annualreport 2 0 0 9
Transcription
annualreport 2 0 0 9
A N N U A L R E P O R T 2 0 0 9 Jaarbeurs Holding operates as a strategic holding company, and provides support in the areas of finance, legal matters, ICT, HRM and organisation development. VNU Exhibitions Europe organises exhibitions that deliver business to its customers, mainly in the Netherlands and China, but in other countries as well. VNU Exhibitions Europe is the market leader in the Netherlands for trade fairs. Through its subsidiary VNU Exhibitions Asia, the company has a leading position in Shanghai. Jaarbeurs Utrecht accommodates trade fairs, consumer events, conferences, meetings and other activities. By adding new functions, the venue has a multifunctional character. Jaarbeurs Catering Services is one of the largest caterers in the Netherlands. It is expanding its position through label management. Participating interests in other caterers will ensure further growth in revenue. CONTENTS Key data 3 Report of the Supervisory Board 4 Report of the Executive Board 7 New Activities 12 VNU Exhibitions Europe 14 VNU Exhibitions Asia 21 Jaarbeurs Utrecht 24 Jaarbeurs Catering Services 32 List of activities in 2009 38 Consolidated financial statements 2009 48 Consolidated financial statements 50 Consolidated balance sheet 50 Consolidated income statement 51 Consolidated statement of cash flows 52 Explanatory notes to the consolidated financial statements 53 Principles 53 Explanatory notes to the consolidated balance sheet 60 Explanatory notes to the consolidated income statement 66 Company financial statements 68 Explanatory notes to the company financial statements 69 Other information 71 Auditor’s report 71 Provisions of the articles of association regarding the appropriation of the result 72 Proposed appropriation of the result 72 Group structure 73 Five years Jaarbeurs Holding B.V. 74 Key positions 76 5 KEY DATA in e million, unless otherwise stated 2009 2008 Net revenue 152.0 145.7 Operating result 15.3 24.9 As percentage of net revenue 10.0 % 17.1 % Net result As percentage of net revenue 10.5 6.9 % 16.8 11.5 % Net cash from operating activities 31.3 38.8 Net investment in fixed assets 19.5 24.1 Amortization, depreciation and decrease in value of fixed assets 18.2 11.8 Equity 101.6 91.8 Balance sheet total 176.3 178.1 57.6 % 51.5 % Solvency Average number of employees (FTE) 787 630 6 REPORT OF THE SUPERVISORY BOARD We hereby present to the General Meeting of Shareholders of Jaarbeurs (Holding) BV the consolidated financial statements, the annual report and accompanying explanatory notes for 2009, as well as the outlook for 2010, as prepared by the Executive Board. The financial statements are accompanied by an approved auditor’s report from KPMG Accountants. We would like to recommend that the General Meeting of Shareholders approves and adopts the financial statements, including the proposed appropriation of the result. As a separate agenda item, we propose to the General Meeting of Shareholders that the Supervisory Board and the Executive Board of Jaarbeurs Holding BV be discharged from liability for the exercise of their duties in 2009 as evidenced by the financial statements and the annual report with the explanatory notes attached to them. The Supervisory Board is pleased to report that despite the economic crisis the company has been able to achieve a slight increase in revenue. The splitting up of the group’s activities ten years ago and the further diversification within the three companies have resulted in the company as a whole being less vulnerable. As a result, this has softened the adverse effects of the recession on revenue and operating result. While the operating result is lower than in 2008, partly because investments have been made in retaining customers and meeting their needs, the company can be very satisfied with the result in itself. The Board shares the concern about the fall in economic development and the hesitancy on the part of business to invest. The strategy chosen by VNU Exhibitions Europe to invest heavily in new online technologies, besides investments in new exhibitions, in order to obtain a tool with profiles of all exhibition visitors and to enrich these continuously, has the full confidence of the Board. It also believes in the added value of extending the contacts made during an exhibition to communication contacts via websites and the Strategy Summits. The Board notes with satisfaction that the development in China of VNU Exhibitions Asia continues to be successful and that due to the many stimulus programmes of the Chinese government the activities can be built up in new Chinese economic regions. The recession has not had such a great impact on the activities of Jaarbeurs Utrecht. The Board concludes this from the results and lists of activities. Three things have helped here. First, the decline in the meetings market has 7 evidently been made up for by an increase in the conference market. As a result, due to the meetingmoods concept that has been developed earlier, expenditure per customer has increased. Finally, due to the Jaarbeurs Insperience concept, which ensures that many organisational concerns are taken away from the customer, exhibition cancellations were prevented. Just as with VNU Exhibitions Europe, the Board supports the strategy of Jaarbeurs Utrecht to invest in registering details about visitors and exhibition organisers in order to have at its disposal a powerful marketing communication tool. The Board is very pleased with the rapid reaction of Jaarbeurs Catering Services, which was able to adapt its organisation to the rapid decline in the catering market which started in the second quarter of 2009. The process of rationalisation that was carried out contributed to the fact that in the end the result was still satisfactory. The opening of the ss Rotterdam in 2010, for which Jaarbeurs Catering Services provides some of the hospitality, creates a new and attractive possibility for expanding its activities. The Board continues to follow closely the developments taking place in the development of the station area project and the proposal arising from this to invest in a new East Entrance. Of course this also depends on the actual progress made in the development of the station area project. The composition of the Board remained unchanged in 2009. The Board met four times and in these meetings the Board discussed the company’s strategic choices, the development of the companies, the governance aspects, the financial statements, the interim results, the budget for 2009, the prospects for 2010, and also the functioning of the Board itself and of the Executive Board. The Supervisory Board owes all the staff of the group its thanks for their efforts in a difficult year, which can be seen in the results about which, given the economic recession, the Board can be very satisfied. Utrecht, 20 May 2010 Supervisory Board P.C. Klaver, Chairman H.W. Broeders Mrs I.G.C. Faber R.G. van Ingen J.G. Wijn 8 9 REPORT OF THE EXECUTIVE BOARD The crisis affects Jaarbeurs Holding BV Of course the crisis also affected Jaarbeurs Holding BV. Our operating companies have had a difficult year. At the beginning of 2009 we were faced with a sharp fall in demand. Despite the difficult times we are not dissatisfied with the result. While in 2008 we achieved a result of € 16.8 million, in the year under review we fell back to € 10.5 million on a higher revenue of € 152 million. Ten years ago we decided to split up the Jaarbeurs company into VNU Exhibitions Europe, Jaarbeurs Utrecht and Jaarbeurs Catering Services. We could already see then the added value of having three companies each specialising in their own areas. In turn, each company was given a clear task: diversify. Develop new products and widen the number of markets and regions in which you operate. The splitting up of the company’s activities resulted in the fact that in the year under review we did not end up into the red. We are operating in markets where times are hard, but we also operate in regions that are not sensitive to the effects of a recession. The range of products we offer - physically and digitally - and the different markets in which we are active have a damping effect on the negative influences of the crisis. Diversification in products, markets and regions has made us less sensitive to the business cycle. In any event it enabled us to finish the year with a satisfactory result. We are pursuing a policy which seeks to achieve two objectives. For the short term we are concentrating on customer retention, and where possible we offer our customers a helping hand. For the long term we are seeking to achieve growth. It is our ambition to excel with each of the three companies. This assumes a clear vision and above all requires sufficient equity to be able to make new investments. For example, VNU Exhibitions Europe will invest in online technologies in order to support the marketing process of exhibitors. Jaarbeurs Utrecht will start with the building of a new East Entrance, probably this year, which will give the starting signal for an extensive package of building activities. In turn, Jaarbeurs Catering Services will continue to invest in the logistics and marketing of its labels. 10 REPORT OF THE EXECUTIVE BOARD VNU Exhibitions Europe VNU Exhibitions Europe has had a difficult year. In particular participants at the autumn exhibitions dropped out. It required a great deal of effort by the sales teams to make up for cancellations by generating new business. Despite this development VNU Exhibitions Europe announced six new exhibitions, entered into a collaboration with Libéma and started new online platforms. Also considerable investments continued to be made in online technology. Ultimately these steps will result in a data warehouse with profiles of all the visitors attending the exhibitions. These profiles offer exhibitors the best guarantee of a profitable match with visitors. Every year VNU Exhibitions Europe now registers or updates over 1 million customer profiles. These will be enriched further in the years ahead. This explains the cooperation that was entered into with portals such as MyZoover and Quel.nl. While the former is aimed at the travel experience of the consumer, Quel.nl focuses on the manufacturing industry. The synergy effect between Quel.nl and the ESEF trade fair and Techni-Show is clear. The primary objective of VNU Exhibitions Europe is to create the opportunity for people to meet, which ultimately will result in sales. Such a meeting can come about at an exhibition, but equally via a website or via a Strategy Summit. The number of summits rose again in 2009. An exhibition is aimed at a wide target group, while a Strategy Summit is aimed primarily at the executives in a sector. Based on extensive research a sector is investigated. The results of this research are discussed by CEOs during two days. In the setting of confidentiality experiences are shared, expectations expressed and new contacts are established. VNU Exhibitions Asia We have been active in China since 2000. Thanks in part to a comprehensive stimulus programme on the part of the Chinese government there has been strong recovery in China, while other countries are struggling with contraction. In the year under review VNU Exhibitions Asia organised 13 exhibitions and is now actively engaged in developing its network in the new economic regions such as Shandong (90 million inhabitants) and Chongqing (31 million inhabitants). Jaarbeurs Utrecht It has also been difficult for Jaarbeurs Utrecht, although the variety of its activities has a damping effect on the fall in profitability. While the meeting market fell a few percentages, the number of conferences increased during the crisis, 11 partly due to the fact that many gatherings were held. Consumer events were cancelled, but at the same time there was growth in the Dance and Music segment. In the end the year was satisfactory for Jaarbeurs Utrecht. The company had already developed new concepts for increasing the level of service which it provides its customers. The meetingmoods concept was developed for conferences, meetings and gatherings. The starting point is that the effectiveness of a meeting increases if it is held in the right ambiance, with the right colour setting and with a suitable catering package. Customers are now seeing the added value of meetingmoods. While total revenue from the conference and meeting centre fell, this was partly offset because customers took up the meetingmoods concept, as a result of which the expenditure per customer rose. The value of product development was proven more than ever with Jaarbeurs Insperience. This concept is based on ‘taking your worries away’. The specialists at Jaarbeurs Utrecht take the activities involved in preparing for the exhibition and the logistics out of the hands of their customers, the exhibition organisers. They can also give advice on concepts and designs. The advantage for the exhibition organiser who hires one or more halls is that he is free to concentrate on sales activities. In a number of cases the result of this concept was that it prevented exhibition organisers from cancelling their hall reservation. In other cases the result was that after the exhibition the organiser was more than satisfied with the result achieved. 