wind turbines for which special requirements are stipulated for weight and speed. The principal markets are in Europe and the US. The most important growth driver for Hexagon Composites is the difference between the oil and gas prices. A stable, high price difference will contribute to an increasingly larger market Hexagon Composites shall build shareholder value and achieve growth and increased profitability within all business units. We shall be the global leader within selected niches in the composite industry. The Group shall take market shares from traditional materials such as steel and aluminium by developing innovative and cost-effective composite solutions that are competitive in terms of price. Highly automated production, optimal product design and high capacity utilisation shall give us the best competitiveness in the market. We shall have the most effective cost structure in the market. Innovation and product development are important parts of our strategic basis. We work together with the customers to develop the best solutions. 7 About HEXAGON composites CORPORATE GOVERNANCE Employees Innovation, ambition and expertise are decisive for success in our industry. We must continually ensure that our talented employees are able to develop and create specialist environments that competent and interested people want to be part of. This concerns involvement and visibility, which require flat organisational structures and short distances between employees and decision-makers. BOARD OF DIRECTORS' REPORT FINANCIAL STATement HISTORy 1999 The Flakk Group became the largest owner of the publicly listed Norwegian Applied Technology ASA for which Comrod's business operation (composite antennas) was a major part. The Flakk Group was already the principal owner of Devold AMT AS, a world leader in multiaxial glass and carbon fibre reinforcements and therefore saw the opportunities for growth in the composite industry. Strength through diversity At Hexagon Composites we believe that innovation and dynamics are best when people with different approaches and experience are able to work together. It is therefore a declared goal to have a work force that represents different backgrounds and both genders. The prerequisite is that they have the necessary expertise. Working environment As an employer we contribute to a good working environment with good management, organised conditions, compliance with regulations and correct remuneration. Health Safety and the Environment (HSE) is an area of focus and is of great importance to efficiency and quality. Good internal routines and arrangements are fundamental elements and everyone is familiar with these. 2000 Norwegian Applied Technology ASA was merged with Devold AMT AS. Unprofitable business activities were discontinued and a new board was elected. Establishment of new administration, head office moved from Stavanger to Ålesund and the Group changed its name to Hexagon Composites ASA. The aim was to achieve a listed group which had the strength to make further acquisitions of industrial companies with composites expertise and global potential within niche markets. 2001 The Group acquired Ragasco AS (previously Raufoss Compo sites AS) a leading player within the development and production of composite LPG cylinders. VALUES Hexagon Composites' operations, production and management shall be carried out in compliance with the highest ethical stan dards and in accordance with the regulations of each country. 2003 The Group acquired Raufoss Fuel Systems which produces highpressure cylinders for gas-powered buses with a market focus in Europe. The business area was acquired by Raufoss ASA. 2005 Lincoln Composites Inc., located in Nebraska USA, was acquired from General Dynamics. This company operates in the same business area as Raufoss Fuel Systems, with its main focus on the American and Asian markets. Trustworthy We shall have confidence in the market and a solid reputation among customers and our own employees. Entrepreneurial Creativity and innovation are the backbone of the Group's business operations. We promote cooperation both internally and with partners. Responsive We shall be responsive, proactive and focussed towards our customers, shareholders and partners. Responsible Hexagon Composites is a Group that takes responsibility both in managing its own resources and the environment in a sustainable manner. 8 2006 Comrod acquired Eltek Defence from Eltek ASA. Comrod later acquired the French company Lerc S.A. Devold AMT established two new production companies, UAB AMT Baltija in Lithuania and the joint venture company PPG-Devold LLC in the US to exploit the growth expected in Devold AMT AS' most important market segment, the wind power industry. 2007 The business area for composite antennas is demerged and listed separately as Comrod Communication ASA. 2010 Hexagon acquired Composite Scandinavia, a Swedish company that develops and produces composite LPG cylinders. 2012 Remaining production of composite reinforcements at Lange- våg is relocated to the company's factory in Lithuania. The product area CNG passenger cars was demerged from Ragasco and merged with Hexagon Raufoss. Streamlining of LPG cylinders will give increased focus and effectiveness. Production of LPG cylinders at Composite Scandinavia in Sweden is dis- continued. 2013 Hexagon Composites is carrying out a re-branding of the entire Group and implementing a uniform profile that will strengthen both the subsidiaries and Group through increased visibility, recognition and knowledge. The production equipment from Composite Scandinavia is moved to Russia for the production of LPG cylinders in a JV that has been established with a partner in Russia (Autocomponent). About HEXAGON composites CORPORATE GOVERNANCE BOARD OF DIRECTORS' REPORT FINANCIAL STATement INTERNATIONAL MARKET LEADER WITH GLOBAL PRESENCE LPG cylinders Hexagon Ragasco, Raufoss, Norway CNG cylinders Hexagon Lincoln, Lincoln, Nebraska, US Composite reinforcements PPG-Devold LLC, Shelby, North Carolina, US CNG cylinders Hexagon Raufoss, Raufoss, Norway HEXAGON COMPOSITES ASA Head Office, Ålesund, Norway LPG cylinders Rugasco, Nìzjnìj Novgorod, Russia Composite reinforcements Hexagon Devold Lithuania UAB Kursenai, Lithuania Composite reinforcements Hexagon Devold, Head Office, Langevåg, Norway HEXAGON ADMINISTRAtion and PRODuction sites Sales representatives Sweden, Denmark, Spain, India, Singapore, Chile and the US 9 About HEXAGON composites CORPORATE GOVERNANCE BOARD OF DIRECTORS' REPORT FINANCIAL STATement BOARD OF DIRECTORS Knut Flakk Chairman M.Sc. (BI Norwegian Business School) and MBA (London Business School). Knut Flakk owns the Flakk Group and has extensive experience from establishing, developing and operating industrial companies both in Norway and internationally. He has been the CEO of the Flakk Group since 1996 and serves as Chairman of the Board of all the Group's main subsidaries. Kristin krohn Devold Deputy Chair M.Sc. (NHH, Norwegian School of Economics). General Secretary of the Norwegian Trekking Association and board member for a number of large technology and industrial companies. Defence Minister from 2001 until 2005 and has solid and extensive experience from various positions and offices in politics and business. Independent board member. Number of shares: 51 417 236 Number of shares: 0 Kristine Landmark Board member M.Sc. (NHH, Norwegian School of Economics). Managing Director of Slettvold Møbler AS. Kristine Landmark has extensive experience from various management positions within the banking and furniture industries. She sits on several boards of corporate groups, companies and associations. Independent board member. Jan Magne Galåen Board member