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CORPORATE INFORMATION FINANCIAL OVERVIEW

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CONTENT CORPORATE INFORMATION letter to the shareholders

P. 3

report of the board of directors

P. 5

group structure

P. 9

share information

P. 10

corporate governance

P. 12

general information

P. 16

FINANCIAL OVERVIEW COMMENTS on the consolidated financial statements

P. 20

financial statements

P. 22

1. consolidated balance sheet

P. 22

2. consolidated income statement

P. 24

3. cash flow statement

P. 26

4. equity statement

P. 27

notes to the consolidated financial statements

P. 28

1. key accounting rules

P. 28

2. segment information

P. 38

3. exchange rate

P. 41

4. detailed income statement

P. 42

5. detailed balance sheet

P. 46

other

P. 68

statutory auditor’s report

P. 72

statutory annual accounts of sioen industries nv

P. 74

proposals to the annual meeting

P. 77

addresses

P. 78

definitions

P. 80

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LETTER TO THE SHAREHOLDERS

Dear Shareholder,

markets - to pump up sales and production. Despite this, from the middle of last year we had to begin restructuring and introducing economic unemployment.

A year of extremes Total group sales in 2008 amounted to EUR 349.4 2008 was a year of extremes, of high peaks and deep

million, compared with EUR 380.3 million in 2007 (-8%).

troughs.

EBITDA and cash flow amounted to EUR 37.7 million (10.8% of sales) and EUR 24.2 million respectively.

The year started with top months, in which we beat all

After-tax profit was EUR 3.4 million, compared with EUR

records. Our spinning mill was never as productive, the

19.2 million in 2007.

weaving mills were running at full capacity, production could not keep up with sales of coated technical

innovating the future

textiles, the chemicals department continued to grow, technical protective clothing sales were climbing …

The results and explanations by division can be found in

everything was indicating to another top year.

the Report from the Board of Directors on page 5 of the financial part of this annual report.

No one could have predicted that a year that had got off to such a good start would end in a minor key. From

We cannot emphasize enough the importance of

the second half onwards, sales slackened, margins fell.

research and development. Today everybody uses the

Stock markets tumbled right across the world. Compa-

word innovation. It has become a fashionable word, at

nies were revising their growth forecasts daily. Slow-

times a magic word. Not so at Sioen. Since founding the

down turned into recession.

company in 1960 we have lived by the motto ‘to stand still is to go backwards’. This is innovation avant la lettre.

Sioen Industries has swum through many troubled waters in the past – the fire that decimated our

Introducing new ideas, products, services and proces-

company in the early 1990s, the slowing of growth

ses- approaching things in new ways, thinking out of the

in 2002, sharp Chinese competition in recent years.

box. This is our daily bread at Sioen, at every level of our

All these situations have left us extra-well armed for

company.

the future.

In this annual report we give a number of concrete examples of our recent research and development

Measures

results (see p. 16-22). These are always to a greater or lesser extent the outcome of good teamwork between

In this poor economic climate we continue to look for

sales, R&D, production, marketing, procurement and

alternatives - new applications, new products and new

senior management.

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Green

With confidence

In this annual report we would also like to introduce you

What will happen with the world economy in the

to our ‘green’ side. Ecological projects, products, plans

coming years is largely a matter of conjecture.

and developments form a red thread through the

Economists are assuming that the slowdown will, in

present report.

the most favourable of circumstances, last for 4 to 6 quarters. Sioen Industries is taking full account of these

Not because they are ‘in’, but because the environment

predictions and has already taken the necessary

and safety are close to our hearts. Our company slogan

decisions and measures.

for many years now has been ‘Protection through Innovation’. We produce products that protect human

Today we need to have confidence in our own strengths:

beings, their environment and their possessions and do

We are a flexible company, with state-of-the-art

so in an environmentally friendly way.

production equipment, unique cost-efficient vertically integrated processes, enthusiastic employees and solid

In our business statement (see p. 8) we say that “we wish

customer relations.

to develop environmentally friendly coating and processing technologies and in so doing set the

Our business statement is clear, our strategy well

standard for green safety and protective products, while

thought-through, our business slogan powerful.

creating sustainable, profitable growth.” The green ‘red thread’ in this annual report testifies that we are working hard at this.