12 REPORT OF THE EXECUTIVE BOARD In the year under review Jaarbeurs Utrecht invested in a visitor marketing system for exhibition organisers. With evisit they are given a powerful marketing communication tool for ticketing, exhibition registration and the building up of a database. In the summer of 2009 a new parking system was also introduced whereby the driver is charged based on the time parked. Jaarbeurs Catering Services Times were also hard for Jaarbeurs Catering Services. Despite this, profitability remained at about the same level, but a process of rationalisation was needed in order to achieve this. When it became clear to Jaarbeurs Catering Services at the beginning of 2009 that it would be a difficult year, the organisation and expected revenue were brought into line with each other. This means that the out-of-pocket costs for the hiring of service items were reduced to virtually zero. Also in May a start was made with central planning, which enables staff to be deployed to the best possible effect. The number of ‘empty’ hours was reduced to a minimum. Despite the fall in revenue, due to the rationalisation process the profitability remained fairly even. The same applies here as well: product variety leads to a spreading of the risks. While revenue from catering in the venue rose, two of the four party caterers had problems. In particular these are the caterers who are active in the events market. For 2010 Jaarbeurs Catering Services expects a further fall in autonomous revenue. It is possible that this might be offset by revenue from new catering activities on the ss Rotterdam. Originally, operations on this ship were to have started in mid-2009, but additional building work led to this being delayed. The ship officially came into use in February 2010. Jaarbeurs Catering Services is the full shareholder of the Rotterdam caterer of the ship, On Board On Shore. These new activities illustrate the direction that Jaarbeurs Catering Services is taking: a provider of integrated hospitality concepts. 13 Building activities At the end of the previous year the ‘Nationaal Actieplan Luchtkwaliteit’ (national action plan on air quality) came into effect. With this we are able to take the next steps in the development of the Jaarbeurs venue. We translated this development into the metaphor of “The Village Square of the Netherlands”. There is always something going on at the venue. In the years ahead new facilities will be added on the east side of the Jaarbeurs venue: a cinema, a hotel and a casino. There is also an investment proposal for the building of a new East Entrance with which we intend to create a dominant benchmark at the head of the venue. The new entrance with the ‘Galaxy’ ballroom over it is the starting point of the axis that connects east and west. The east side will be enhanced with the three projects referred to above: a cinema, hotel and casino. In the medium term halls 1 to 5 will make way for new buildings with art, leisure and entertainment functions and also small-scale residential and retail functions. To make up for the loss of exhibition space, new exhibition halls without columns will be built on the P3 car park. We also intend to give shape to the Village Square in a literal sense. With the building of a new entrance for the Central Station the Jaarbeursplein (Jaarbeurs square) will again be given a new architectural shape. The square is to be laid over the Croeselaan, which means that the Croeselaan will lose its function as a crossing. This results in the possibility of creating a covered passage from the station to the East Entrance of the venue. Together with partners we want to develop the Jaarbeursplein into the largest events square in the Netherlands, with covered walkways on opposite sides. Expectations for 2010 Economists say that the deepest point of the recession has been reached. However, we see few signs of recovery. At the present time it is not possible to make reliable forecasts of revenue and return. Utrecht, 20 May 2010 A. Brienen 14 NEW ACTIVITIES, VNU E xhibitions E urope : VSK België Geo-Info Xchange Elektrotechniek België Industry & Automation Paper & Convenience FIGAP / VIV America Latina Installatievakbeurs.nl Vakbeurswonen.nl Animalprotein.net MyZoover Quel.nl Second Home - Zoekuwtweedehuis.nl Fitnessvakbeurs.nl Strategie Summit Industry Strategie Summit Energie & Utilities Truckworld Show (China) Ildex Vietnam Samenwerking organisatie beurzen Libéma NEW ACTIVITIES, JAARBEURS Boekenvakbeurs (1st ed.) Eigen Huis (Ver)Bouwen (1st ed.) HRM Live (1st ed.) Kerk & Gemeente (1st ed.) Naturisme Totaal (1st ed.) PPT Food (1st ed.) TelecomExpo (1st ed.) Beat The Heat Now! - The Live House UTRECHT: 15 Europa Cantat Utrecht Het Club van Sinterklaas Feest Dommelsch Live38 XXL Wintercircus Utrecht N ew in 2010 Artantique Utrecht Beleef Koffie Eigen Huis Interieur Intelligent Energy Disney on Ice Playmobil Planet Giro d’Italia - Finish SummerXperience : Foto e De e M -ja n n Bo va s n er :J oto Ph is or V N U e x h i b i t i o n s e u r o p e Despite the economic crisis VNU Exhibitions Europe announced six new exhibitions in 2009, entered into a collaboration with Libéma and took up participations in online communities such as MyZoover and Quel.nl. Also, two new online trade fairs were introduced. In the year under review we were active in 6 countries with 57 exhibition titles, 8 online titles and 6 summits. The activities provided a platform for 1.5 million visitors to orientate themselves, inform themselves and do business with 14,000 providers of products and services. The concept of lead generation is the common denominator in all these initiatives. 18 V N U E xhibitions E urope At the beginning of 2008 the economic future still looked promising in Europe, and certainly in the Netherlands, despite problems in the financial sector. It was at this time that we set out our objectives for growth: to double revenue in 2013. In order to continue to play an important role in the marketing and sales process of companies we have to invest and by doing so grow into a greater diversity of products and services. Everything we do is aimed at achieving one goal: to provide our customers with quality sales contacts and to provide interesting but also fascinating information, orientation and contact opportunities; 365 days a year, 24 hours a day. Through an exhibition, via the internet, communities or Strategy Summits. Recession At the end of September 2008 - after the fall of the American bank Lehman Brothers - the crisis spread at a rate never seen before. Like every other company we also suffered from it in the year under review, although to a lesser extent. This is because of the strength of our products and the way we have set up our sales process. While the exhibition is in progress we already start to sell stand space for the following edition. The result of this approach was that at the end of 2008, 70 per cent of the planned volume for 2009 had already been sold. Certainly for the exhibitions that took place in the first half of the year, apart from a few exceptions, there was no loss of revenue. Visitor numbers and the rating of visitors and exhibitors were even on the up. The situation was different in the second half of 2009. The autumn exhibitions had to deal with companies that decided not to take part in the exhibitions, did not want to convert options into contracts and even wanted to cancel their participation. In the end the loss of volume was limited. However, this did not go without resistance. In the last two years in particular we have set up our organisation to achieve growth and the structure and capacity have been adapted to this. In part we also used the management and sales capacity that was intended for growth simply for the purposes of customer retention. As a result we were able to act firmly. The maximum focus on customer retention, and with it continuity, finally bore fruit. To convince customers that taking part in an exhibition is an excellent investment, in more than 50 per cent of the cases we supported our customers with advice about their presentation, through service calls and personal contact, certainly for the autumn exhibitions. In these cases we often departed from what was standard practice and went over to providing tailor-made services for exhibitors. With this approach and to a great extent, we were able to keep doubters on board and we also succeeded in attracting new customers. 19 Continue to grow 2009 became the year in which we had to strike a balance between customer retention and growth, or focus on the short term without losing sight of the long-term objectives. As noted above, we made great efforts to retain customers. The aim is always to offer a high-quality and representative range of products and services. This is something that we have to offer to the market, in view of the quality that visitors expect and the leading position we have with our fairs and exhibitions. The next edition of the exhibition always builds on the success of the previous one. Our growth objectives are just as important to us. Despite the economic tide we continued to invest in the areas that will enable us to grow. For example we started with major investments in IT through the multiannual programme ‘ICT-Demand’ in order to further professionalise our databases and open them up for internal and external marketing purposes. And also in a catalogue system from which we can ‘export’ information about exhibitors to various media and link this at a profile level to the visitor database so that during the registration process for an exhibition visitors are already presented with an attractive offer. And in a content management system with which we can integrate social media in our websites or, depending on the target group, vary the content of the page. The systems have been set up in such a way that ultimately we can enhance the profiles of our visitors on the basis of their clicking behaviour. The result is clear: we are becoming better and better at offering exhibitors a ‘definite match’. 20 V N U E xhibitions E urope But with these investments we are just at the beginning of new developments and further professionalisation of the medium of exhibitions. Before the internet age, attending an exhibition was based on the expectation of the visitor; now the visitor wants to be sure in advance of what he will see at the exhibition and above all also who he will see. It is no longer the expectation, but the ratio that determines whether someone is inclined to visit an exhibition and to give profile information. With the internet, markets are rapidly becoming more transparent and people want to be able to have relevant information more quickly. While a few years ago ICT was still the exclusive domain of technical people, now it is marketers who are pressing the buttons. Following for example Hyves, Twitter, LinkedIn and Facebook, in the near future we can expect the development of online media applications such as community sites and lead generation tools. These will certainly influence the orientation, information and decision-making process of visitors and the marketing and sales process of exhibitors. We are seeing a trend towards the Anglo-Saxon model, in which business is no longer placed but done purely on the basis of the ratio. Online technology is reinforcing this trend. It is precisely for this reason that we are investing in this technology and above all in people who can translate this technology into lead generation, which is our core business. New projects Balancing between customer retention and growth. While a part of our company focuses on the next exhibition to take place, another part focuses on growth, looks for new markets, investigates to see to what extent we can widen our package of services for the exhibitor, looks for connections in the region or orientates itself at participating in existing online communities. In 2009 this led to the announcement of six new exhibitions in the Netherlands, Belgium and Mexico, a collaboration with Libéma and a participation in two online platforms. The cooperation with Libéma is in line with the aim of VNU Exhibitions Europe to obtain access to new customer groups in the region and also to develop new products therein. We are aware that information in the form of customer profiles is a critical success factor. Every year we are now registering or updating a million customer profiles. Through our participation in online platforms such as MyZoover (holiday reviews) and Quel (the place for tendering and delivering technical products) we are in a position to further enhance our profiles. They also symbolise another trend; we no longer position ourselves solely as an organiser of exhibitions and fairs, but as a company that brings about quality sales contacts 365 days a year, 24 hours a day. 21 THE MAIN AREAS Health, Education & Retail Despite the recession, the exhibitions in the quaternary sector did well; expressed in terms of exhibitor and visitor numbers the Nationale Onderwijs Tentoonstelling (National Education