Degree in Civil Engineering from Norwegian University of Science and Technology (NTNU). Portfolio manager at Rasmussengruppen and represents his employer on the board. Has extensive experience as a financial analyst at Fearnley Fonds and First Securities and as portfolio manager at Rasmussengruppen. Sverre narvesen Board member Civil Engineer Managing Director of SINTEF Raufoss Manufacturing AS and head of Norwegian Centres of Expertise, Raufoss. Has 15 years' experience from various management positions at Raufoss ASA. Board positions in several industrial companies and experience from building up innovative groups. Independent board member. Number of shares: 0 Number of shares: 15 268 000 *) Number of shares: 0 *) 10 See Note 28 About HEXAGON composites CORPORATE GOVERNANCE BOARD OF DIRECTORS' REPORT FINANCIAL STATement MANAGEMENT Tore J. Fjell Acting CEO M.Sc. (Business)/BA. Has extensive experience from various management positions at Elkem and Orkla and as Director of Oslo Stock Exchange with responsibility for the listed companies. Has previously been a board member at Hexagon Composites. Number of shares: 771 044 tor olsen husø CFO M.Sc. (NHH, Norwegian School of Economics). Tor Olsen Husø has been CFO at the Group since 2000. He is an employee of the Flakk Group and has previous experience from Vital Forsikring, UNI Storebrand Factoring and DNB Finans. Number of shares: 250 365 Trond Seth Purchasing Manager and Project Director Engineering graduate (Møre and Romsdal College of Engineering). Employed at the Flakk Group since 2009 and is hired in part time as purchasing manager. Broad experience from various positions in the maritime industry, including as strategic purchasing manager at Rolls-Royce Marine AS. Number of shares: 2 000 Solveig Maria Drøpping Sæther Communication Manager Bachelor of Marketing (Norwegian Marketing School/BI Norwegian Business School). Solveig Sæther has been employed since 2010 and has 10 years' experience within marketing and communication from the Wilh. Wilhelmsen Group. Number of shares: 0 GEIR J. TORSET Group Controller State Authorised Public Accountant (NHH, Norwegian School of Economics). Geir J. Torset is employed at the Flakk Group and has been hired in part time at Hexagon Composites since 2005. He has previously worked as an auditor and has extensive experience from the auditing company KPMG. Number of shares: 30 000 kristin waatland kestler Company Secretary Hired in part time from the Flakk Group as company secretary. Has previous experience from Royal Viking Line and group management at Alcan Aluminium- werke GmbH. Number of shares: 0 Jack Schimenti Managing Director - Hexagon Lincoln Bachelor Degree in Industrial Engineering. Employed at Hexagon Lincoln since 2005 and took over as Managing director in 2010. Previously held the position of Vice President Operations. Extensive experience from production processes for composites. Number of shares: 30 000 Kåre Dybvik Managing Director - Hexagon Devold B.Sc., Mechanical Engineering, Manufacturing Management and MBA (BI Norwegian Business School). Employed at Hexagon Devold since 1995 and has had various management positions at the company. Took over as Managing direc- tor in 2010. Was previously assistant man- aging director. Number of shares: 52 124 Business unit MANAGERS SKJALG SYLTE STAVHEIM Managing Director - Hexagon Ragasco Degree in Business Administration from BI Norwegian Business School. Employed at Hexagon Ragasco since the start of 1996. Took over as Managing director in 2013. Was previously factory manager. Has previous experience from Delta Consult, Norbok and Raufoss ASA. Number of shares: 130 044 11 About HEXAGON composites CORPORATE GOVERNANCE BOARD OF DIRECTORS' REPORT FINANCIAL STATement WORDS FROM THE CHAIRMAN Hexagon Composites has a solid and ground-breaking product portfolio, cost-effective production facilities and, not least, a group of dedicated and competent employees. Hexagon Composites was established in 2000 with a clear ambition of taking market shares from traditional materials such as steel and aluminium with innovative composite solutions at competitive prices. This targeted work for 13 years has given results. The current product portfolio consists of multiaxial reinforcements in glass and carbon fibres as well as lightweight composite cylinders for the storage and transport of gas. There are many areas of use and we are presently a global market leader in several niche markets with significant growth potential. A particular characteristic of the Hexagon Group is the ability to develop and commercialise advanced composite products that are both cost-effective and give clear benefits compared with traditional solutions. Products with lighter weight, better corrosion resistance and considerably longer useful life also contribute to less impact on both humans and the environment. During 2012 Hexagon Composites has implemented an number of measures that are expected to strengthen the Group's long-term competitiveness: • Hexagon Devold has discontinued its remaining production in Norway and has united all European production at the company's factory in Lithuania. • Hexagon Ragasco has strengthened the sales organisation with the clear goal of increasing capacity utilisation at the company's fully automated production facility in Norway. • Composite Scandinavia was closed down and the production equipment was sold to the Russian joint venture company Rug- asco. Hexagon Ragasco's facilities in Norway have been given the volumes that were previously produced in Sweden. • Hexagon Raufoss has instigated a number of measures to ensure the stable and profitable production of CNG cylinders for the passenger car market • Hexagon Lincoln has strengthen its staff with a number of new employees to meet the strong market growth. THE YEAR THAT HAS PASSED 2012 provided a positive, however still unsatisfactory result. The most important reasons were a European market marked by economic recession, significant challenges related to the upscaling of production of CNG cylinders for passenger cars and the one-time costs associated with relocating Hexagon Devold's production to Lithuania. However, results in a number of our European companies were offset by a record profit for Hexagon Lincoln. An important reason for the solid development in the US is the strong growth in the market for natural gas-powered vehicles. This is a direct consequence of the shale gas revolution that has made it much cheaper to use natural gas as fuel. This applies in particular to heavier heavy-duty vehicles which have high fuel consumption, however do not have the requirements that passenger cars have for filling stations that are in close proximity to one another. However, in Europe, where the gas price is currently significantly higher than in the US, the conditions for converting from diesel to gas are related much more to political environmental requirements. However, the economic situation in Europe has significantly reduced the ability of governments to invest and many of the incentive schemes have therefore been reduced considerably. POSITIONED FOR PROFITABLE GROWTH The Hexagon Group has a solid and ground-breaking product portfolio, cost-effective production facilities and, not least, a group of dedicated and competent employees. We are therefore well positioned to maintain and strengthen our market position in the years ahead. As part of the work on strengthening our global position, in March this year we carried out a complete re-branding of the Group in order for all the companies in the Group to have a uniform market profile. Several of our markets are expected to experience significant growth and we have therefore strongly invested in increased