Jean-Jacques Sioen

Michele Sioen

Chairman of the Board

CEO

of Directors

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report of the board of directors The past year splits into two distinct parts. During the

Added to this are the restructing costs introduced as

first three quarters we were well on the way to beat the

an immediate response to the drop in demand in the

sales of our 2007 record year. Then, in the fourth quarter,

fourth quarter.

the industrial world was confronted with an economic p

slowdown.

EBIT: the above-mentioned facts resulted in an EBIT of EUR 16.1 million compared with EUR 38.8 million

p Sales: In 2008 the Sioen Industries group realized

in 2007.

sales of EUR 349.4 million, compared with EUR 380.3 p

million in 2007 (-8%). This drop is due entirely to the economic slowdown in the last quarter of the year.

Financial result: financial result during 2008 amounted to EUR 9.5 million compared with EUR 8.4 million in 2007. In addition to interest charges of EUR

p Gross margin: the total gross margin fell slightly

7.5 million, the group recorded EUR 1.0 million of

compared with 2007, reflecting a shift in sales mix

realised and EUR 1.0 million of unrealised exchange

and peak prices of basic raw materials and energy,

rate losses. The sharp fall in the British Pound and

despite improved production efficiency and the use

the drop of the Polish Zloty at year end are the main

of alternative materials.

factors here.

p Services and other goods: a rigorous effort to

p

Profit: group pre-tax profit for 2008 amounted to

reduce costs produced a decrease in general

EUR 6.5 million compared with EUR 30.4 million in

expenses of approximately EUR 2.2 million.

2007. Net profit for 2008 amounted to EUR 3.4 million compared with EUR 19.2 million in 2007. The

p

Other operating expenses: these consist

fact that the effective tax rate was higher than the

mainly of a number of non profit-related taxes

normal tax rate is due to the reversal of deferred tax

(property tax, taxe professionnelle, etc.), which

assets, as a result of the economic recession.

become more and more significant. p p

Recurrent EBIT (REBIT): REBIT for 2008 amoun-

Net cash flow: net cash flow for 2008 amounted to EUR 24.2 million.

ted to EUR 21.4 million compared with EUR 40.3 p Dividend: the Board of Directors will be proposing

million in 2007. This EUR 18.9 million drop is almost entirely due to the reduced sales volume.

to the General Meeting that it declares a dividend equal to 50% of the net profit for the financial year.

p

Non-recurrent costs: non-recurrent costs

The proposed dividend for the 2008 financial year

amounted to EUR 5.3 million in 2008. The majority of

amounts to EUR 0.08 per share.

these can be allocated to the start-up of a new foil production plant (pond foils, industrial foils, etc.), which was completed in the course of the fourth quarter.

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coating division The coating division specialises in the integrated

Extrusion coating

coating of technical textile, of which it masters the

Oil booms, technical ventilation piping, soil remediation

entire production process from the extrusion of the

fabric and swimming pool covers form a relatively stable

technical yarns to the weaving of the technical fabric

market.

and its coating with various polymers. The group is the only player in the world with full proficiency in five

Calandering

different coating technologies, each with its own

By the end of the year the start-up phase was behind us

specific products and markets.

and we are now deciding on the final product range. The focus is primarily on industrial foils for various

Spinning and weaving

markets (pool foils, dashboard films etc.).

In the spinning mill we extrude polyester granules into yarns. In 2008 we began developing and producing

We maintained our market shares in our existing

tailor made yarns for external customers. The weaving

segments and are rapidly developing new products

mills (producing largely for internal use) followed the

with which we want to tap new markets (e.g. biogas

trend of the direct coating products. Here too we’ve

containers). On top of this, thanks to the efforts of our

developed alternatives ready to be marketed in 2009.

commercial-technical people and the R&D team, we were able to extrude new yarn types in our spinning

Direct coating

mills.

From the second half onwards, and in particular in the last quarter, the transportation market experienced a

This and the knowledge that our production apparatus

sudden and general downturn. This immediately

is up-to-date and functioning perfectly make us

affected Sioen’s sales in this market. Our market share,

optimistic for the future. For the coming years we will be

however, remained unchanged.

focusing on R&D, continuous product and process improvements, production efficiency and market

Online coating

penetration.

Last year we doubled production capacity to meet the strongly rising demand for open structure textiles (reinforcement nets, windbreak nets, geotextiles). We also grew strongly in reinforcement netting for PVC roofing.