Exhibition) was bigger than ever. Over the whole line the exhibitions with products and services in the area of care and welfare grew. In the year under review, as well as the online portal Beautyvakbeurs.nl we also launched Fitnessvakbeurs.nl. We increased the frequency of contact with the market, particularly in the executive segment, with the Strategy Summits Onderwijs (Education) and Zorg (Care). With KindVak and the very successful Paper & Convenience we organised two new exhibition titles. Industry Because of the cycle in which some exhibitions take place, in the year under review only the three-yearly Logistica trade fair was held. Suppliers from the internal transport sector in particular have been hard hit by the credit crisis. Extra efforts were needed, in discussions with the sector, to organise a representative exhibition. At the end of 2009 we entered into a collaboration with Quel, a company that offers online lead generation to the manufacturing industry. Through this we now have 40,000 new profiles. We strengthened our portfolio with two new exhibition titles, which have been taken under licence from Libéma: Energie and Energie in Bouw & Vastgoed. With this we have gained access to a new growth market. Construction & Installation Like no other, along with industry, the construction and installation market also reflects the face of the recession. As yet untouched by the crisis, the 27th Internationale Bouwbeurs at the beginning of 2009 was a great success. Despite the problems in the sector, nine months later, together with the sectoral organisation FEDET and market leaders in the sector we succeeded in organising a high-quality Elektrotechniek exhibition. At the end of 2009, with VSK België (heating, plumbing and air conditioning) we took the first cautious steps in the Belgian construction and installation market. ICT The exhibitions for ICT professionals are aimed at specific markets, such as construction, care, government and industry. A number of fairs are aimed at generic ICT subjects, such as ICT Security en -Beheer (ICT security and management). The ICT titles that were held at the same time with Bouwbeurs, ZorgTotaal and Logistica were well received. The titles Infosecurity, Storage, Linux and Tooling that were held in the autumn suffered more from 22 restraint in willingness to invest. The new exhibition Geo-Info Xchange, which is aimed in particular at surveying and geographical information, was well received. N o n - Fo o d R e t a i l The Dutch non-food retail market is dominated by a handful of players who with their formulas determine the street scene. Trade Mart is aimed at retailers who serve that part of the market that the chains leave alone. The repositioning of the Jewels & Watches segment has been so well received that this approach is being rolled out over the sectors of Home & Living and Fashion Essentials. Each segment is given its own marketing, communication line, facilities and service. In terms of what it offers, Jewels & Watches is now one of the most important exhibitions in Europe. In the Home & Living segment, we launched the online platform Vakbeurswonen.nl. Tr a v e l & A c t i v e Lifestyle exhibitions such as MOTORbeurs Utrecht and Bike MOTION Benelux (visitors up by 21%) were barely affected by the economic crisis. At Vakantiebeurs 2009 still no mood of crisis could be seen. This does not take away from the fact that consumers are increasingly informing themselves online. This is why in 2009 in a collaborative venture we launched the portal MyZoover with 45 thousand profiles. The crisis did, however, have a slight impact on the hobby exhibitions KreaDoe and the VerzamelaarsJaarbeurs. A contraction in demand for hard-wearing consumption articles led to a fall in the number of visitors at the Kampeer & Caravan Jaarbeurs. This also applies for the market for second homes, for which we organise the exhibition Second Home International and run the related internet portal Zoekuwtweedehuis.nl. Agro The agribusiness market is dominated across the board by companies that operate worldwide. With the international title VIV (Innovative Livestock Breeding Fair) we are now active in the poultry markets in Western Europe, Turkey, Mexico and the strong growth markets of Russia, India, South-East Asia and China. The ninth edition of VIV Asia, which took place in March in Bangkok, is seen as the most successful so far with nearly 21,000 visitors from 93 countries and a conference programme that was attended by 3,400 professionals. Our activities in Asia will be strengthened by partnerships and by the launch of regional agribusiness exhibitions. In the year under review we started with the preparations for the internet portal Animalprotein.net. 23 Online & Cross Media With the use of internet portals we are seeking to make more frequent contact with exhibition visitors. Furthermore, we put our customers - the exhibitors - into contact with (new) clients in a different way. We are now running eight online platforms. Through the cooperation with MyZoover and Quel we are speeding up the process of market penetration. Online functionalities are used by us primarily to increase our role in the process of lead generation. In 2010 a great deal is expected from the cooperation between Quel and the industrial fairs. Through Strategy Summits - six were organised in 2009 - we have access to the policymakers in the Dutch economy. VNU Exhibitions Asia Since 2000, through a joint venture, we have actively been engaged in building up a portfolio of trade fairs and consumer exhibitions in China. Thirteen were organised in 2009, with a total net surface area let of almost 100,000 m². In addition, outbound activities were carried out for three exhibitions in the USA and Germany for which Chinese exhibitors were contracted. The Chinese economy is recovering strongly, helped by the government’s wide-reaching internal stimulus programme. While in many other countries the economy contracted, there was just modest growth in China. Most of the exhibitions are on the threshold of new growth, and this is certainly the case for the largest exhibition, Domotex Asia / Chinafloor. In 2009 this exhibition had a net surface area of 42,000 m². The growth of the Chinese economy is also the result of increased domestic demand. In the years ahead, in each sector the number of companies operating in the domestic and also in the export market will increase. Growth will be concentrated not only around Beijing, Shanghai and Guangzhou, where most and the biggest exhibitions are organised. VNU Exhibitions Asia is now expanding its network in the new economic regions such as Shandong (90 million inhabitants) and Chongqing (31 million inhabitants). Results of this have been the organisation of Truckworld Jinan and support for CIMAMotor in Chongqing. It is expected that in the years ahead the theme of World Expo 2010, ‘Better city, Better life’, will be given content from investment programmes of the Chinese government and private investors in sustainability. This has been anticipated in advance by VNU Exhibitions Asia with the launch of the China Sustainable Building Forum. 24 Given the relationship between economic growth and exhibition participation, the Chinese and Asian markets are expected to offer many opportunities. Marketing Flow We are investing significantly in our visitor base and in enhancing profiles, by which we link the right visitor/requester with the right exhibitor/provider. A logical consequence of the visitor base is a reorientation of the way in which we communicate with our visitors. At a time when people want to be sure about what they can expect, a generic communication message is no longer enough. At the end of 2007 we gave the starting signal for the Marketing Flow programme, in which we put the visitor at the centre of everything we do: tailored communication. People who want to invite visitors for the Vakantiebeurs effectively send 25-year-old singles a different message than families with children or active senior citizens. As from 1 January 2009 this led to the creation of a new marketing communication department, consisting of high-quality disciplines, and which above all is able to give the right message with the right offer to the right potential visitor. Roadmap Two years ago we set out our objectives for growth. To double revenue in 2013. The objective of doubling revenue has remained the same, but because of the crisis the year in which this is to be achieved has been put forward. In the Roadmap programme we analyse our sales efforts, consider other types of products we can put on the market and examine the culture of the organisation. The first conclusions were presented at the end of December. The project is to be completed in the middle of 2010, followed by implementation. New products and acting more decisively commercially will bring the achieving of our revenue targets a step closer. Expectations for 2010 We expect that, despite increasingly positive noises, we will be faced harder with the economic crisis than in 2009. As yet there are still insufficient signs of recovery of the economy that can be translated into increasing the marketing budgets and investments of the Dutch business community. Consumers too are more selective in what they spend, which will also be noticeable at the exhibitions. While for 2009 we had the advantage that many companies had 25 already confirmed the bookings for their stands before the crisis, for 2010 we do not see this damping effect. Once again we will have to strike a balance between customer retention and growth and therefore also between our short-term and long-term interests. J a a r b e u r s U t r e c h t Jaarbeurs has Utrecht had a difficult y e a r. Revenue fell s l i g h t l y. T h i s w a s b e c a u s e a n u m b e r o f m a j o r e v e n t s w e r e cancelled. The number of exhibitions that were organised in the venue remained stable, although these were smaller as the number of participants fell. Revenue from the conference a n d m e e t i n g c e n t r e r o s e s l i g h t l y. A s a r e s u l t o f t h e r e c e s s i o n many companies choose to meet at their own premises. The number of conferences increased in 2009. r Photo: Jo s j an is- Bo 28 J aarbeurs U trecht Jaarbeurs Utrecht profiles itself as the Village Square of the Netherlands. In a figurative sense we express with this the fact that there is always ‘something’ happening in the centre of the country. From meetings to exhibitions, from the Jaarbeurs Utrecht Marathon to accommodating a circus, from dance events to the choir festival Europa Cantat - it is all about providing the venue for successful meetings in the right atmosphere. As a company we have chosen to diversify our activities, as a result of which we as a company are less sensitive to the business cycle. We reaped the rewards of this in 2009. We are active in different markets with different products, so while we suffered from the recession we were still able, in view of the circumstances, to close the year under review satisfactorily. While the occupancy rate in the meeting centre fell slightly, we made a profit in the conference segment. Many conferences were held in the Netherlands about the recession, flexibilisation, the streamlining of company processes and how to act when the crisis is over. Exhibitions & events At the end of 2008 we saw the crisis approaching. At that time, under the motto ‘Crisis? We are dealing with it’, we decided to increase our marketing and communication efforts. A number of exhibition organisers cancelled their reservations because they were not able to organise a full-value exhibition. However, intensive sales attracted new, young, dynamic entrepreneurs who at precisely this time took a risk by organising an exhibition, such as Eigen Huis (Ver)Bouwen and Naturisme Totaal. As a result this new business made up for the number of square metres that were at risk of being lost due to cancellations. As well as the active sales, the attraction of new exhibitions also has to do with the fact that for a long time now Jaarbeurs Utrecht has been fulfilling the role not simply and only as an organisation that lets halls. Just over two years ago Jaarbeurs Insperience was launched. This concept can be described simply: we look after things for our customers, their customers and we take over from exhibition organisers the whole of the logistical process. We are also partners at a conceptual level: we add four types of experience - escape, experience, learn and amaze - to the exhibition floor, the four favourite ways in which people want to experience exhibitions and events. With this, every visitor, exhibitor and organiser goes home feeling good. 29 It is precisely now that our concept has turned out to be an extremely effective tool for convincing exhibition organisers to choose Jaarbeurs as the venue, but, as described above, a number of exhibition organisers had to cancel their hall reservation. Also some ‘stayers’ were confronted by the crisis and were struggling with problems. They had to trim their organisation because with them, companies - their exhibitors - pulled out. So in terms of volume the exhibitions were smaller. We often used our