production capacity in these areas. When the approved investments are made in summer 2013, it is expected that sales could double compared with 2012 without further investments within these areas. In conclusion, I would like to thank all other shareholders for the trust, support and patience you have shown the company throughout the years. It has been an exciting journey so far, however I still believe that the most promising years are still ahead of us and I look forward to continuing the work on making Hexagon Composites a success for all of us. Sincerely Knut Flakk Chairman of the Board, Hexagon Composites ASA 12 About HEXAGON composites CORPORATE GOVERNANCE BOARD OF DIRECTORS' REPORT FINANCIAL STATement Important events in 2012 Q1 • Hexagon Devold decided to relocate the remaining production in Norway to the company's factory in Lithuania. • The Group decided to demerge the CNG passenger cars product area from Hexagon Ragasco and merge it with Hexagon Raufoss. • Hexagon Lincoln received a special permit from the American authorities which approves the production and use of TITAN™ transport modules in the US. Q2 • Composite Scandinavia decided to discontinue production of LPG cylinders at Piteå in Sweden. • Hexagon Composites entered into a joint venture agreement with the Russian company Autocomponent to work together with LPG and CNG cylinders in Russia. • Hexagon Lincoln was awarded a strategically important contract with SC Group in Thailand to supply 55 TITAN™ modules. • Hexagon Lincoln received the first three orders for TITAN™ to the North American market which had a combined value of NOK 75 million. • Hexagon Devold completed the relocation of the remaining production from Langevåg to Lithuania. Q3 • The product area CNG passenger cars was formally demerged from Hexagon Ragasco and merged with Hexagon Raufoss with effect from 1 October. • After 11 years, CEO Erik Espeset resigned to take up the position of managing director at Tafjord Kraft AS from 1 January 2013. Q4 • The High-pressure business unit achieved record sales in the fourth quarter. Q1 2013 • Hexagon Raufoss signed an agreement with a leading American car manufacturer for the delivery of CNG cylinders valued at NOK 90 million over four years. • Tore J. Fjell became acting CEO with effect from 1 January 2013. • Hexagon Composites implemented a new unified, visual profile for the entire Group. • Jon Erik Engeset was employed as the new CEO at Hexagon Composites ASA taking up the position on 5 August 2013. 13 About HEXAGON composites CORPORATE GOVERNANCE BOARD OF DIRECTORS' REPORT FINANCIAL STATement OBJECTIVES FOR HEXAGON COMPOSITES 2012 OBJECTIVES FOR 2012 MILESTONES 2012 Cover global market requirements Sales and market developments in all business units with a special focus on LPG cylinders and TITAN™ modules. Achieved significant growth, market breakthrough and a differentiated sales portfolio for TITAN™ in North and South America and South-East Asia. Stand out as a uniform and global group and build a strong and recognisable brand. Strengthening of the sales organisation in the US to meet the strong growth in the American market. Reorganisation of the sales organisation for LPG cylinders was carried out in the second half of 2012. Increased market focus at CNG passenger cars through the separation from Hexagon Ragasco. Implementation of a united visual profile for the Group in March 2013. Develop unique products Continue to work on European approval for TITAN™. A broader bulk-hauling and TITAN™ product portfolio was developed. Develop new TITAN™ configurations. Initiate and manage development projects within hydrogen. Manage the continued commercial development of risers for the offshore industry. Carried out focussed organisation to realise new hydrogen development projects. Continued development of riser project. Achieve full capacity utilisation Increase capacity utilisation and strengthen product capacity in all business units. Unite the production of LPG cylinders and European production of composite reinforcements to achieve better production capacity and efficiency. Hexagon Lincoln achieved full capacity utilisation for TUFFSHELL™ throughout the entire year and full capa- city utilisation for TITAN™ in the second half of 2012. Production at Composite Scandinavia was discontinued in the third quarter to achieve a better balance between demand and capacity in the European LPG market. The facility was taken over by the joint venture company Rugasco in Russia. Ensure financial stability Adapt to the cost level in the market by uniting all Euro- pean production of composite reinforcements in Lithuania. All European capacity for composite reinforcements was united in Lithuania in the third quarter of 2012 to ensure better utilisation of capacity and low cost production. Organisation and personnel We want to attract and develop motivated employees with relevant expertise and interest. European production of composite reinforcements was successfully united in the first half of 2012. Increased focus on market organisation through separation of CNG passenger cars from Hexagon Ragasco. Considerable increase in staff at Hexagon Lincoln and new management at CNG passenger cars. 14 About HEXAGON composites CORPORATE GOVERNANCE BOARD OF DIRECTORS' REPORT FINANCIAL STATement Deviations 2012 FOCUS AREAS 2013 Cover global market requirements Realised lower sales of LPG cylinders than expected. Establish more customer arrangements with stable LPG customers. Meet the continued strong growth in the US with adapted products. Grow in selected global markets. Establish customer arrangements with more motor vehicle producers. Establish more customer arrangements for composite reinforcements. Develop Hexagon Composites as a strong brand in the global market. Develop unique products European approval of TITAN™ has not been achieved. This is a long-term project with a five year horizon. The development within hydrogen has been focused on existing projects, and commercialisation is considered demanding, but feasible. Continued development of customer-adapted CNG products with a particular focus on new customers in the US and motor vehicle producers in the EU. Increase focus on our unique expertise within hydrogen cylinders. Achieve full capacity utilisation Weaker than expected capacity utilisation on the LPG line in the second half of 2012. Double production capacity for CNG cylinders and TITAN™ at Hexagon Lincoln. Establish stable production of CNG cylinders for passenger vehicles at Hexagon Raufoss. Commence production of LPG cylinders at Rugasco (JV) in Russia. Ensure financial stability Challenges related to establishment of a stable and satisfactory quality situation for CNG passenger cars. Focus on improved and good profitability in all business units. Organisation and personnel Increased focus on leadership development. 15 About HEXAGON composites CORPORATE GOVERNANCE BOARD OF DIRECTORS' REPORT FINANCIAL STATement Protected valve The design ensures that the valve is protected against external impact. Lightweight 50% lighter weight than a steel cylinder with equivalent volume gives unique handling ability. Award winning design The design gives a softer and friendlier impression and a better user experience. Easy to see gas level CORROSION-RESISTANT The cylinder does not rust, a factor that is crucial to the lifetime and safety. 