Transfer coating With a number of new developments enabling us to win several large contracts, we looked well on the way to posting attractive growth figures. The slowing in the automobile sector in the fourth quarter meant that we recorded a slight decline on annual basis.

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APPAREL DIVISION This division stands for ‘technical protective clothing’.

p All across Europe companies expressed their

Points of particular attention and certainly also the keys

appreciation of Sioen’s innovative protective

to our success in 2008 included our focus on technical

clothing, resulting in a number of new contracts.

design, attention to specific customer needs, rapid

p Well-known sports clothing brands also recognized

development of new products and additional attention

Sioen’s know-how with new contracts.

to quality. All this left its mark on the earnings figures, with a The Apparel division continued to concentrate on the

divisional operational cash flow of EUR 8.6 million and

technical design and quality of all its products. These

an EBIT of EUR 7.9 million.

efforts were rewarded with growth of more than 10%. p We won tenders with recently developed product

lines (technical protective clothing for firefighters, foresters, police forces, etc.).

CHEMICALS DIVISION Sioen Chemicals processes basic raw materials (PVC

In addition, the margins of the Chemicals division came

powders, pigments, etc.) into high quality technical

under pressure during the first 9 months of the year

semi-finished products (pigment pastes, UV inks,

from high and constantly rising raw materials prices (oil

varnishes, dispersions, flame retardant products, etc.) for

derivatives and energy).

a whole range of applications. An activity that was formerly limited to the production of raw materials for

In this division too, R&D is a decisive factor for future

internal use evolved to a separate division within the

growth. Rapid development of special to-measure

Sioen Industries group with fast-growing external sales.

products and product optimization are among our

Through a number of targeted takeovers (in 2007), the

priorities.

Chemicals division has succeeded in diversifying in In the past year we laid the foundations for the future.

various geographical and technical product markets.

We are convinced that we have the right long-term Our results were impacted in 2008 by shrinking demand

strategy, which will result in added value for our

from the textiles sector, offset, only in part, by strong

shareholders.

performance in our other markets.

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industrial applications division The industrial applications Division processes coated

sudden, sharp downturn in the transportation sector,

fabrics and PVC film for heavy-duty applications. The

the group decided to undertake a radical restructuring

decline in the car and transportation industry had an

in every subsidiary of the division in order to secure the

immediate and heavy impact on this division’s results.

future.

The majority of the sales of the industrial applications

Manufacturing

division consists of laser cutting of airbags and interior

Attractive results were recorded in both the non-wovens

trim for the car industry, and the production of trailer

department and in the other industrial activities. We

tarpaulins, trailer rooftops and curtains.

invested in a new cutting machine and built a new hall to permit the even more efficient cutting and welding

Transportation

of pool foil.

This sector produces trailer, container and railway curtains and tarpaulins. Under pressure from the

outlook The current macro-economic situation makes it difficult to look ahead. We are working hard to defend our market positions and maintain rigorous cost control. We are closely following all new developments in our markets and are confident that, with our flexibility and our financial and shareholder structure, we will emerge stronger from this period.

ifrs All figures and tables given in the annual report have been prepared in accordance with the recognition and valuation principles of the International Financial Reporting Standards as accepted by the European Union.

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100% Pennel Automotive s.a.s. Calandering, France