Jaarbeurs Insperience concept to offer fair organisers a helping hand. Our specialists took over some of the work involved in preparing for an exhibition - as well logistics as in terms of concept so that the organisers could concentrate on sales. With a smaller organisation and fewer participants they were still able to set up a good quality exhibition. Naturally Jaarbeurs Insperience was also used to support new entrepreneurs with the organisation of their exhibitions. The concept has developed into a critical success factor. Our venue is also being used increasingly for dance and music events. This market is growing slightly, covering every conceivable area. The events held range from Trance Energy to Europa Cantat, from Dommelsch Live38 XXL, Wintercircus Utrecht to Het Club van Sinterklaas Feest. t Pho J o: or is - jan Bos lk Photo: Ernst Sto 30 J aarbeurs U trecht Fe w e r m e e t i n g s , m o r e c o n f e r e n c e s As Jaarbeurs Utrecht we have had an excellent conference year. Many conferences were organised on subjects regarding the recession. But that is not the only reason. In the summer of 2008 we took over the operation of the entirely rebuilt Media Plaza. With this we had available to us new and state-of-the-art conference accommodation facilities. Not only in terms of the experience it offered, but also in terms of audiovisuals. This is very attractive, from which we benefited to the fullest in the year under review. In the conference segment our results exceeded expectations. One of the highlights for us was the Council of Europe Conference of Ministers, which met in Media Plaza. The occupancy rate in our meeting facilities fell a few percentages. This fall is clearly less than the national trend in the ‘hospitality industry’. We were able to make up for some of the loss of revenue with the meetingmoods concept. We launched this concept in 2006. The starting point is that the setting, the room with all the possibilities it can provide, including the catering, must fit in seamlessly with the aim of the gathering. For this we can create six moods, the six main reasons why people come together in a conference and meeting centre. Increasingly we are seeing that organisations and companies that meet together make use of the meetingmoods concept. People who have done this before know that it increases the effectiveness of the gathering; new customers who meet in our venue for the first time see it as a conceptual enhancing of their gathering. Occupancy rate increased Despite the effects of the recession the final occupancy rate of the venue remained about the same, although with smaller rentals. So the Village Square of the Netherlands attracts. There are a number of reasons for this. In recent years we have made substantial investments in the quality of the venue, and each investment must yield a noticeable benefit for the customers. As one of the few venues in Europe we offer our guests free, stable and wireless internet. We also provide exhibition organisers and exhibitors with a digital infrastructure with which they can arrange the whole of their participation in an exhibition. For example there is an online webshop, expopoint.nl, with which they can give shape to their own exhibition participation at any time of the day, quickly and conveniently. 31 The evisit system is a new supporting tool, which focuses mainly on visitor marketing and serves as a logistics backbone for the exhibition organiser. With the vision of Jaarbeurs Insperience and the dedication of our professionals, exhibitors are enjoying the benefits of this total package as an opportunity to concentrate entirely on their sales and their own priorities. We continue to benefit from our central location, right next to the central station, as ease of access remains a problem in the Netherlands. Accessibility will, however, improve when the work on the A2 highway has been completed. Nevertheless, our location is a unique selling point, and all of this means that we expect that the occupancy rate will increase again. Innovations and investments The Village Square of the Netherlands arouses expectations. There is always something to experience. This applies for visitors to events, but just as much for our customers: organisers of exhibitions, events and conferences, and exhibitors. In the year under review we invested in the buildings at the venue, for example the floor of hall 4 was replaced. We also focused on two other projects. : Foto el og lV rce Ma /V OO G 32 J aarbeurs U trecht First of all a new parking system, with which our customers can pay on a time basis, with a maximum charge of 12 euro per day. With this, the cost of parking and what the visitor gets for his money has been brought into line. People who park for a short time pay little, while people who park for a long time know what the maximum amount will be. We did not increase our parking rates in the year under review, which means that our parking rates are still lower than the average rates in Utrecht. Secondly, the introduction of evisit, a ready-to-use marketing communication tool for exhibition organisers. In fact it is a ticketing and visitor registration system. In turn organisers can then ‘sell’ this powerful tool to their exhibition participants. Using this system, visitors can buy and pay for their ticket in advance. In the case of trade fairs, potential visitors can register themselves for a visit. Evisit contains a dynamic messaging system that generates SMS and e-mail reminders. With a box the size of a large USB stick, exhibitors can scan the badges of the visitors to their stand so that they can follow up on these contacts later. Evisit enables exhibitors to build up their own databases easily. Building activities Jaarbeurs Utrecht will present a new face, possibly by the end of 2011. There is an investment proposal to start in 2010 with the building work on a new East Entrance. The designs were presented in the year under review. The ‘Nationaal Actieplan Luchtkwaliteit’ (national action plan on air quality) came into force on 1 September last year, opening the way to applying for planning permission. The new entrance would dominate the head of the Jaarbeurs venue. A ‘grand ballroom’ is planned above the entrance, with a conference and event capacity for 1,500 people. The name of the ballroom, which will have a surface area of 2,200 square metres, will be Galaxy, taken from the ceiling and the many chandeliers which are most reminiscent of the Milky Way. 33 The building of the new entrance is the first step in a series of building activities at our venue: there will be a megacinema, a hotel and a new casino. When these have been completed, halls 1 to 5 will make way for the development of art, leisure and small-scale residential and retail functions. The loss of hall capacity will be made up for by the building of a new hall on what is now the P3 car park. Prospects We expect 2010 to be a difficult year, despite the positive signals. Technically, we are no longer in a recession, however we expect that revenue will stabilise. To do what we can for our customers in these difficult times we will not raise prices in 2010; we will not pass on to our customers price rises that suppliers charge us. Enthusiastically, we will carry on down the path we have taken! J a a r b e u r s C a t e r i n g S e r v i c e s While 2008 was a record year for Jaarbeurs Catering Services (JCS), in the year under review the catering company was hard hit by the crisis. Revenue from catering inside the Jaarbeurs v e n u e r o s e s l i g h t l y, b u t t h e l o c a l p a r t y c a t e r e r s t h a t a r e p a r t of Jaarbeurs Catering Services proved to be sensitive to the business cycle. The loss of revenue was offset by a ‘rationalisation process’ that was star ted in March 2009. Profitability remained virtually unchanged. 36 J aarbeurs C aterin g S ervices At the end of 2008 we acquired a considerable share in the full-service events company Arjan van Dijk Groep. This acquisition fits in with the aims of JCS to provide products and services in different markets at different venues and with different labels. With Arjan van Dijk, JCS entered into an agreement with an events company which operates in particular in the business market. Arjan van Dijk offers complete creative concepts, including the venue and catering. Just when we acquired an interest, the first signs of the banking crisis in the United States were becoming apparent. This crisis, which grew into a recession, did not leave us unaffected. With various formulas, Jaarbeurs Catering Services provides the catering in the Jaarbeurs venue. Also, we have chosen to expand through the acquisition of strong regional labels. These include Taat & de Regt (the Hague region), Grand Catering (the Utrecht region), and Verhaaf Party Catering (the Hague region). With Arjan van Dijk, JCS serves the events market and through its On Board On Shore label it is the exclusive caterer for the ss Rotterdam, which after repeated delays and a great deal of media attention became fully operational on 15 February 2010. Revenue development The organisation had a hard time in the year under review. From the second quarter revenue slumped, particularly from JCS activities not at the venue. The labels were faced with cancellations, or clients cut back on their catering wishes. A number of large events were cancelled because companies and organisations did not think that it was socially acceptable to celebrate in times of a recession. As a result, Jaarbeurs Catering Services saw millions in revenue disappear. Business picked up slightly from November 2009. Also because of the delays in the start-up of the ss Rotterdam, which was originally planned in the summer of 2009, Jaarbeurs Catering Services could not achieve a great part of the revenue that had been budgeted. In the Jaarbeurs venue we have developed formulas to suit both exhibitors and visitors: Deli Delivery and Deli Premium for exhibition participants and Great, Moments and Seat Only for visitors. JCS also operates the Pitstopcafé and Divinatio, a unique restaurant if you want to celebrate something. With this, JCS serves the whole range, from stand catering to ‘a quick roll’, from a speciality restaurant to lounging. In the year under review revenue from catering in the venue rose slightly because consumer fairs are not as sensitive to the economic cycle. As the saying goes, on ‘a day out’ the inner man also has to be looked after properly. Some time ago we decided to offer a wide and mixed 37 range of products and formulas. JCS has done well from this decision. Revenue from catering in the venue has been growing for a number of years now and this growth continued in the year under review. Measures Total revenue fell, but the profitability remained virtually the same. When the full extent of the economic recession became apparent, we started in March with a programme of rationalisation. The aim: to bring the organisation in line with the expected revenue. Annual contracts were not renewed and also the hiring of furniture and settings was reduced to an absolute minimum. In May we started with central planning. All available hours are notified centrally, so that they can be rescheduled. This ensures that hours are used most effectively. For the short term these measures led to high out-ofpocket savings. More importantly, the organisation has been made lean and mean. When the recession is behind us, in percentage terms this will lead to a higher return. In the year under review we started the discussion about reducing the number of production kitchens. With the acquisition of Arjan van Dijk, JCS has three production kitchens: in Utrecht, Hoofddorp and Dombosch, near Raamsdonksveer. For the time being we have decided to use those kitchens that at that time offer the best logistical starting points. A mobility plan means that the right people prepare the right products at the right venue. Studies will show which venues are ultimately the most profitable. The process of integrating Arjan van Dijk, and with it the choice for the production venues, is due to be completed in 2012. But it has not been a case simply of making savings everywhere. We increased our training and marketing communication budgets. The latter investment paid off immediately. While we lost revenue because companies cancelled big celebrations, intensifying our communication efforts led to € 5 million euro in new business. Started in 2009 In May 2009 Trends for Rent, in which JCS has a 51% stake, bought Bloem Bloem, a company that specialises in the hiring of horeca materials, furniture, kitchen equipment and settings. With the widening of its product range through Bloem Bloem, the company is able to meet all customer wishes. Also, Trends for Rent did not suffer from the recession. Quite the contrary, in view of the difficult times, companies are opting to hire materials rather than buy them. 38 J aarbeurs C aterin g S ervices The catering on the ss Rotterdam is provided by our subsidiary On Board On Shore. This is a fast-growing party caterer in the Rijnmond region which is based on the steamship the ss Rotterdam. The hope was that operations would start on it from the middle of 2009. It officially came into use on 15 February 2010, but Jaarbeurs Catering Services has already been active on the ship from the end of December and it was already being hired out. Jaarbeurs Catering Services has high expectations of this new venue. The illustrious history of the Holland America Line and the unique conversion of the ship into an attractive meeting and conference accommodation has attracted so much attention that a number of days in 2010 are already fully booked. The ship has space for up to 5,500 people. The Rotterdam joined the Holland America Line’s fleet in 1959 as the biggest passenger ship ever built in the Netherlands. After rebuilding work costing € 7.5 million, the new Media Plaza opened its doors in the summer of 2008. ‘Experience’ is the key. The new Media Plaza expresses this in every respect. Part of the conversion work involved increasing conference and room capacity. There has been a high level of occupancy since it opened. Jaarbeurs Catering Services is the exclusive caterer for Media Plaza. The catering in this venue generated new revenue in 2009. In the year under review Verhaaf Party Catering was closely involved with the renovation of Taets Art Gallery in Zaandam. This is also used for conferences and events and Verhaaf Party Catering is the fixed operator of ‘Taets’. Rebranding Moments is one of the formulas in the venue. The range of products served changes depending on the time of day. In the year under review Jaarbeurs Catering Services started on a rebranding exercise, with the cooperation of Sanday’s, which specialises in sandwiches and luxury rolls. 