16 The cylinder does not rust, a factor that is crucial to the useful life and safety. About HEXAGON composites CORPORATE GOVERNANCE BOARD OF DIRECTORS' REPORT FINANCIAL STATement HEXAGON RAGASCO Hexagon Ragasco (previously Ragasco) is a global supplier of composite, lightweight cylinders for propane (LPG) for households, leisure activities, catering kitchens and forklift trucks. THE RESULT Hexagon Ragasco had combined sales of NOK 338.6 million (435.8) in 2012. The business unit achieved an operating result (EBIT) in 2012 of NOK - 5.4 (22.8) million. The lower sales in 2012 were due to a very low number of completed deliveries to markets outside Europe. Deliveries to European customers remain stable, but are however influenced by the difficult financial situation in Southern Europe. The result was negatively affected by the costs associated with the closure of Composite Scandinavia, as well as the costs from increasing production of CNG cylinders for passenger vehicles. The result is unsatisfactory and significant measures were taken in 2012 to strengthen the company's competitive position. 2012 2011 Turnover 338 605 435 792 EBITDA 24 265 71 742 EBIT -5 414 22 816 EBIT % -1.6 % 5.2 % IMPORTANT EVENTS The need for capacity adjustment and more cost-effective production resulted in production at Composite Scandinavia in Piteå being discontinued at the end of the third quarter in 2012. The customer base was moved to Hexagon Ragasco and the production equipment was transferred to the Russian joint venture company Rugasco for production for the Russian market. This production is planned to commence at the end of the first half of 2013 under the direction of Rugasco. The product area CNG passenger vehicles was demerged from Hexagon Ragasco and merged with Hexagon Raufoss with effect from the 4th quarter of 2012. Streamlining of LPG cylinders will give increased focus and effectiveness. The sales and marketing work was strengthened and inten- sified through, among other things, organisational changes and increased presence in established and new markets. PRODUCTION & PRODUCT DEVELOPMENT Production takes place at Raufoss in Norway. Production is fully automated and was primarily operated in three shifts in 2012. The production efficiency and unit costs are the basis for effective ope- ration and improvement programmes are continually being run. The company has product development programmes in progress at all times. Streamlining of production and optimisation of the existing market portfolio are ongoing. THE MARKET Our market is leading distributors of LPG for household consumption, primarily in Europe, Latin America and the Middle East. These distributors purchase and administer large stocks of gas cylinders that are part of exchange centres. The end user pays a one-time fee and exchanges the empty cylinder with a filled cylinder. Our cylinders are somewhat more expensive than steel cylinders, but have a number of user benefits as shown on the opposite page. For the first time we have carried out market initiatives together with the customers to better demonstrate the benefits of the product to end users. The cylinders are now sold in more than 40 countries. Work is being continually carried out to obtain type approval and authorisation to sell in new countries. Fuel tanks for forklift trucks have the same technology and customer base, however require separate type approvals. North America is considered to be the most interesting market and the cylinder is approved in the US and Canada. 17 About HEXAGON composites CORPORATE GOVERNANCE BOARD OF DIRECTORS' REPORT SHARE OPERATING INCOME HExagon ragasco economic Development HExagon ragasco ■ Composite cylinders ■ Composite reinforcements ■ High-pressure cylinders ■ Operating income ■ EBIT FINANCIAL STATement — EBIT% MNOK EBIT % 600 20.0% 17% 15.0% 400 32% 10.0% 200 51% 5.0% 0.0% 0 2008 COMPETITORS Hexagon Ragasco is a leader in composite cylinders and is the only supplier of pure composite cylinders that can lay claim to more than 10 years of production. Hexagon Ragasco is presently considered to be the leading supplier in terms of cost and quality in this market segment. The largest competitor is traditional steel cylinders. They are cheaper, but are heavier and corrode, do not show the gas level and do not have the same safety from explosion as our composite cylinders. There are competing lightweight cylinders in all of our markets; however none of these provide noticeable competition at the present time. Hexagon Ragasco maintained its market shares in 2012. There was no change in the division between composite and steel. MARKET OUTLOOK In large parts of the world LPG supplied in transportable cylinders is the most important energy source for cooking. Increased prosperity is expected to increase the willingness to pay for better solutions in both the short and long terms. Work is continually being carried out with market development in existing and new markets. STRATEGY AND OBJECTIVES Hexagon Ragasco shall be number one in the development and supply of mass-produced, cost-effective composite cylinders for LPG. The company has the industry's highest safety standards and shall be the industry's most reliable supplier. 18 2009 2010 2011 2012 -5.0% The following important objectives were achieved in 2012: • • • • Demerged CNG passenger cars from Hexagon Ragasco to streamline the product area for LPG cylinders Increased focus on sales and the market, including organisational changes to strengthen sales and market work Closure of production at Composite Scandinavia, sale of production equipment to the company's JV in Russia and relocation of production volumes to Hexagon Ragasco Capacity adjustments and measures to increase production efficiency. Objectives for 2013-2014 • • • • Increase the market shares with existing customers and sales to new markets Focus on the initiatives in Europe, the Middle East and North and South America Utilise available production capacity Commence production of LPG cylinders in Russia through the joint venture company Rugasco. Hexagon Ragasco AS is located in Raufoss, Norway and has 72 employees. The company has sales representatives in Sweden, Denmark, Spain, the US, Chile, India and Singapore. About HEXAGON composites CORPORATE GOVERNANCE BOARD OF DIRECTORS' REPORT FINANCIAL STATement Hexagon Ragasco shall be number one in the development and supply of mass-produced, cost-effective composite cylinders for LPG. The LPG cylinder from Hexagon Ragasco has half the weight of steel cylinders, something that provides major benefits to end users. Propane delivered in transportable cylinders is the most important energy source for cooking in large parts of the world. 19 About HEXAGON composites CORPORATE GOVERNANCE Lightweight The high-pressure cylinders weigh up to 70% less than steel cylinders. This is extremely important for the vehicle's stability, among other things. CORROSION-RESISTANT The cylinders do not rust, something that is of crucial importance to the useful life and safety. Better fuel economy Lower combined weight and greater storage capacity give better fuel economy. Operational efficiency Greater economic efficiency through less maintenance and lower fuel consumption. 