99% Veranneman TT n.v. Weaving / Direct coating Belgium

100% TIS n.v. Weaving, Belgium

100% Siofab s.a. Transfer coating, Portugal

100% Sioen Shanghai(3) Sales office, China

100% Sioen Fibres s.a. Spinning, Belgium

100% Sioen Fabrics s.a. Weaving / Transfer coating / calandering, Belgium

100% Sioen Coating Distribution n.v. Verkoopkantoor, België

100% Saint Frères s.a.s. Direct coating France

99% Sioen Coating n.v. Direct coating Belgium

COATING

99% Sioen Zaghouan s.a. Apparel, Tunisia

100% Sioen Tunisie s.a. Sales office, Tunisia

Sioen France s.a.s. Sales office, France

95% P.T. Sungintex Apparel, Indonesia

95% P.T. Sioen Indonesia Apparel, Indonesia

100% Mullion Manufacturing Ltd. Apparel, UK

Donegal Protective Clothing Ltd.(4) Apparel, Ireland

Confection Tunisienne de Sécurité s.a. Apparel, Tunisia

100% Sioen n.v. Apparel / Central distribution unit, Belgium

APPAREL

SIOEN INDUSTRIES nv

100%

5%

5%

100%

89%

Fillink Technologies n.v. Belgium

Richard s.a.s. Paste production, France

90% European Master Batch n.v. 10%(2) Paste production, Belgium

100% Inducolor s.a. Paste production, Belgium

chemicals

100%

100%

100%

100%

100%

100%

100%

(1) Quoted percentages have been rounded and reflect the situation at 31st December 2008 (2) Via Sioen Coating nv (3) The official name is Sioen Coated Fabrics Shanghai Trading Ltd. (4) The official name is Gairmeidi Caomhnaithe Dhun na nGall Teoranta. (5) Respectively via Monal s.a. and Roltrans Group b.v. (6) In 2008 Roltrans Group Polska Sp.z.o.o. changed its name into Roland International Polska Sp.z.o.o. (7) In 2008 Roland Tilts UK Ltd changed its name into Roland International Ltd

Roland Tilts UK ltd (7) UK

Roland Ukraine llc Ukraine

Roltrans International Polska sp.z.o.o.(6), Poland

Roland Planen GmbH Germany

Roltrans Group America Inc. USA

100% Roland International b.v.(5) Manufacturing of truck tarpaulins, the Netherlands

100% Sioen Nordifa s.a. Filter production, Belgium

100% Saint Frères Confection s.a.s. Heavy-duty manufacturing, France

25% Coatex n.v. 75%(2) Processing of coated fabrics and films, Belgium

INDUSTRIAL applications

group structure


share information Listing

shareholders structure

In order to be able to continue following and ensuring the company’s fast growth, and in the conviction that a

Institutional Investor: 3.40%

transparent policy would further strengthen the group’s growth possibilities, the Sioen Industries share was introduced on the cash market, double fixing, of the

Public: 36.30%

Brussels Stock Exchange, on 18 October 1996. A year later the share was listed on the semi-continuous segment of the forward market and then, as of 11 March 1998, has been quoted on the continuous segment of the Brussels forward market, which has since become

Sihold: 60.34%

Euronext Brussels. The total number of shares amounts to 21 391 070. At the moment 7 758 538 shares or 36.30% of the total number of shares are spread among the public. 60.34% are controlled via the holding company Sihold n.v. or controlled by the Sioen family, and 3.40% are held by Shell Pension Fund.

Evolution of the share in 2008 The share was quoted at its highest price on 6 May

3.52 on 31 December 2008.

2008, at EUR 9.97. Since its lowest price on 29 December

Market capitalization amounted to EUR 75.29 million on

2008 (namely EUR 3.22), the share was quoted at EUR

31 December 2008.

Sioen

E

Volume

250 000

15

200 000 10

150 000 100 000

5 50 000

02

03

04

05

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06

07

08

0


2008: financial communication policy

share codes and classification

The Sioen Industries share was included on Euronext

ISIN BE0003743573

Brussels in Compartment C (Small-Caps).

Euronext code BE0003743573 Mnemo SIOE

Dividend policy

Type Stock - Ordinary stock - Continuous

The Board of Directors wishes to continue striving for a

Market Euronext Brussels - Euronext - Local securities

pay-out ratio of more than 15% and to have the

Compartment C (Small-Caps)

dividend increase year after year, in order thereby to have the dividend closely linked to the cash flow

ICB Sector classification:

expectations on the one hand, and on the other hand to

3000, Consumer Goods

reward the shareholders’ confidence in the company.

3700, Personal & Household Goods 3760, Personal Goods 3763, Clothing & Accessories

The pay out ratio for 2008 amounts to 50.3%, as compared to 50.2% last year. The dividend amounts to EUR 0.08 gross (EUR 0.06 net) and is made payable at

Reuters: SIOE.BR

the counters of Dexia Bank, ING Bank, Fortis Bank, Bank

Bloomberg: SIO.BB

Degroof and KBC Bank from 11 May 2009.