2009 also started with the development of a trendy restaurant with a small menu for lunch, a lounge function for happy hour and a diner with a ‘nice piece of meat’ in the evening. This new restaurant will be located in the Beatrixgebouw and replaces La Place, the contract with which ends on 1 June 2010. The new restaurant will be opened on 1 September. 39 Expectations For 2010 we expect that revenue from our current activities will fall. However, with the full opening of the ss Rotterdam we expect that revenue for the group as a whole will rise. The organisation is now in a position to deal with falls in revenue. The rationalisation process has created an excellent starting position. When revenues pick up, profitability will increase to a greater extent. This is a direct result of making the organisation lean and mean. We are optimistic for the medium to long term. We are carrying on with the process of changing JCS: from a traditional (party) caterer to a provider of integrated hospitality concepts. L IST O F ACTI V ITIES I N 2 0 0 9 42 L I S T O F A C T I V I T I E S I N 2 0 0 9 VNU EXHIBITIONS EUROPE Exhibitions and events in Utrecht Date Number of visitors Beauty Salon Dimensions 12 September - 14 September 13,890 Beauty Trade Special 28 March - 30 March 19,673 Bike MOTION Benelux 30 October - 02 November 29,942 * Bouw & ICT 10 February - 12 February 11,225 Bouwbeurs 09 February - 14 February 117,911 Elektrotechniek 28 September - 02 October 33,120 Fitness & Health Benelux 09 October Food Week 28 September - 30 September 13,397 GEO-Info Xchange 02 December - 03 December 2,582 ICT & Logistiek 10 November - 13 November 3,383 InfoSecurity.nl / Storage Expo / LinuxWorld / Tooling Event 04 November - 05 November 7,805 Jonge Gezinnen Beurs 05 November - 08 November 32,800 Kampeer & Caravan Jaarbeurs 15 October 42,686 KreaDoe 11 November - 15 November Logistica 10 November - 14 November MOTORbeurs Utrecht 26 February - 01 March NOT 27 January - 31 January Overheid & ICT 21 April - 23 April 7,003 Second Home International - Spring 13 March - 15 March 7,391 Second Home International - Autumn 09 October - 11 October 6,371 Slavakto 28 September - 30 September TCD - Telecommerce Dagen 21 April - 23 April Vakantiebeurs 13 January - 18 January VerzamelaarsJaarbeurs - Spring 18 April - 19 April VerzamelaarsJaarbeurs - Autumn 21 November - 22 November Zorg & ICT 18 March - 20 March 6,967 Zorgtotaal 18 March - 20 March 21,000 - 11 October - 21 October 7,748 32,270 21,606 102,992 59,066 13,906 9,200 132,961 ** 25,513 34,168 Exhibitions and events in Den Bosch Date Number of visitors Energiebeurs 06 October KindVak 05 November - 07 November - 08 October 7,337 8,991 Exhibitions and events in Rosmalen Date Paper & Convenience 04 October Number of visitors - 06 October 2,856 Exhibitions and events in Assen Date Energie in Bouw & Vastgoed 25 May - 28 May Number of visitors 2.660 * of which 4,353 were trade visitors ** of which 14,422 were trade visitors 43 Trade Mart Utrecht Date Number of visitors Voorjaarsbeurs / Trade Mart Utrecht 01 March - 03 March 9,914 Najaarsbeurs / Trade Mart Utrecht 30 August - 01 September 9,443 TMU inkoopdagen 01 January - 31 December 27,516 TMU Sla Uw Slag 16 November - 16 November 3,662 Exhibitions and events in Belgium - Brussels Date Infosecurity.be / Storage Expo Belgium 25 March VSK België 19 November - 21 November Exhibitions and events in Russia - Moscow Date VIV Russia 26 May - 26 March - 28 May Number of visitors 3,568 2,626 Number of visitors 6,331 Exhibitions and events in China - Beijing Date VIV China 19 October - 21 October Number of visitors 12,697 Exhibitions and events in Thailand - Bangkok Date VIV Asia 11 March - 13 March Number of visitors 20,831 Exhibitions and events in Turkey - Istanbul (licence) Date Food Tech (organised under FOTEG ISTANBUL) 05 March - 08 March Number of visitors Food Ingredients & Additives (organised under FOTEG ISTANBUL) 05 March - 08 March 812 Food Pack (organised under FOTEG ISTANBUL) 05 March - 08 March 2,561 VIV Turkey 25 June - 27 June 6,520 6,459 Exhibitions and events in China - Shanghai Date Busworld Asia 08 April - 11 April Number of visitors China Sustainable Building Forum + Expo (CSB) 29 June - 01 July Domotex Asia / Chinafloor 24 March - 26 March 36,986 Home May Show 01 May - 04 May 60,000 Home October Show 03 October - 06 October 60,000 Money Fair 20 November - 22 November 30,000 Pet Fair Asia 24 September - 27 September 12,130 Pet Fair Shanghai 27 February - 01 March 12,000 R+T Asia 24 March - 26 March Shanghai Int’l Garden & Landscape Exhibition (CLAF) 29 June - 01 July Shanghai Spring Real Estate Market 13 March - 16 March World Travel Fair 09 April - 11 April 7,833 3,028 9,467 3,028 60,000 4,639 44 Exhibitions and events in China - Jinan Date Number of visitors Truckworld 03 November - 05 November Total Exhibitions and events 1,816 1,089,384 Strategy Summits - Santpoort Date Number of visitors Bouw (building) 21 September - 22 September 56 Industrie (industry) 13 May - 14 May 46 Logistiek (logistics) 06 April - 07 April 58 Onderwijs (education) 09 June - 10 June 56 Overheid (government) 25 November - 26 November 43 Zorg (care) 10 November - 11 November 48 Total Summits 307 Online Exhibitions and Online Portals Date Single visitors Beautyvakbeurs.nl 01 January - 31 December 68,158 Foodvakbeurs.nl 01 January - 31 December 32,679 Fitnessvakbeurs.nl 01 January - 31 December 24,380 Installatievakbeurs.nl 01 February - 31 December 32,604 Vakbeurswonen.nl 01 September - 31 December 10,674 Zoekuwtweedehuis.nl 01 January 57,383 - 31 December Total Online visits 225,878 Profiles Date MyZoover 01 July - 31 December 45,000 Quel 13 November - 31 December 40,000 45 LIST OF ACTIVITIES IN 2009 JAARBEURS UTRECHT Fairs and exhibitions Number Number of visitorsGross m2 Trade fairs VNU Exhibitions Europe 17 369,482 433,494 Consumer shows VNU Exhibitions Europe 10 447,094 396,203 Trade fairs third parties 19 69,150 99,997 Consumer shows third parties 17 409,955 233,229 Trade Mart (incl. Voor- and Najaarsbeurs and Sla Uw Slag) 13 50,535 60,970 Total fairs and exhibitions 76 1,346,216 1,223,893 Number Number of visitors Beatrix Theater Shows (Musicals) Events 350 Number 399,670 Number of visitors Consumer events 17 358,500 Corporate events 2 11,500 Total Events 19 370,000 Number Number of visitors Conferences and meetings National one-day conferences 849 212,318 National multi-day conferences 24 10,578 International multi-day conferences 1 284 One-day meetings, courses and other gatherings 5,300 217,000 Total conferences and meetings 6,174 440,180 Total Jaarbeurs 6,619 2,556,066 46 LIST OF ACTIVITIES IN 2009 JAARBEURS UTRECHT Exhibitions and events of third parties Consumer shows PromZ Event 50+ Beurs & Festival Railtech & Infratunnel De Masterbeurs & Het Careerevent Regards Eigen Huis (Ver)Bouwen Regio Business Dagen Eurospoor RelatieZ Gezond Leven TelecomExpo Het Careerevent Webwinkel Vakdagen HME 2009 KamaSutrA - Spring Consumer events KamaSutrA - Autumn Beat The Heat Now Love & Marriage - Spring Boekenfestijn Love & Marriage - Autumn Dommelsch Live38 XXL Margriet Winter Fair EO Nederland Zingt Naturisme Totaal Europa Cantat XVII - Muziekfestival Onderwijsbeurs Midden-Nederland Het Club van Sinterklaas Feest Open Art Fair Holiday on Ice - Spirit of the World Woonidee NL Jaarbeurs Utrecht Marathon & RunningXperience ZOOM.experience Max Christmas Proms Missie Max Trade fairs Muziekfestival ‘Maak De Droom Waar’ AK Beurs Radio 538 School Award Boekenvakbeurs GAU - Spring Thunderdome Boekenvakbeurs GAU - Summer Trance Energy Boekenvakbeurs GAU - Autumn U Beach Dealer Info Dagen Vaccinatie-evenement - Nieuwe Influenza A H1N1 Electronics & Automation Wintercircus Utrecht Event 09 HRM Live Corporate events Kerk & Gemeente Getronics Management Support Stichting De Zonnebloem Performa PPT Food 47 Conferences and meetings Gemeente Utrecht Abvakabo Gemeente Utrecht - Kidsgala 2009 Algemene Onderwijsbond Genootschap Onze Taal Alzheimer Nederland Hartstichting AT Consult Heliview BDA Groep Hersenstichting Belastingdienst Hoezo! Projectmanagement Congresorganisatie Benecke IBG Bohn Stafleu & Van Loghum Inspectie voor de Gezondheidszorg Bouwgala 2009 Kennisnet CDA Kerk in Actie Binnenland College Bouwzorg Instellingen Kluwer BV Congres- en Studiecentrum VNG Koninklijke Horeca Nederland - Jaarcongres 2009 Crohn Clitis Vereniging Koninklijke Nederlandse Maatschappij ter Bevordering der Pharmacie Deloitte Dental Best Practice Koninklijke Notariële Beroepsorganisatie Ernst & Young KPN Euroforum Landelijk Netwerk Autisme FNV Bouw Landelijke Organisatie van Aspirant Huisartsen FNV Formaat Landelijke Vereniging Balans Fortis B.V. Leids Congres Bureau 48 LogaCom BV Reed Business Lundbeck BV Rendement Uitgeverij MagEvents - IPON 2009 Rijksgebouwendienst Ministerie van Binnenlandse Zaken en Koninkrijksrelaties Rijkswaterstaat Corporate Dienst Ministerie van Defensie SDU Uitgevers Ministerie van Justitie SenterNovem Ministerie van Volksgezondheid, Welzijn en Sport Slachtofferhulp Nederland Ministerie van VROM SNS Bank National Instruments Netherlands B.V. SNS Reaal Nationale Contact Center Awards Sociale Verzekeringsbank Nederlandse Federatie van Belastingadviseurs Springer Uitgeverij Nederlandse Orde van Accountants - Stichtiing WCS Administratieconsulenten Stichting Duurzaam Leren Nederlandse Orde van Advocaten Stichting FemFusion Nederlandse Vereniging van Anesthesiemedewerkers Stichting Media Plaza Nederlandse Vereniging van Ziekenhuizen Stichting NLGD Nederlandse Vereniging voor Autisme Stichting Rioned Nederlandse Vereniging voor Parodontologie Stichting Venti-Care Nederlandse Vereniging voor Radiologie Synpact Project Management - ICT Delta Nederlandse Vereniging voor Ziekenhuizen Synpact Project Management - Week van de Ondernemer Nutricia Nederland Thieme Meulenhoff Optima Farma TI Pharma Partij van de Arbeid Universiteit Utrecht PinkRoccade Healthcare UWV Pino Productions Vereniging van Oncologie Verpleegkundigen (VvOV) Provincie Utrecht VNU Exhibitions Europe Raad voor de Kinderbescherming Wachttorencongres Raad voor de Rechtspraak Wereld Natuur Fonds RAET Ziggo B.V. 49 2 0 0 9 F I N A N CIA L STATE M E N TS 52 C O N S O L I D AT E D B A L A N C E S H E E T A S O F 3 1 D E C E M B E R 2 0 0 9 Amounts x e 1,000 2009 2008 Fixed assets Intangible fixed assets 1 32,480 37,862 Tangible fixed assets 2 101,500 93,414 Financial fixed assets 3 38 1,387 134,018 132,663 Current assets Inventories 867 805 Receivables 4 35,936 44,284 Cash and cash equivalents 5 5,492 323 42,295 45,412 Total assets 176,313 178,075 Group capital and reserves Issued and fully paid share capital 384 Share premium reserve 35,849 35,849 Statutory reserve 460 570 Retained earnings 54,458 38,149 Unappropriated result 10,468 16,822 Equity 6 384 101,619 91,774 Third-party minority interest 1,793 3,198 103,412 94,972 Provisions 7 10,391 6,302 Non-current liabilities 8 788 82 Current liabilities 9 61,722 76,719 Total liabilities 176,313 178,075 53 C O N S O L I D AT E D I N C O M E S TAT E M E N T F O R 2 0 0 9 Amounts x e 1,000 Net revenue 10 2009 2008 152,026 145,675 Cost of services of third parties, materials and other external costs 79,457 75,409 Personnel costs 11 39,123 33,618 12 18,191 11,790 Amortization, depreciation and decrease in value of fixed assets Total operating costs 136,771 120,817 Operating result Financial income and expenses 13 15,255 24,858 48 -731 Profit before tax 15,303 24,127 Income tax expense 14 5,419 6,342 Profit after tax 9,884 17,785 Third-party minority interest 15 584 -963 Net result 10,468 16,822 54 C O N S O L I D AT E D S TAT E