20 BOARD OF DIRECTORS' REPORT FINANCIAL STATement About HEXAGON composites CORPORATE GOVERNANCE BOARD OF DIRECTORS' REPORT FINANCIAL STATement HEXAGON lincoln hexagon Raufoss The business unit for high-pressure cylinders (Hexagon Lincoln and Hexagon Raufoss) is the market leader within complete composite storage and transportation systems. The business unit includes fuel cylinders for passenger vehicles, buses and heavy vehicles as well as transport and storage cylinders (natural gas and hydrogen). THE RESULT The business unit had total sales of NOK 545.1 million (386.5) in 2012 and achieved an operating profit (EBIT) in 2012 of NOK 50.6 million (25.4). The increase in sales was primarily due to strong growth in the US in the areas of bulk transport solutions and fuel tanks for heavy vehicles. In Europe the economic situation in Southern European countries has, on the whole, resulted in lower sales of fuel tanks for gas-powered buses. Hexagon Raufoss The production of CNG passenger vehicle tanks was transferred from Hexagon Ragasco. After a running-in period, the desired efficiency increase was achieved. In the 4th quarter a framework agreement was signed for the delivery of fuel tanks to South America to an American passenger vehicle manufacturer worth a potential NOK 90 million. The tanks shall be delivered over a four year period. PRODUCTION AND PRODUCT DEVELOPMENT 2012 2011 Turnover 545 126 386 548 EBITDA 75 483 40 245 EBIT 50 611 25 408 9.3 % 6.6 % EBIT % IMPORTANT EVENTS Hexagon Lincoln TITAN™ bulk transport modules received a special permit from the American authorities for use in the US. This resulted in more contracts. Two new and larger TITAN™ variants, TITAN™ 5 and TITAN™ Magnum, were launched. These represent an increase in capacity of up to 30% and have raised interest from gas transporters over the entire world. A considerable increase in capacity in TITAN™ production was achieved through improved work flow and certification of the operators to carry out more operations. The production of CNG fuel tanks increased by almost 50% in 2012. Funds have been allocated and work commenced on further capacity expansion for TITAN™ and tanks for motor vehicles and buses. From summer 2013 capacity will be almost doubled from the 2012 level. In 2012 a new plastic inner liner was developed that reduces permeability (i.e. flow of gas through the inner plastic cylinder) to practically zero. This is an important innovation as the emission requirements from vehicles become more stringent. Important development projects are continually ongoing. The development of fuel tanks largely occurs in close cooperation with the car and bus manufacturers. An internal development programme has the objective of standardising the use of components. Efficiency gains have already been achieved and this work continues with a view to better purchase agreements and routines. THE MARKET The most important market driver for the business areas in 2012 was the major increase in the use of natural gas in the US. Cheap shale gas is making it profitable to drive heavy vehicles on CNG and fleet owners are converting to become competitive. This development looks set to increase in the years ahead. Bulk transport The backbone in this segment is our TITAN™ transport modules. Low weight and high capacity make TITAN™ superior in areas and countries without pipe-based infrastructure, regardless of the development level. TITAN™ Magnum, which is the largest type, makes it possible to transport 12,057 Sm³ of gas (prior to compression). This entails the need for fewer transport modules, 21 About HEXAGON composites CORPORATE GOVERNANCE BOARD OF DIRECTORS' REPORT FINANCIAL STATement SHARE OPERATING INCOME HExagon Lincoln/Hexagon Raufoss economic Development HExagon Lincoln/Hexagon Raufoss ■ High-pressure cylinders ■ Composite cylinders ■ Composite reinforcements ■ Operating income ■ EBIT — EBIT% MNOK EBIT % 10.0% 17% 600 8.0% 32% 6.0% 400 4.0% 200 51% 2.0% 0 0.0% 2008 something which in itself makes gas transport more efficient both financially and environmentally. The transport of such amounts of gas by road is subject to strict national approval arrangements. The American approval is important because it is considered that this will reduce the processing time in new countries. Thus far the solution has been approved and used in Malaysia, Vietnam, Thailand, Colombia, Australia, The Dominican Republic, Peru and the US. In Europe it is currently not permitted to transport such large amounts of gas in one cylinder. A legal amendment would be expected to take 3-5 years. In this market, our SMARTSTORE™ cylinders of up to 450 litres are sold to, among others, biogas transporters in Scandinavia. CNG CYLINDERS FOR VEHICLES Buses With TUFFSHELL® roof-mounted fuel tanks, the Group is a dominant supplier to gas-powered bus producers in the US and Europe. While there is a great deal of activity in the US where natural gas used as a fuel gives financial benefits, the market is weaker in crisis-plagued Europe. Investments in new gas-powered buses are low. There was a good level of activity in the Nordic and Baltic regions during 2012. Heavy-duty vehicles In the US an increasing percentage of heavy-duty vehicles and long-haul transport vehicles are converting to CNG. While this has thus far involved rebuilding new vehicles, the major truck manufacturers are now starting to supply vehicles with newlydeveloped gas engines and factory-installed CNG tanks. With considerable cost reductions as the driving force, this development is expected to intensify in the years ahead. 22 2009 2010 2011 2012 Passenger vehicles Development is progressing and Western Europe is ahead of the US due to environmental requirements and better developed infrastructure for filling stations for the passenger vehicle market. We are currently supplying to three major international, motor vehicle manufacturers and we are the dominant supplier of composite gas cylinders. The Asian market is extremely price-oriented and the cheapest solution is often selected even if this has disadvantages (higher weight, vulnerable to corrosion, risk of explosion). An example is gas-powered buses. Low-floor buses are also coming to Asia, however they are choosing roof-mounted, heavy steel tanks at a low price, despite the fact that this is to the detriment of the bus' stability. Hydrogen cylinders Hydrogen under high pressure is considered to be the best and most cost-effective solution for the use of hydrogen as an energy carrier for vehicles. Germany and Japan are the leaders in the development of hydrogen-powered cars and related infrastructure. Hexagon Composites is involved in a number of development projects. One of these projects is under the direction of the American Department of Energy (DOE) and concerns the reduction of the costs related to storage systems for hydrogen. The Group is a technology leader in storage tanks for stationary filling stations that permit pressure of 950 bar. The cylinders are used in Germany, Denmark, Norway, the US and Canada. COMPETITORS In the bus market in the western world low weight is decisive because roof-mounted tanks on low-floor buses impact on the bus' stability. In the US and Europe the Group's market shares are high: 80% and 60% respectively. The competitors in the US are primarily North American producers of cylinders with alumi- About HEXAGON composites CORPORATE GOVERNANCE BOARD OF DIRECTORS' REPORT FINANCIAL STATement The lightweight cylinders from Hexagon Raufoss are up to 70% lighter than steel cylinders. Lower combined weight and greater storage capacity give better fuel economy. nium inner liner (Type 3), and some smaller European producers with Type 4. The situation in Asia is described under "The Market". For trucks in the US, weight and corrosion resistance are important factors and solutions with composite cylinders are the only solutions used. Our competitors in the bus market also operate in the truck market. To a certain extent, the same competitors can be found in the passenger vehicle market as in the truck market. The use of pure steel cylinders is also widespread in the EU. The new requirements for the tax structure for passenger vehicles in the EU will entail that weight will become a considerably more important factor. In bulk transport, the Group's TITAN™ products are unique and compete well because they permit considerably higher volumes/maximum load and thereby significantly reduce transporters' operating costs. However, there is significant compe- tition from cheaper steel tank solutions despite their