Datastream: B:SIO

Obligations with regard to periodical information following the transparency directive effective as of 1 January 2008 Declaration regarding the information given in this annual report 2008 The undersigned declare that: p The annual accounts, which are in line with the standards applicable for annual accounts, give a true

and fair view of the capital, the financial situation and the results of the issuer and the consolidated companies; p The annual report gives a true and fair view of the development and the results of the company and

of the position of the issuer and the consolidated companies, as well as a description of the main risks and uncertainties they are faced with.

Michele Sioen, CEO Geert Asselman, CFO

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Corporate Governance The Sioen family has been supported by external,

can be consulted on the Sioen Industries website

independent directors since 1986. Their expertise and

(www.sioen.com).

experience contribute to the proper and effective

Since the Corporate Governance Charter came into

management of the company. On 22 March 2005 the

effect, a number of minor amendments have been made

Board of Directors adopted a Corporate Governance

to it, reflecting changes to the environment, such as the

Charter, in accordance with the Belgian Corporate

dematerialization of shares, or a small change in the

Governance Code. The Corporate Governance Charter

shareholder structure.

has been in force since the 2005 General Meeting, and

The board of directors Composition (situation as at 31 December 2008) The directors’ mandates expire at the 2011 general meeting. CHAIRMAN

Mr J.J. Sioen (1), chairman/director in various other companies

MANAGING DIRECTOR

M.J.S. Consulting b.v.b.a., represented by Ms M. Sioen (1) director in various other companies

DIRECTORS

Ms J.N. Sioen-Zoete (1), director in various other companies

D-Lance b.v.b.a., represented by Ms D. Parein-Sioen (2) director in various other companies

P. Company b.v.b.a., represented by Ms P. Sioen (1) director in various other companies

Pol Bamelis n.v., represented by Mr P. Bamelis (3) director in various other companies

Revam b.v.b.a., represented by Mr W. Vandepoel (3) Managing director Lessius Corporate Finance n.v.; director in various other companies

Louis Verbeke e.b.v.b.a., represented by Mr L.-H. Verbeke (3) chairman of Mitiska n.v.; director in various other companies

Mr L. Vandewalle (3) (5), director in various other companies

Vean n.v., represented by Mr L. Vansteenkiste (3) managing director of Recticel n.v.; director in various other companies

SECRETARY

Mr G. Asselman CFO Sioen Industries Group

STATUTORY AUDITOR (4)

Deloitte Bedrijfsrevisoren c.v.b.a. Represented by Mr D. Van Vlaenderen and Mr K. Dehoorne

(1) Executive director (2) Non-executive director (3) Independent director. In defining independent directors, the Board of Directors has opted for the transition criterion, foreseen by the law of 17 December 2008 that is applicable until Juli 1 2011. This in order to ensure the continuity of the Company and its management. (4) The Statutory Auditor’s mandate expires at the general meeting of 2011. (5) In replacement of Mr Sterckx.

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The Board of Directors and how it works

transition period as foreseen in the law of 17/12/2008

In accordance with the Articles of Association, the Board

and valid until 1/07/2011, for the definition of indepen-

of Directors meets regularly as a function of the com-

dence of the members of the Audit Committee.

pany’s needs and interests. The Board of Directors met five times in 2008. The number of meetings attended by

The Audit Committee met four times in 2008. The

the individual directors in 2008 was as follows:

number of meetings individually attended by the

Mr Jean-Jacques Sioen

5

members of the Audit Committee in 2008 was as follows:

Ms Michèle Sioen

4

Mr Wilfried Vandepoel

4

Ms Jacqueline Sioen-Zoete

5

Mr Louis-Henri Verbeke

4

Ms Danielle Sioen

5

Mr Luc Sterckx

1

Ms Pascale Sioen

4

Mr Luc Vandewalle

1

Mr Pol Bamelis

5

Mr Wilfried Vandepoel

5

In conformity with article 526 bis of Companies Code, the

Mr Louis-Henri Verbeke

5

Company declares that at least one member of the Audit

Mr Luc Sterckx

1

Committee complies to the independent requirements

Mr Luc Vansteenkiste

5

and competence needs related to accounting and audit.