M E N T O F C A S H F L O W S F O R 2 0 0 9 Amounts x e 1,000 2009 2008 Cash flows from operating activities Net result 10,468 16,822 18,191 11,790 Amortization, depreciation and decrease in value of fixed assets Result before amortization, depreciation and decrease in value 28,659 28,612 Changes in working capital · inventories and receivables 8,286 -15,240 · current liabilities (excl. credit institutions) -9,758 25,129 -1,472 9,889 Changes in provisions 4,089 277 Net cash from operating activities 31,276 38,778 Cash flows from investing activities Net investments in intangible fixed assets -1,698 -7,834 Net investments in tangible fixed assets -19,197 -16,234 Net investments in financial fixed assets 1,349 Net cash from investing activities - -19,546 -24,068 Cash flows from financing activities Changes in fixed liabilities 706 22 Changes in debts to credit institutions -5,239 -21,761 Changes in other reserves -110 -7 Dividends paid -454 -454 Changes in third-party minority interest -1,405 2,450 Exchange differences from group companies -59 119 Net cash from financing activities -6,561 -19,631 Change in cash and cash equivalents 5,169 -4,921 Cash and cash equivalents at 1 January 323 5,244 Cash and cash equivalents at 31 December 5,492 323 55 E X P L A N AT O R Y N O T E S T O T H E C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S F O R 2 0 0 9 General Relationship with the parent company and principal activities The consolidated financial statements of Jaarbeurs cover Jaarbeurs Holding B.V., having its registered office in Utrecht, the Netherlands, and its wholly-owned subsidiary Jaarbeurs B.V. including its subsidiaries. Stichting Koninklijke Nederlandse Jaarbeurs (Royal Dutch Jaarbeurs Foundation) does not operate a business and owns all shares of Jaarbeurs Holding B.V. The company is a holding company. The group’s principal activities consist of the organising of exhibitions, fairs and events, the establishing and operating of the infrastructure and general technical services needed for organising exhibitions, fairs and events, and the providing of catering activities at various venues. The standards applied The financial statements have been drawn up in accordance with the legal requirements as included in Part 9, Book 2, of the Netherlands Civil Code. The principles used for the valuation of assets and liabilities and the calculation of the result are based on historical costs. Application of Article 402, Book 2 of the Netherlands Civil Code The company’s financial details are incorporated in the consolidated financial statements. Therefore in accordance with Article 402, Book 2 of the Netherlands Civil Code the company’s income statement gives only the share in the result of participating interests after tax and the remainder of the result after tax. Consolidation principles The consolidated financial statements cover the financial details of the company and its group companies and other legal persons over which control can be exercised or over which it has central management. Group companies are participations in which the company has a majority interest, or in which in a different way a policy-determining influence can be exercised. In the determination of whether a policy-determining influence can be exercised, financial instruments that contain potential voting rights and that can be exercised directly are used. Newly acquired participations are included in the consolidation from the time when a policy-determining influence can be exercised. Participations that have been disposed of are included in the consolidation up to the time when this influence ends. Intercompany debts, receivables and transactions are eliminated in the consolidated financial statements, and also the profits made within the group. The group companies are consolidated in full, and the minority interest of third parties is shown separately. A list of the main group companies and participations which have been included in the consolidation is given on page 73. 56 Change in estimates During the year under review the depreciation period of the goodwill that was paid for the participation Arjan van Dijk Holding II was changed from twenty years to five years. For the calendar year this resulted in the depreciation expenses increasing by € 1.2 million. Principles for the conversion of foreign currencies Transactions in foreign currencies Transactions in foreign currencies are converted into the applicable operating currency of the group companies at the exchange rate that applies on the date of the transaction. Monetary assets and liabilities in foreign currencies are converted on the balance sheet date into the operating currency at the exchange rate that applies on that date. Non-monetary assets and liabilities in foreign currencies that are stated at historical cost price are converted into euros at the exchange rates that apply on the date of the transaction. Exchange rate differences that arise on conversion are entered as an expense in the income statement. Operations abroad The assets and liabilities of operations abroad, including goodwill and actual-value adjustments arising on consolidation, are converted into euros at the exchange rate that applies on the reporting date. The revenue and costs from activities abroad are converted into euros at the average exchange rate of the year under review. Currency conversion differences are incorporated in the reserve for conversion differences. If an activity abroad is sold entirely or in part, the amount concerned is transferred from the reserve for conversion differences to the income statement. Hedging of the net investment in activities abroad Exchange rate differences that arise on the translation of a financial liability that is considered as hedging of the net investment in an activity abroad are incorporated directly in the equity - in the reserve for exchange differences - insofar as the hedge is effective. The non-effective part is entered as an expense in the income statement. Principles for financial instruments Financial instruments include trade and other receivables, cash equivalents, loans and other financing obligations, trade debts and other items to be paid. When entered first, financial instruments are incorporated at actual value. If instruments are not valued at actual value with the incorporation of changes in value in the income statement, any directly attributable transaction costs form part of the first valuation. After the first time they have been entered, financial instruments are valued as described below. 57 Financial instruments that form part of a commercial portfolio Financial instruments (assets and liabilities) that are retained for commercial purposes are valued at actual value and changes in this actual value are accounted for in the income statement. In the first period of valuation, attributable transaction costs are incorporated as an expense in the income statement. Loans granted and other receivables Loans granted and other receivables are valued at amortized cost on the basis of the effective interest method, less special losses for decreases in value. Other financial liabilities Financial liabilities that do not form part of a commercial portfolio are valued at amortized cost on the basis of the effective interest method. Principles for the valuation of assets and liabilities and calculation of the result General Assets and liabilities are given at nominal value unless otherwise stated. An asset is entered in the balance sheet if it is probable that the future economic benefits will go to the company and the value of these benefits can be established reliably. A liability is entered in the balance sheet if it is probable that its settlement will be accompanied by an outflow of resources and the amount can be established reliably. Income is entered in the income statement if an increase in the economic potential, together with an increase in the value of an asset or a decrease in the value of a liability, has taken place, the amount of which can be established reliably. Expenses are incorporated if a reduction in the economic potential, along with a decrease in the value of an asset or an increase in the value of a liability, has taken place and of which the amount can be established reliably. If a transaction results in virtually all or all future economic benefits and all or virtually all risks with regard to an asset or liability being transferred to a third party, the asset or the liability are no longer entered in the balance sheet. Also, assets and liabilities are no longer entered in the balance sheet from the time when the conditions of probability of the future economic benefits and reliability of the calculation of the value are no longer met. The financial statements are presented in euros, the operating currency of the company. All financial information in euros is rounded in thousands. 58 Intangible fixed assets Acquired exhibition titles and catering concepts are stated at cost less straight-line amortization which is based on the economic life, which is 20 years for exhibition titles and 5 years for catering concepts. Goodwill is determined as the positive difference between the acquisition price of the participations and the interest of the group in the net real value of the identifiable assets and the ‘conditional’ liabilities of the company that has been acquired, less cumulative depreciation and special decreases in value. Goodwill paid on the acquisition of group companies and participations abroad is converted at the exchange rate on the date of the transaction. Goodwill entered as an asset is amortized on a straight line basis over the estimated economic life, with a maximum of twenty years. Tangible fixed assets Property, plant and equipment are stated at cost less subsidies and less straight line depreciation in accordance with the estimated economic life. Assets under construction are valued at cost. If there is a permanent decrease in value, the property, plant and equipment are revalued. Property, plant and equipment retained as investments are stated at cost. Maintenance expenditure is only entered as an asset if it extends its lifetime. Financial fixed assets Participating interests in which significant influence can be exercised on commercial and financial policy are stated in accordance with the change in equity method on the basis of net asset value, which is calculated on the basis of the valuation principles used by the company. Participations with a negative net asset value are valued at zero. If the company acts as guarantor for the debts of the participation, a provision is formed. This provision is formed primarily against the receivables from this company and for the rest under the receivables to the size of the share in the losses sustained by the participation, or for the expected payments by the company in respect of this participation. Participations in which no significant influence is exercised are valued at acquisition price or permanently lower company value. Loans to non-consolidated participations are stated at nominal value less decreases in value when necessary. Dividends are accounted for in the period in which they become payable. The principles for other financial fixed assets are entered under the heading of financial instruments. Special decreases in value Fixed assets with a long life have to be assessed for special decreases in value if changes or circumstances arise which indicate that the book value of an asset will not be recouped. The possibility of assets that are in use of being recouped is calculated by comparing the book value of an asset with the estimated cash value of the future net cash flows that the asset is expected to generate. If the book value of an asset is greater than the estimated cash value of the future cash flows, special decreases in value are accounted for in respect of the difference between the book value and the actual value of the asset. Inventories Inventories relate mainly to food and beverage products and are stated at cost less a provision for obsolescence when necessary. 