disadvant- ages of heavier weight and lower volumes. For the smaller SMARTSTORE™ cylinders, the weight in some cases can be of lesser importance and steel cylinders are a noticeable competitor, as well as smaller Type 4 cylinders. MARKET OUTLOOK A strong increase in sales of fuel cylinders for heavy vehicles is expected in the US. The same applies to TITAN™ in the countries where the solution has been approved and in the countries we expect to obtain approval. The European bus market will most likely also remain weak in 2013. An increase is expected in the market for composite cylinders for passenger vehicles as new models are launched. STRATEGY AND OBJECTIVES The business unit shall be number one globally in the development and production of complete composite storage and transport systems for gas under pressure. Hexagon Composites shall comply with the strictest safety standards and be the industry's most relia- ble supplier and the preferred cooperative partner for development. The following important objectives were achieved in 2012 • • • • • • Major increase in production at Lincoln to meet the strong market growth in the US Implementation of major expansion of capacity at Hexagon Lincoln A considerable overall strengthening of the organisation to meet the large increase in sales Establishment of new management for CNG passenger cars The product area CNG passenger cars was demerged from Hexagon Ragasco and merged with Hexagon Raufoss Challenges during the start-up period for CNG passenger cars have been resolved and good control of the production processes has been achieved. Objectives for 2013-2014 • • • • • • Capture market shares with TITAN™ in Asia, South America and North America Expand the growing American market for gas fuel cylinders. Further develop our leading position in Europe for CNG transport with SMARTSTORE™ Strengthen our position as market leader in fuel tanks for gas-powered buses in the US and Europe Reinforce our dominant position in the US for larger fuel cylinders for the heaviest vehicles that increase range Maintain and further develop our position as the largest supplier of composite cylinders for passenger vehicles. Hexagon Lincoln Inc. is located in Nebraska, USA and has 251 employees. Hexagon Raufoss is located in Raufoss, Norway and has 41 employees. The companies have sales representatives based in Singapore and India. 23 About HEXAGON composites Low-cost production Hexagon Devold is strategically positioned with low-cost production in Lithuania and the US. 24 CORPORATE GOVERNANCE BOARD OF DIRECTORS' REPORT FINANCIAL STATement About HEXAGON composites CORPORATE GOVERNANCE BOARD OF DIRECTORS' REPORT FINANCIAL STATement HEXAGON devold Hexagon Devold (previously Devold AMT) is a leading international player within stitched, multiaxial composite reinforcements of glass and carbon fibre. Large parts of the volume go towards the wind power industry and production of wind turbine blades for which high demands are set for weight and strength. RESULT Hexagon Devold had total sales in 2012 of NOK 176.1 million (172.2). The business unit achieved an operating result (EBIT) in 2012 of NOK - 7.4 (-1.5) million. The loss was primarily due to restructuring costs in the first half of the year associated with the closure of production at Langevåg and the relocation of the remaining production equipment to Lithuania. The company achieved an operating profit in the second half of 2012. A restructured and strengthened sales apparatus has been implemented over the past few years. This ensures close proximity to and better follow-up of customers as well as increased resources for being able to continually work towards gaining new customers and markets. PRODUCTION & PRODUCT DEVELOPMENT 2012 2011 176 145 172 248 784 7 017 ISO-9001 approval for the factory in Lithuania was in place in August and both of our factories are therefore ISO-9001 certified. The company continually has product development projects in cooperation with the customers. These types of projects have the objective of finding solutions that optimise the customers' production and/or provide product improvements that allow for larger or more robust wind turbine blades. EBIT -7 355 -1 453 the market EBIT % -4.2 % -0.8 % Turnover EBITDA IMPORTANT EVENTS The most important milestone for the company in 2012 was the relocation of the remaining production at Langevåg to the company's factory in Lithuania. Hexagon Devold is now well-positioned, with low-cost production in Lithuania and the US, and the effect of this is evidenced by improved margins. The challenge ahead is to increase sales and achieve better capacity utilisation. The US has had lower growth due to a temporary withdrawal of the PTC (Production Tax Credit) on investments in the wind power industry. The scheme will now be extended for one more year as part of the "fiscal cliff" package. It is expected that this will contribute to increased activity in the country. Our market is primarily the wind turbine industry (90%) in Europe and the US. The market is largely dependent on the political guidelines and incentives that make development profitable and wind power competitive. The company has strengthened its position and become more competitive through low-cost production, consolidation of production in Europe and increased capacity utilisation. In March 2011 the European Commission decided to maintain the punitive duties on Chinese fibre for a further 5 years. The punitive duties, including import duties, amount to 21%. This is restrictive for the producers of reinforcements within the EU in terms of access to reasonably priced raw materials, while it gives an advantage to Chinese competitors. 25 About HEXAGON composites CORPORATE GOVERNANCE BOARD OF DIRECTORS' REPORT SHARE OPERATING INCOME HExagon Devold economic Development HExagon Devold ■ Composite reinforcements ■ Composite cylinders ■ High-pressure cylinders ■ Operating income ■ EBIT FINANCIAL STATement — EBIT% MNOK EBIT % 600 17% 400 22.0% 32% 12.0% 200 2.0% -8.0% 51% 0 2008 COMPETITORS In recent years the industry has been characterised by consolidation towards fewer and larger market players. With the exception of China, no new competitors have emerged and competitors have discontinued production in both Europe and the US. This development is expected to continue and the European customers are positive about our initiative in Lithuania. Quality is of increasing importance because wind turbine blades are continually getting larger. The most important compe- titive factors for producers of fibre reinforcements are product quality, price and reliability of supply. Hexagon Devold is considered to be competitive in terms of price, flexibility and reliability of quality and supply. The company is consciously working towards further strengthening its competitiveness within these areas. MARKET OUTLOOK Hexagon Devold is totally dependent on the development of the wind power industry. This development is largely based on political objectives and incentive schemes intended to promote the envi- ronment and/or the country's ability to supply itself with energy. The challenge is that these political guidelines are regional or national. Supranational guidelines would give better predictability, however we have yet to see any such schemes from, for example, the EU. In 2012 wind power made up 2.6% of the world's electricity production. It is expected that this share will increase to 7%-8% in 2022. 