Mr Luc Vandewalle

4

b) Remuneration Committee In conformity with article 526 bis of Companies Code,

In 2008 the Remuneration Committee was made up of

the Company declares that at least one member of the

two independent directors, namely Messrs Bamelis

Audit Committee complies to the independent require-

(chairman) and Vansteenkiste. The Remuneration

ments and competence needs related to accounting and

Committee advises the Board of Directors on pay policy

audit.

in general and on the compensation paid to the members of the Board of Directors and the Management

The permanent agenda of every Board of Directors

Committee in particular. The share option plans also fall

meeting includes the discussion of and taking of

under its remit. In 2008 the Remuneration Committee

decisions with respect to the individual results of

met twice. All members of the committee were present

companies in the group, division results, consolidated

at each meeting.

results, current investments and projects, new projects and proposals for investment opportunities. The Board

c) Nomination Committee

also deals with specific points on the agenda as a

The Nomination Committee did not meet in 2008.

function of concrete matters in hand.

Management Committee Working committees

The members of the Management Committee (as of 31

The Sioen Industries Group has three working committees:

December 2008) are: - MJS Consulting b.v.b.a., represented by Ms M. Sioen

a) Audit Committee:

- P. Company b.v.b.a., represented by Ms P. Sioen

In 2007 the Audit Committee consisted of three inde-

- Mr Geert Asselman

pendent directors, namely Messrs Vandepoel (Chairman),

- Mr Erwin Van Uytvanck

Verbeke and Vandewalle (in replacement of Mr Sterckx).

- Mr Michel Devos

The Board of Directors chooses to make use of the

Secretary: Mr Loebrecht Lievens

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Remuneration of directors and the Executive Management In 2008 the following fees were paid to the members of

Extract from the minutes of the Board of Directors’ meeting of 17 March 2009 Exposition

the board of directors and the executive management:

Both the company and its subsidiaries have, during the

Non-executive and independent directors, as well as the

past year, as part of various building projects, awarded

members of the executive management in their capacity

various contracts to SVB PROJECT N.V. having its

as director:

registered office at 8850 Ardooie, Fabriekstraat 23

Mr Jean-Jacques Sioen

EUR 20 000

M.J.S. Consulting b.v.b.a

EUR 20 000

Ms. Jacqueline Sioen-Zoete

EUR 20 000

Both the company and its subsidiaries may in the future

D-Lance b.v.b.a

EUR 20 000

wish to award contracts to SVB in the context of building

P. Company b.v.b.a

EUR 20 000

contracts.

Pol Bamelis n.v

EUR 22 250

Revam b.v.b.a.

EUR 29 000

Mr Jean-Jacques Sioen declared that he has an indirect

Louis Verbeke e.b.v.b.a.

EUR 26 000

conflict of interests as regards the intended transactions,

K.E.M.P. n.v.

(hereafter “SVB”).

EUR 8 667

Vean n.v.

EUR 21 500

Dhr. L. Vandewalle

EUR 26 000

seeing that he is a shareholder in SVB. It is in the company’s interest to negotiate as low a price as possible, while it is in SVB’s to arrive at as high a price

Mrs. Michèle Sioen received in 2008, as CEO, besides her

as possible.

remuneration as a member of the Board of Directors, a fixed remuneration of EUR 432 500. She received a

Deliberation and decision

variable remuneration (base calculation 2007) for an

In this context Mr Jean-Jacques Sioen abstained from the

amount of EUR 124 260. For 2008, the CEO abandons the

deliberation and decision-making with regard to the

variable part of her remuneration.

above-mentioned agenda item.

The fixed remunerations paid to the executive manage-

After deliberation the Board of Directors decided

ment*, including directors in their capacity as members of

unanimously to confirm the transactions done with SVB

the executive management, amounted to EUR 2 188 775

and to approve any future transactions with SVB.

(excluding CEO). Variable remuneration received (base calculation 2007) amounted to EUR 186 357.

Justification of asset-related consequences

For 2008, the executive management abandons the

The total price for the contacts in the framework of the

variable part of their remuneration.

various building projects amounted to EUR 220 000 in 2008 and is estimated between EUR 45 and EUR 100 per

In 2008 no shares in Sioen Industries, share options

hour in 2009, depending on the nature of the contract.

or other rights for the acquisition of shares in Sioen

This corresponds to the market price for comparable

Industries were granted to the CEO and the other

assignments in the context of building projects.

members of the executive management. There are no specific recruitment or golden handshake agreements with the members of the executive management. * The executive management consists of executive directors and members of the management committee.