59 Receivables The principles for the valuation of receivables are described under the heading ‘Financial instruments’. Equity Financial instruments that on the grounds of economic reality are considered as equity are presented under equity. Payments to holders of these instruments are deducted from the equity, after deducting any associated benefit arising from profit after tax. Minority interest in third parties The minority interest in third parties is valued by the share of third parties in the net asset value, as much as possible calculated in accordance with the valuation principles used by the company. Provisions A provision is entered in the balance sheet if there is any question of: • a liability that can be enforced in court or an actual liability that is the result of an event in the past; and • for which a reliable estimate can be made; and • to settle this liability it is probable that an outflow of resources is necessary. The provision for the maintenance of buildings and land is to equalise the costs for maintaining in good order the economic value of the whole of the venue. The provision is formed on the basis of the expected future expenditure based on a multiannual maintenance plan. The provision for reorganisation is for the adapting of the organisation. Use of estimates The drawing up of the financial statements requires the management to form opinions and make estimates and assumptions which influence the application of principles and the reported value of assets and liabilities, and of income and expenses. The actual results may differ from these estimates. The estimates and underlying assumptions are assessed continually. Revised estimates are stated in the period in which the estimate is revised and in future periods for which the revision has consequences. Net revenue and operating expenses Net revenue is determined on the basis of invoiced revenue (excluding tax) less discounts given. The net revenue is accounted for in the year in which delivery is made. The costs of services by third parties, materials and other external costs are charged to the result in the year in which the net revenue relating to these costs is accounted for. Other income and expenses are allocated to the period to which they relate. Income is accounted for if all important risks relating to the commercial goods and services have been transferred to the buyer. 60 Staff pay / pensions For most employees, the pension scheme offered by Jaarbeurs Holding B.V. to its employees is a so-called collectively defined contribution scheme operated by the company’s pension fund. For other employees, who mainly work for Jaarbeurs Catering Services B.V. and its group companies, there is a defined pension scheme which is operated by the industry-level pension funds and which is entered in these financial statements as a defined contribution scheme. With the defined contribution scheme, each year the company awards the staff an agreed premium to be paid and the actuarial and investment risk does not rest with the company. Obligations associated with contributions to pension schemes on the basis of defined contributions are entered as an expense in the income statement in the period that the amounts are payable. Amortization and depreciation Depreciation is calculated on a straight line basis on the purchase value over the expected economic life. Assets under construction are not depreciated. The main depreciation percentages are: - Buildings: 3.33% - Intangible fixed assets: between 5% and 20% - Other fixed assets: between 10% and 20% - Other tangible fixed assets: between 10% and 20% Share in the result of companies in which is participated The share in the result of companies in which is participated includes the share of the group in the results of these participations. Results of transactions in which assets and liabilities have been transferred between the group and the non-consolidated participations, and between the non-consolidated participations themselves, are not incorporated insofar as these can be regarded as not having been achieved. The results of participations that have been acquired or disposed of during the financial year are incorporated in the group’s result from the time that they have been acquired respectively up to the time they have been disposed of. Tax expense Corporation tax expense is calculated on the result according to the financial statements adjusted for permanent differences. Tax includes the tax on profit payable and deductible in the year under review and deferred tax. Tax is entered in the income statement, except where it relates to items that are entered directly in the capital and reserves, in which case the tax is incorporated in the capital and reserves. The tax payable and deductible in the financial year is the tax expected to be payable on the taxable profit for the financial year, calculated on the basis of the tax rates that are fixed on the reporting date, or which have already been materially decided on the reporting date, and any corrections to the tax payable in previous years. For deferred tax, a provision has been made for temporary differences between the book value of assets and liabilities in respect of financial reporting and the fiscal book value of these items. 61 A deferred tax asset is only entered if it is probable that in future taxable profits will be available that can be used to realise the temporary difference. Deferred tax assets are revised as of each reporting date and lowered if it is no longer probable that the tax benefit associated with it will be realised. Principles for the statement of cash flows The statement of cash flows is derived from the income statement and other changes between the opening balance sheet and the closing balance sheet, whereby the effect of exchange rate differences is eliminated. Changes in the provisions for specific assets are entered as the change in the item for which the provision has been made. 62 E X P L A N AT O R Y N O T E S T O T H E C O N S O L I D AT E D B A L A N C E S H E E T Amounts x e 1,000 1. Intangible fixed assets FAIRCATERING TITLESGOODWILLCONCEPTS TOTAL TOTAL 2009 2008 Balance at 1 January Cost 32,289 8,067 142 40,498 33,890 Accumulated depreciation -2,079 -429 -128 -2,636 -1,990 Carrying amount at 1 January 30,210 7,638 14 37,862 31,900 Changes in the financial year Carrying amount at 1 January Investments Disposals Depreciation 30,210 7,638 14 37,862 31,900 320 1,378 - 1,698 7,834 - - - - -1,226 -1,782 -1,655 -2 -3,439 -1,903 Reversal of accumulated depreciation due to disposals Decrease in value Carrying amount at 31 December - - - - 1,226 -2 -3,639 - -3,641 31 28,746 3,722 12 32,480 37,862 Balance at 31 December Cost 32,609 9,445 142 42,196 40,498 Accumulated depreciation -3,863 -5,723 -130 -9,716 -2,636 Carrying amount at 31 December 28,746 3,722 12 32,480 37,862 During the year under review the depreciation period of the goodwill that was paid for the participation Arjan van Dijk Holding II was changed from twenty years to five years. As a result, for the calendar year the depreciation expense increased by € 1.2 million. The decrease in value in the goodwill also relates to the participation Arjan van Dijk Holding II. The company is obliged to purchase the remaining shares before 2012. 63 2. Tangible fixed assets BUILDINGS OTHER FIXED TOTAL TOTAL AND LANDASSETSOTHER 2009 2008 Balance at 1 January Cost 169,727 21,910 16,044 207,681 192,892 Accumulated depreciation -94,118 -11,027 -9,122 -114,267 -105,794 75,609 10,883 6,922 93,414 87,098 Carrying amount at 1 January Changes in the financial year Carrying amount at 1 January 75,609 10,883 6,922 93,414 87,098 Investments 12,359 128 6,346 18,833 16,345 Disposals -1,551 -32 -575 -2,158 -1,556 Depreciation -5,526 -1,599 -3,986 -11,111 -9,814 1,492 - 516 2,008 1,416 - - - - -104 514 -3,588 3,588 514 29 82,897 5,792 12,811 101,500 93,414 Reversal of accumulated depreciation due to disposals Decrease in value Other changes Carrying amount at 31 December Balance at 31 December Cost 180,535 22,006 21,815 224,356 207,681 Accumulated depreciation -97,638 -16,214 -9,004 -122,856 -114,267 82,897 5,792 12,811 Carrying amount at 31 December 101,500 93,414 The investments in ‘Buildings and land’ relate mainly (€ 7.5 million) to the buying off of the lease contract of hall 12. The investments in ‘Other’ relate mainly to equipment, ICT and vehicles. 64 The carrying amount of buildings and land is itemised as follows: 2009 2008 Land 12,648 12,648 Exhibition buildings 56,305 50,937 Parking facilities 2,884 2,594 Other buildings and structural facilities 11,989 9,430 83,826 75,609 Tangible fixed assets include an amount of € 11.2 million for assets acquired in connection with the development of the station area project. Nearly all the exhibition buildings are on leased land. Some of the ground lease contracts will expire in 2019 and some in 2070. 3. Financial fixed assets 2009 2008 Balance at 1 January 1,387 1,387 Received dividends -84 -30 Financial year result 84 30 Investments 38 - Disposals -1,387 - Balance at 31 December 38 1,387 Financial fixed assets in 2008 consist of a 10% interest in Croeselaan C.V., registered in Eindhoven. This C.V. was wound up in 2009 and the capital share was received by the company. 4. Receivables 2009 2008 Trade receivables 21,276 26,942 Prepaid expenses 3,936 3,930 Deferred tax 5,100 3,866 Other receivables 5,624 9,546 35,936 44,284 Receivables are payable within 1 year. The provision for possible irrecoverability of trade receivables is now € 1.0 million (2008: € 0.8 million). This provision comes under trade receivables. Prepaid expenses relate to exhibitions and activities that take place after 31 December 2009 and 2008 respectively. Deferred tax relates mainly to a different valuation of the tangible fixed assets, the provision for the maintenance of buildings and land, and future offsettable losses. Deferred tax is predominantly of a fixed nature. 65 5. Cash and cash equivalents Cash and cash equivalents are at free disposal. 6. Capital and reserves 2009 2008 91,774 75,294 Balance at 1 January Dividends -454 -454 Total changes in equity in relation to shareholder -454 -454 Net result 10,468 16,822 Change in other reserves -110 -7 Exchange differences from group companies -59 119 Total result 10,299 16,934 Balance at 31 December 101,619 91,774 7. Provisions MAINTENANCE OF BUILDINGS DEFERRED OTHERTOTALTOTAL AND LANDTAXROVISIONS 2009 2008 Balance at 1 January Reclassification of deferred tax Additions Withdrawals Balance at 31 December 5,291 754 257 6,302 6,025 - -514 - -514 - 2,600 1,948 1,677 6,225 1,663 -1,397 -120 -105 -1,622 -1,386 6,494 2,068 1,829 10,391 6,302 As well as personnel provisions for anniversaries, ‘Other provisions’ includes in particular provisions for obligations that arise due to long-term continuation of the company’s activities. The provisions are predominantly of a fixed nature. 66 8. Non-current liabilities 2009 2008 Balance at 1 January 82 60 Loans granted 753 22 Redeemed -47 - Balance at 31 December 788 82 The loans granted relate to various loans to the catering organisation at an average interest of 6.0%. 9. Current liabilities 2009 2008 Credit institutions - 5,239 Income invoiced in advance 23,881 33,195 Trade payables 11,263 14,387 Corporation tax 5,657 4,593 Other taxes and social security contributions 3,157 3,118 Pension fund 273 214 Debts to shareholder 4,084 3,630 Other liabilities 13,407 12,343 61,722 76,719 The maximum credit facility with credit institutions is € 50.3 million (2008: € 50.3 million). The income invoiced in advance relates to exhibitions and activities that take place after 31 December 2009 and 2008 respectively. Liabilities not shown on the balance sheet Multiannual financial liabilities Non-current multiannual obligations have been entered into concerning leases, rental and operational leasing. These obligations are itemised as follows, according to nature and term (in million €): < 1 year 1-5 years > 5 years Total Leases 0.1 0.4 - 0.5 Rental 1.6 5.6 0.5 7.7 Operational leasing 0.8 1.1 2.5 7.1 - 0.5 1.9 10.1 67 Most of the land is leased and some of the contracts will expire in 2019 and some in 2070. The average remaining term of the lease contracts is approximately 4 years, and they relate mainly to obligations on hall rental. Of the annual operational lease obligations, most relate to car lease obligations. The average remaining term of these lease contracts is approximately 2.5 years. Liability and guarantees Pursuant to Article 403, Book 2 of the Netherlands Civil Code, the company has declared in writing that it will assume joint and several liability for the debts arising from the legal acts of all the wholly owned group companies that have been included in the consolidated financial statements. As part of the overall financing of Stichting Media Plaza, Jaarbeurs Utrecht B.V. issued a guarantee to Rabobank Utrecht e.o. for € 0.45 million. As a result of the fact that in the past (former) employees were (partly) covered by the Work and Income Act (WIO), a higher WIO premium will be paid in the coming years. No provision is made for these additional costs and they will therefore have to be accounted for in future years. Tax Together with the group companies listed below, the company forms a tax entity for corporation tax and VAT and is jointly and severally liable for the tax debts of the tax entity as a whole. These group companies are: Jaarbeurs B.V., Jaarbeurs Utrecht B.V., Jaarbeurs Catering Services B.V., Grand Catering B.V., Arjan van Dijk Holding B.V., Frans Kuil Beheer B.V., Frans Kuil Party & Catering Services B.V., Dutch Catering Association B.V., On Board On Shore B.V., Taat & de Regt B.V., RDCA Exploitatie B.V., Café Royale B.V., RDCA Publiek & Projecten B.V., Event & Catering Partners 2002 B.V., Verhaaf Party Catering B.V., Sohoreca B.V., Fair Online B.V., Jaarbeurs Management B.V., Roggehoek B.V., Jaarbeurspoort B.V., Jaarbeurs Congreszaal N.V., Erotex B.V., Exploitatiemaatschappij Croeselaan B.V., Pompshop B.V., Weggebruiker B.V., N.V. Jaarbeurs Servicebureau, ’t Raethuijs N.V. 68 E X P L A N AT O R Y N O T E S T O T H E C O N S O L I D AT E D I N C O M E S TAT E M E N T Amounts x e 1,000 10. Net revenue By activity 2009 2008 Exhibitions and events 69,790 67,364 Accommodation rentals 31,885 31,819 Catering 43,947 41,732 Other 6,404 4,760 152,026 145,675 By geographical area The Netherlands 137,511 135,227 Other EU countries 1,167 564 Other countries 13,348 9,884 152,026 145,675 11. Personnel costs 2009 2008 Wages and salaries 28,921 23,579 Social security costs 4,211 3,856 Pension costs 1,780 1,535 Other personnel costs 4,211 4,648 39,123 33,618 Average number of employees (FTE) The Netherlands 702 557 Other countries 85 73 787 630 69 12. Depreciation and decrease in value of fixed assets 2009 2008 Depreciation of intangible fixed assets 3,439 1,903 Depreciation of tangible fixed assets 11,111 9,814 Decrease in value of intangible fixed assets 3,641 -31 Decrease in value of tangible fixed assets - 104 18,191 11,790 In the depreciation of intangible fixed assets and in the decrease in value of intangible fixed assets are included, respectively, the effect of the change in the estimate of the depreciation period of the goodwill of Arjan van Dijk Holding II and of the adjustment of this goodwill to the actual value calculated. 