26 2009 2010 2011 2012 -18.0% STRATEGY AND OBJECTIVES By focusing on cost-effective production and an adapted and flexible organisation, Hexagon Devold shall capture market shares in segments that represent large volumes, including in new geographical markets. This shall make us a profitable and important player in the markets in which we operate. The following important objectives were achieved in 2012 • • • Completed the relocation of the remaining production from Langevåg to Lithuania. Achieved positive operating results in both the 3rd and 4th quarters as a direct consequence of the relocation Is well positioned with low-cost production in Lithuania and the US. Objectives for 2013-2014 • • • Strengthen our position and become a global, low-cost producer of high-quality reinforcements. Develop partnerships and relationships that strengthen our position as the preferred supplier. Find and develop relationships with new customers in the wind power industry. These shall be characterised by high volumes and repeated orders. Hexagon Devold's head office is located in Langevåg, Norway and has 10 employees. Hexagon Devold Lithuania is located in Kursenal, Lithuania and has 95 employees. PPG-Devold LLC joint-venture is located in Shelby, North Carolina, USA and has 35 employees. About HEXAGON composites CORPORATE GOVERNANCE BOARD OF DIRECTORS' REPORT FINANCIAL STATement Hexagon Devold works with product development projects in cooperation with the customers. The projects have the objective of finding solutions that optimise the customers' production and/or provide product improvements that allow for larger or more robust wind turbine blades. Hexagon Devold is well positioned, with low-cost production in Lithuania and the United States, and the effect of this is evidenced by improved margins. 27 About HEXAGON composites CORPORATE GOVERNANCE BOARD OF DIRECTORS' REPORT FINANCIAL STATement The American shale gas revolution and its significance to HEXAGON COMPOSITES It has long been known that enormous reserves of so-called shale gas are found on most continents and that the commercialisation of this gas could have far-reaching consequences for the world's energy supply. The challenge has been to extract the gas in a cost-effective manner, however in recent years there has been major technological progress in this field. New production methods have turned the American gas market on its head. The US, which was previously a major importer of natural gas, is now overflowing with gas at extremely low prices. For the Hexagon Group this has created significant opportunities within the transport sector. The low gas prices in North America provide major cost savings when transitioning from diesel to natural gas as a fuel. This applies in particular to heavier vehicles because these have the highest fuel consumption, however smaller vehicles are also converted to natural gas due to the cost savings and reduced emissions of greenhouse gases. Fuel costs are one of the largest cost elements for fleet operators and low natural gas prices enable major cost savings. In certain instances, the payback time for natural gas-powered vehicles is as low as 12 months. Access to gas engines with adequate tractive force and an under developed network of filling stations have restricted market growth thus far. However, the number of filling stations is increasing rapidly and already in 2013 an engine alternative will be launched that is well suited to heavier vehicles. This is contributing to new and major markets being opened up for Hexagon. Hexagon Composites is a market leader Hexagon Lincoln is presently the market leader in North America for fuel tanks for natural gas-powered vehicles. In recent years the market has been strongly driven by growth within the "transit bus" and ”refuse hauler” segments. This type of vehicle is generally operated regionally, however Hexagon Lincoln is now also experiencing a major increase in demand from the 28 heavier vehicles (Class 8 trucks) within the long-haul transport sector. With annual production of 200 000-250 000 vehicles, the latter-mentioned market segment is considerably larger than the markets that have traditionally been the most important for the company. Hexagon has the clear objective of maintaining its leading position within this growing market. Strong market drivers The most important reason for the increasing interest in the use of natural gas as a fuel for vehicles is the major cost savings this provides compared with diesel. In the US, diesel cost an average of $3.96/gallon1 in the 4th quarter of 2012 compared with natural gas that cost $2.34/DGE2. The price difference will naturally vary over time, however due to the large amounts of shale gas that are now available in the US there is a high probability that natural gas will continue to remain a cheaper alternative to diesel in the future. In addition to the cost savings, natural gas also gives significant environmental benefits compared with diesel. CO2 emissions are reduced by 20-25%, while NOx and particle emissions can be reduced by as much as 90%. Last, but not least, the increased use of domestically produced natural gas will contribute to lower oil imports. From the standpoint of the US, this is of course favourable in relation to the balance of trade and national energy security. 1 2 Source: Clean Cities Alternative Fuel Price Report, January 2013 DGE = Diesel Gallon Equivalent About HEXAGON composites CORPORATE GOVERNANCE BOARD OF DIRECTORS' REPORT FINANCIAL STATement Shale gas fields in the us Abundant reserves of cheap natural gas have become available due to developments in horisontal drilling and fracking technology. ■ Current shale gas fields ■ Shale gas basins (Source: eia) Montana Thrust Belt Williston Basin CODY GAMMON HILLIARD BAXTER MANCIOS ANTRIM Michigan Basin Greater Green River Basin Unit Basin MANCOS HERMOSA Forrest City Basin PIERRE San Juan Basins WOODFORD Anadarko Basin Rato Basin Palo Duro Basin Permian Basin BARNETT WOODFORD Marfa Basin FAYETTVILLE Arkoma Basin BEND UTICA NEW ALBANY Cherokee Platform Paradox Basin LEWIS MARCELLUS Illinois Basin EXCELLO MULKY Piceance Basin CHATTANOOGA Black Warrior Basin Ardmore Basin BARNET Ft. Worth Basin Maveric PEARSALL Sub-Basin EAGLE FORD EAGLE Appalachaian Basin DEVONIAN (OHIO) FLOYD TEXAS NEAL LOUSIANA MISSISSIPPI Salt Basin CONASAUGA Valley & Ridge Province HAYESVILLE BOSSIER FORD Rio Grande Embayment historical oil and gas prices —– ICE Brent —– WTI Crude —– US Natgas USD/BARREL USD/MMBTU Jan. 2 0 1 3 Jul. 2 0 1 2 Oct. 2 0 1 2 Jan. 2 0 1 2 Apr. 2 0 1 2 Jul. 2 0 1 1 0 Oct. 2 0 1 1 0 Jan. 2 0 1 1 2 Apr. 2 0 1 1 20 Jul. 2010 4 Oct. 2010 40 Jan. 2010 6 Apr. 2010 60 Jul. 2009 8 Oct. 2009 80 Jan. 2009 10 Apr. 2009 100 Jul. 2008 12 Oct. 2008 120 Jan. 2008 14 Apr. 2008 140 Freightliner Cascadia CNG trailer for bulk hauling. (Source: dnb) 29 About HEXAGON composites CORPORATE GOVERNANCE BOARD OF DIRECTORS' REPORT FINANCIAL STATement SHAREHOLDER INFORMATION The increase in the share price during 2012 can be attributed largely to the strong growth in the High-pressure area and the significant market opportunities associated with shale gas in North America where Hexagon Composites is extremely well positioned. FINANCIAL CALENDER 17 april 2013 Ordinary General Meeting 30 april 2013 1st quarter 2013 22 august 2013 Half-year interim report 2013 14 february 2014 4th quarter 2013 Hexagon Composites ASA's objective is to ensure that the shareholders receive a competitive return over time. This return will first and foremost come through increases in the price of the Group's shares and partly through the payment of dividends. Hexagon Composites ASA is listed on the Match Segment of the Oslo Stock Exchange (OSE) under the ticker symbol HEX. The share capital of Hexagon Composites ASA is NOK 13.3 million and the nominal value per share is NOK 0.10. As of 31 December 2012, the Group had a market value of NOK 595.8 (327.9) million. At the start of the year the share price was listed at NOK 2.55 and ended the year at NOK 4.47. The Hexagon shares therefore increased by 74.6% (-61.9) in 2012 and were therefore one of the year's winning stocks on the Oslo Stock Exchange. In comparison, the OBX Index increased by 14.8% (-10.7) and the industrial index increased by 20.2% (-16.3). After a period of decline in 2010-2011, the company experienced an increase of 74.6% in 2012. The main reason for the decrease in the share price in the previous two years can be viewed in connection with the reduced growth in the company's sales of LPG cylinders. The increase during 2012 can primarily be attributed to the strong growth in the High-pressure area and the significant market opportunities associated with shale gas in North America where Hexagon Composites is extremely well positioned. Hexagon Composites ASA has one class of shares and all shares are freely negotiable. In 2012, 16.8 million (6.7 million) shares were traded with a turnover rate of 12.6% (5). These shares were traded for 247 (234) of 251 (252) days. The liquidity of the shares has developed positively and the Group is working on increasing interest in the shares in the investor market. Regular investor presentations are held and four brokerage houses have followed the Group with analyses. price of the Group's shares and/or dividends related to financial performance/investment requirements. Hexagon Composites did not pay dividends in 2012. At the general meeting on 17 April 2013 it will be proposed that dividends of NOK 0.15 per share are paid. DIVIDEND POLICY Swedbank First Securities AS - Contact: Hans-Erik Jacobsen Phone: +47 23 23 82 54, E-mail: hans.erik.jacobsen@ swedbank.no The Group is focussing on high-growth markets and wants to carry out the necessary investments to realise such growth. The Group's dividend policy is that the shareholders shall receive competitive returns on their shares, first and foremost through increases in the 34 31 october 2013 3rd quarter 2013 SHAREHOLDER STRUCTURE As of 31 December 2012 Hexagon Composites ASA had 1 380 (1 385) shareholders, of whom 50 (49) were foreign. The number of shares in foreign ownership was therefore 3.6% (3.5). The largest shareholder is the Flakk Holding AS with an ownership stake totalling 38.5%. The 20 largest shareholders have a total ownership stake of 83.3% (85.0) The company has a very stable ownership structure. The principal shareholders are primarily industrial investors such as the Flakk Holding AS, Rasmussengruppen AS and Bøckmann Holding AS with a combined ownership stake of 70%. Institutional investors constitute 24% of the shareholders. The remaining shareholders are principally private individuals and small and medium-sized companies with a combined ownership stake of 6%. ANALYSTS The following analysts follow Hexagon Composites ASA: DNB Bank ASA - Contact: Ole-Andreas Krohn Phone: +47 24 16 92 11, Email: [email protected] Norne Securities - Contact: Tomas Skeivys Phone: + 370 67 63 51 44, Email: [email protected] Pareto Securities AS - Contact: Thomas Nielsen Phone: +47 24 13 21 54, Email: [email protected] About HEXAGON composites CORPORATE GOVERNANCE BOARD OF DIRECTORS' REPORT FINANCIAL STATement HEXAGON SHARE VOLUME 2012 OSE PRICE TRENDS IN 2012 —– Hexagon Composites —– HEX Volume —– Hexagon Composites —– OSE20 Industrials —– OSEBX PRICE TURNOVER/VOLUME % PRICE 700T 90.0% 4.4 600T 4.2 4.0 500T 80.0% 70.0% 60.0% 3.8 400T 3.6 3.4 300T 50.0% 40.0% 30.0% 3.2 200T 3.0 20.0% 10.0% 2.8 100T 2.6 OT 1/12 2/12 3/12 4/12 5/12 6/12 7/12 8/12 0.0% -10.0% 1/12 9/12 10/12 11/12 12/12 2/12 3/12 4/12 5/12 6/12 7/12 8/12 9/12 10/12 11/12 12/12 (source: OSE) (source: OSE) Share price 2013 —– Hexagon Composites PRICE 6.2 6.0 5.8 5.6 5.4 5.2 5.0 4.8 4.6 4.4 4.2 1/13 2/13 3/13 (source: OSE) SHAREHOLDER STRUCTURE 2012 ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ 80.0% 70.0% 60.0% 50.0% 40.0% 30.0% 20.0% 10.0% Knut Trygve Flakk and related* Lars Ivar Flydal Terra Norge Spilka International AS Verdipapirfondet DNB SMB Skagen Vekst The Northern Trust Corp Bøckmann Holding AS MP Pensjon Rasmussengruppen AS Flakk Holding AS* 0.0% 2008 2009 2010 2011 2012 * These shares are controlled by Knut Trygve Flakk. 35 About HEXAGON composites CORPORATE GOVERNANCE BOARD OF DIRECTORS' REPORT FINANCIAL STATement 10 largest shareholders 31.12.2012 shareholder number of shares percent Flakk Holding AS 51 285 988 38.48 % Rasmussengruppen AS 15 268 000 11.45 % MP Pensjon 12 903 097 9.68 % Bøckmann Holding AS 11 547 531 8.66 % The Northern Trust Corporation 2 957 500 2.22 % Skagen Vekst 2 833 473 2.13 % Verdipapirfondet DNB SMB 2 600 000 1.95 % Spilka International AS 1 894 607 1.42 % Terra Norge 1 383 000 1.04 % Lars Ivar Flydal 1 273 325 0.96 % 103 946 521 77.98 % 29 348 347 22.02 % 133 294 868 100.00 % Total 10 largest shareholders Remaining Total key figures shares 2008 2009 2010 2011 2012 Closing price 2.45 9.70 6.53 2.46 4.47 High 6.94 10.20 9.80 7.10 4.47 Low 2.40 2.20 5.40 2.38 2.55 Total return (64.1) 295.9 (30.6) (61.9) 81.7 326 572 1 292 960 870 415 327 905 595 828 Turnover by value 88 148 89 549 73 019 27 686 61 731 Turnover by no. of shares 22 853 16 529 9 395 6 711 16 837 1 455 2 835 2 610 1 403 4 738 Market capitalisation Number of transactions Number of days Turnover rate Beta P/E P/B 230 245 234 247 12.4 % 7.0 % 5.0 % 12.6 % 0.26 0.16 0.34 0.50 0.61 -33.30 21.04 47.57 17.20 109.39 0.41 1.70 0.96 0.41 0.67 (0.07) 0.46 0.14 0.14 0.03 Cash flow from operations per share 0.72 1.04 0.31 0.88 0.92 Dividend per share 0.00 0.23 0.07 0.00 0.15 Equity per share 1.51 1.93 1.90 1.99 1.94 Earnings per share Share capital Closing number of shares* Number of shareholders, Norwegian Number of shareholders, foreign Ownership share, foreign * 36 226 17.2 % NOK 1 000 13 329 13 329 13 329 13 329 13 329 133 290 133 290 133 295 133 295 133 295 1 266 1 450 1 346 1 336 1 330 46 52 42 49 50 4.2 % 4.4 % 3.0 % 4.4 % 3.6 % GLOSSARY ASA Public Limited Company in Norway Bar Unit of pressure. 1 millibar = 100 N/m² CHG Compressed Hydrogen Gas CNG Compressed Natural Gas TYPE 1 Steel cylinder TYPE 2 Steel cylinder, composite-reinforced TYPE 3 Composite cylinder with metal liner TYPE 4 Composite cylinder with polymer liner EBIT Earnings before interests and taxes EBITDA Earnings before interest, taxes, depreciation and amortisation HEX Hexagon Composites ticker on Oslo Børs HSE Health, Safety & Environment. Collective term for activities relating to health protection, environmental protection, working environment and employee safety. Hydrogen Light, colourless gas (Symbol H), produced on an industrial scale IA Inclusive Workplace ISO International Organization for Standardization - publishes standards in a large number of areas Joint venture Legally signed contractual agreement whereby two or more parties undertake an economic activity Composite Combination of glass/carbon fibre and thermosetting plastic, exploiting the malleability of the plastic and the stiffness and strength of the glass/carbon fibre LPG Liquefied Petroleum Gas (propane gas) Match Equity segment on Oslo Børs NGV Natural Gas Vehicle OEM Original Equipment Manufacturer OSE Oslo Stock Exchange (Oslo Børs) Resin Chemical adhesives for strengthening glass and/or carbon fibre Sm Standard cubic metres. Unit for volumetric measurement of oil, natural gas and natural gas condensate at standard conditions defined in the ISO standard ISO 13443 3 Styren Organic hydrocarbon used in the production of rubber and plastic components TITAN™ High-pressure composite cylinder for bulk transportation and storage of CNG TUFFSHELL® High-pressure CNG cylinder for heavy-duty vehicles 5S Philosophy and way of organising and managing the workplace and workflow for the purpose of improving efficiency