13. Financial income and expenses 2009 2008 Interest income 808 861 Interest charges -594 -1,657 Result of non-consolidated participating interests 84 30 Exchange rate differences -18 179 Other financial income and expenses -232 -144 48 -731 14. Corporation tax Jaarbeurs Holding B.V. and its Dutch wholly-owned subsidiaries, with the exception of VNU Exhibitions Europe B.V., form a tax entity. The effective tax burden is 35.4% (2008: 26.3%) and is different from the average nominal rate of corporation tax in the countries in which Jaarbeurs Holding B.V. is active. This is due to the greater depreciation as a result of a change in estimates and to the decrease in value of the intangible assets, both in respect of the goodwill of Arjan van Dijk Holding II and both not deductible. The effect of this on the tax burden is 8.1%. 15. Third-party minority interest This concerns the minority interest of third parties in the results of group companies. 70 J A A R B E U R S H O L D I N G B . V. C O M PA N Y F I N A N C I A L S TAT E M E N T S A S O F 3 1 D E C E M B E R Amounts x e 1,000 COMPANY BAL ANCE SHEET 2009 2008 Fixed assets Financial fixed assets 1 101,619 91,774 Current assets Receivables from group companies 4,084 3,630 Total assets 105,703 95,404 Capital and reserves 2 Issued and fully paid share capital 384 384 Share premium reserve 35,849 35,849 Statutory reserve 460 570 Retained earnings 54,458 38,149 Unappropriated result 10,468 16,822 101,619 91,774 Current liabilities Debts to shareholder 4,084 3,630 Total liabilities 105,703 95,404 2 0 0 9 2008 Result of group companies 10,468 16,822 Net result 10,468 16,822 I N C O M E S TAT E M E N T F O R 2 0 0 9 71 E X P L A N AT O R Y N O T E S T O T H E C O M PA N Y F I N A N C I A L S TAT E M E N T S Amounts x e 1,000 General As the company’s financial details are incorporated in the consolidated financial statements, the income statement gives only the result of the participating interest (Article 402, Book 2 of the Netherlands Civil Code). 1. Financial fixed assets 2009 Balance at 1 January 91,774 75,294 Dividend paid -454 -454 Change in other reserves - -577 Change in statutory reserve -110 570 Financial year result 10,468 16,822 Exchange differences -59 119 Balance at 31 December 101,619 91,774 2008 The list of the main group companies and participating interests is on page 73. 2. Capital and reserves ISSUED SHAREEXCHANGE SHAREPREMIUMSTATUTORY DIFFERENCES UNAPPRO- OTHER PRIATED CAPITALRESERVERESERVERESERVERESERVESRESULT Balance at 1 January 2008 384 35,849 - -72 TOTAL 29,637 9,496 75,294 Net result for 2008 - - - - - 16,822 16,822 Dividend paid - - - - - -454 -454 Retained profit - - - - 9,042 -9,042 - Change in statutory reserve - - 570 - - - 570 Change in retained earnings - - - - -577 - -577 Exchange differences - - - 119 - - 119 384 35,849 570 47 38,102 16,822 91,774 Balance at 1 January 2009 Net profit for 2009 - - - - - 10,468 10,468 Dividend paid - - - - - -454 -454 Retained profit - - - - 16,368 -16,368 - Change in statutory reserve - - -110 - - - -110 Change in retained earnings - - - - - - - Exchange differences - - - -59 - - -59 384 35,849 460 -12 54,470 10,468 101,619 Balance at 31 December 2009 As of 31 December 2009, the authorised share capital consisted of 3,500 shares, each with a nominal value of € 453.78 per share. Of these, 846 shares are issued and fully paid. 72 Accountants’ fees The following fees paid to KPMG Accountants are charged to the company, its subsidiaries and other companies that it consolidates, as referred to in Article 2:382a of the Netherlands Civil Code. KPMG ACCOUN- KPMG TANTS N.V.OTHERTOTAL In 2009 Audit of the financial statements 183,536 22,140 205,676 7,500 - 7,500 - 143,159 143,159 17,567 99,455 117,022 208,603 264,754 473,357 184,500 23,009 207,509 52,100 11,770 63,870 - 73,559 73,559 2,000 252,516 254,516 238,600 360,854 599,454 Other audit tasks Tax advisory services Other, non-audit activities Total In 2008 Audit of the financial statements Other audit tasks Tax advisory services Other, non-audit activities Total Remuneration of members of the Executive Board and of the Supervisory Board The remuneration of the sole managing director as referred to in Article 383, subsection 1, Part 9, Book 2 of the Netherlands Civil Code is exempt. The remuneration of the members of the Supervisory Board is: € 83 thousand (2008: € 53 thousand). Declaration of liability for group companies Pursuant to Article 403, Book 2 of the Netherlands Civil Code, the company has declared in writing that it will assume joint and several liability for the debts arising from the legal acts of all the wholly owned group companies that have been included in the consolidated financial statements. Utrecht, 20 May 2010 Executive Board Supervisory Board A. Brienen P.C. Klaver, Chairman Chief Executive Officer H.W. Broeders Mrs I.G.C. Faber R.G. van Ingen J.G. Wijn 73 O T H E R I N F O R M AT I O N Amounts x e 1,000 To: The General Meeting of Shareholders of Jaarbeurs Holding B.V. Auditor’s report Report concerning the financial statements We have audited the financial statements and the explanatory notes of Jaarbeurs Holding B.V., Utrecht, as they appear in this report on pages 50 to 70, and which comprise the consolidated and company balance sheet as at 31 December 2009, the consolidated and company income statement and the statement of cash flows for the year then ended. The board’s responsibility The board of the company is responsible for the preparation and fair presentation of the financial statements, which should give a true and fair view of the company’s financial position and the result, and for the preparation of the annual report, both in accordance with Part 9, 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 company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the company’s 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. 74 Opinion In our opinion, the financial statements give a true and fair view of the financial position of Jaarbeurs Holding B.V. as at 31 December 2009, and of its result for the year then ended in accordance with Part 9, Book 2 of the Netherlands Civil Code. Report on other legal and regulatory requirements Further to the legal requirement under Article 2:393 sub 5 part f of the Netherlands Civil Code, we report, to the extent of our competence, that the Board’s report is consistent with the financial statements as required by Article 2:391 sub 4 of the Netherlands Civil Code. Utrecht, 20 May 2010 KPMG ACCOUNTANTS N.V. J.C.M. van Rooijen RA Provisions of the articles of association regarding the appropriation of the result According to the company’s Articles of Association, the net result is at the disposal of the General Meeting of Shareholders. At its meeting on 19 March 2009 it was decided to appropriate the net result for 2008 as follows: To be added to the retained earnings To be paid as dividend 16,368 454 16,822 Proposed appropriation of the result It will be proposed to the General Meeting of Shareholders that the net result for 2009 be allocated as follows: To be added to the retained earnings To be paid as dividend 10,014 454 10,468 75 GROUP STRUCTURE AS OF 31 DECEMBER 2009 The main group companies are listed below. (100% interest and registered office in Utrecht unless otherwise stated) Jaarbeurs B.V. Jaarbeurs Utrecht B.V. VNU Exhibitions Europe B.V., Jaarbeurs International B.V., VNU Exhibitions Asia Ltd. (70%, Shanghai, China), Quel Business Information B.V. (30%, Rotterdam) Jaarbeurs Catering Services B.V., Arjan van Dijk Holding B.V., Arjan van Dijk Holding II B.V. (75%), Arjan van Dijk Groep B.V. (75%, Geertruidenberg), Rogex B.V. (75%, Geertruidenberg), EVE& B.V. (75%, Oosterhout), Bourgondia B.V. (75%, Oosterhout), Frans Kuil Beheer B.V. (Vlaardingen), Dutch Catering Association B.V. (Rotterdam), On Board On Shore B.V. (Rotterdam), Taat & de Regt B.V. (Rotterdam), Grand Catering B.V. (Nieuwegein), Event & Catering Partners 2002 B.V. (Hoofddorp), Verhaaf Party Catering B.V. (Hoofddorp), Trends for Rent B.V. (51%), BloemBloem B.V. (51%, Utrecht), Grand Exploitatie B.V. (51%) Jaarbeurspoort B.V., Exploitatiemaatschappij Croeselaan B.V. 76 F I V E Y E A R S J A A R B E U R S H O L D I N G B . V. * Amounts x e 1 million Consolidated balance sheets in brief 2009 2008 2007 2006 2005 Fixed assets 134.0 132.7 120.4 93.2 97.0 Current assets 42.3 45.4 35.1 34.7 28.5 176.3 178.1 155.5 127.9 125.5 Group capital and reserves 103.4 95.0 76.0 67.7 59.7 Provisions 10.4 6.3 6.0 6.9 9.3 Non-current liabilities 0.8 0.1 0.1 0.1 0.4 Current liabilities 61.7 76.7 73.4 53.2 56.1 176.3 178.1 155.5 127.9 125.5 Change in group capital and reserves Balance at 1 January 95.0 76.0 67.7 59.7 52.7 Financial year result 10.5 16.8 9.5 8.3 7.5 Other changes -2.1 2.2 -1.2 -0.5 -0.5 76.0 67.7 59.7 Balance at 31 December 103.4 95.0 * Up to and including 29 October 2007 the participation in the group company VNU Exhibitions Europe B.V. was a 50% interest. Since that date the participation was increased to 100% and this was fully consolidated in the balance sheet but only consolidated proportionally in the income statement. In 2008 the participation was fully consolidated in both the balance sheet and the income statement. 77 F I V E Y E A R S J A A R B E U R S H O L D I N G B . V. * Amounts x e 1 million, unless otherwise stated 2009 2008 2007 2006 2005 103.1 93.0 Consolidated income statement in brief Net revenue 152.0 145.7 108.5 Cost of services of third parties, materials and other external costs 79.4 75.4 60.5 56.3 49.2 Personnel costs 39.1 33.6 23.9 22.9 22.5 of fixed assets 18.2 11.8 10.2 11.7 11.7 Total operating costs 136.7 120.8 94.6 90.9 79.9 Operating result 15.3 24.8 13.9 12.2 9.6 Financial income and expenses - -0.7 -0.1 -0.1 - Profit before tax 15.3 24.1 13.8 12.1 9.6 Amortization, depreciation and decrease in value Income tax expense 5.4 6.3 4.0 3.6 2.0 Third-party minority interest 0.6 -1.0 -0.3 -0.2 -0.1 Net result 10.5 16.8 9.5 8.3 7.5 17.4 27.0 7.8 19.1 Cash flows from operating activities 31.3 38.8 18.5 Net investments in fixed assets 19.5 24.1 37.4 Average number of employees (FTE) 787 630 448 425 * Up to and including 29 October 2007 the participation in the group company VNU Exhibitions Europe B.V. was a 50% interest. Since that date the participation was increased to 100% and this was fully consolidated in the balance sheet but only consolidated proportionally in the income statement. In 2008 the participation was fully consolidated in both the balance sheet and the income statement. 404 78 KEY POSITIONS Situation at 1 April 2010 Executive Board and Management Supervisory Board Jaarbeurs Holding B.V. Jaarbeurs (Holding) B.V. P.C. Klaver - Chairman A. Brienen - Chief Executive Officer H.W. Broeders E.J.M. Missotten Mrs I.G.C. Faber J.H. van Staverden R.G. van Ingen A.M. Schouten J.G. Wijn Mrs M.P.J.M. Verkoijen Foundation Executive Board and Management Royal Dutch Jaarbeurs VNU Exhibitions Europe B.V P.C. Klaver - Chairman A.M.M. Otten - Chief Executive Officer H.W. Broeders J. van der Valk - Director, Exhibitions & Cross-media Mrs I.G.C. Faber G.W. Leeuwenburgh R.G. van Ingen F. van der Woude J.G. Wijn Mrs R.I. Klein Geltink Works Council Jaarbeurs B.V. Executive Board and Management B.J.H. de Leeuw - Chairman VNU Exhibitions Asia P.J. Coolen - Vice Chairman D. Zhong - President Mrs M.I. van Wersch-Kikkert - Secretary X.Q. Zhang - Managing Director P.C.J. van den Bosch Mrs S. Hartsuiker Executive Board and Management Mrs M.E. Kamerbeek Jaarbeurs Utrecht B.V. T. Steegers G. Zapantoulis - Managing Director R.C.J.M. van der Heijden - Deputy Managing Director Works Council C.A. Filius VNU Exhibitions Europe B.V. Mrs E. Matos J.J.L. Pietersen - Chairman A.P.A. Molmans Mrs T. Abahai - Vice Chairwoman Mrs A. van Eijk Executive Board and Management L. Joosen Jaarbeurs Catering Services B.V. H.O.P. La Gro G. Zapantoulis - Managing Director Mrs M. Sanders Mrs M. Koning P.T.C. Aalbers H. Kroneberg F. Kuitert C.C.T. Aalbers R.M. Ernst A.C.A.M. Peeters R. Boelens Jaarbeurs Holding • P.O. Box 8500, 3503 RM Utrecht • Jaarbeursplein, 3521 AL Utrecht • The Netherlands Telephone +31 (0)30 295 59 11 • Fax +31 (0)30 295 55 21 • [email protected] • www.jaarbeurs.nl