- 14 -


External audit Within the Sioen Industries group, external audit is

Protocol to prevent abuse of insider information

chiefly carried out by Deloitte Bedrijfsrevisoren. This

To prevent privileged information being used illegally by

involves the auditing of both the statutory financial

directors, shareholders, and members of the manage-

statements and the consolidated annual financial

ment and staff (i.e. “insiders”), or even to prevent such an

statements of Sioen Industries n.v. and its subsidiaries.

impression possibly being created, the Board of Direc-

To the extent that the audits of a number of subsidiaries

tors of Sioen Industries n.v. has produced a protocol for

are carried out by other auditing companies, Deloitte

the prevention of abuse of insider information (“1997

makes use of their work, as stated in the Statutory

Protocol”).

Auditor’s report. During the past financial year the Statutory Auditor received EUR 282 000 from Sioen

Further to Directive 2003/6/EU a new protocol was

Industries in respect of its statutory auditor mandate.

approved by the Board of Directors on 1 May 2005.

Additionally the Statutory Auditor and its network

The protocol is initially aimed at protecting the market as

received EUR 59 065 for other auditing work, and EUR

such, ensuring observance of the statutory provisions

10 000 for other assignments outside its audit mandate.

and maintaining the group’s reputation. In addition to a number of prohibitions concerning the trading of Sioen

The mandate of Deloitte Bedrijfsrevisoren as Statutory

Industries n.v. financial instruments when insiders have

Auditor of Sioen Industries n.v. expires at the annual

privileged information that is not (yet) available to the

meeting of 2011. Deloitte Bedrijfsrevisoren is represen-

public, it also contains a number of preventive measures

ted by Mr D. Van Vlaenderen and Mr K. Dehoorne.

and directives designed to maintain the confidential nature of privileged information. All insiders eligible for this have signed this protocol. A Compliance Officer has been appointed to monitor observance of the protocol.

- 15 -


General Information Registered office and name

cladding, the printing and finishing of all fabrics, the

The registered office of Sioen Industries, a public limited

manufacture of ready-to-wear items of clothing and

liability company under Belgian law, is established at

outfits for men and women, knitwear, embroidery,

Fabriekstraat 23, B-8850 Ardooie. The company is listed in

household and table linen, children’s clothing. The

the Bruges register of legal persons under enterprise

manufacture of safety and high visibility articles. Who-

number 0441.642.780.

lesale and retail trading in all the abovementioned items, • The investment in, subscription to, permanent takeover,

Incorporation and publication

placing, purchase, selling, and trading of shares, dividend

Sioen Industries was incorporated under the name

certificates, bonds, certificates, claims, currencies and

“Sihold” by deed executed before notary-public Ludovic

other transferable securities, issued by Belgian or foreign

du Faux in Moeskroen on 3 September 1990, published in

companies, whether or not in the form of trading

the appendix to the Belgian Official Journal of 28

companies, administrative offices, institutions and

September 1990, under no. 900928-197.

associations either with or without (semi-) public status, • The management of investments and shareholdings in

Financial year

subsidiaries, the holding of directorships, the giving of

The financial year begins on 1 January and ends on 31

advice, management and other services to or in accor-

December of each year.

dance with the activities carried out by the company itself. These services may be provided by virtue of

Term

contractual or statutory appointment and in the capacity

The company is established for an indefinite period.

of external consultant or representative body of the customer.

Object of the company The company’s object, in Belgium and abroad, on its own

All this insofar as the company complies with the

behalf and on behalf of third parties, is:

statutory requirements. The company may, in Belgium

• The weaving of fibres of all kinds, the coating of fabrics

and abroad, effect all industrial, trading, financial,

and all other material, the printing thereof, the manufac-

moveable property and real estate transactions that may

ture of plastic and plasticized material, the manufacture,

develop or promote its business either directly or

purchasing and sale, both in Belgium and abroad, of

indirectly. It may, by any means, acquire all movable or

material useful for or relating to aforesaid products and

immovable goods even if these are not related directly or

raw materials, as well as the manufacture of chemical

indirectly to the company’s object.

products and pigments,

It may, in any way, acquire participating interests in all

• The manufacture of pre-finished outer clothing in

associations, businesses, enterprises or companies that

woven fabric, the manufacture of all kinds of tailormade

are striving for the same or a similar or related object or

clothing and embroidery, the manufacture of outer

that can promote its business or facilitate the sale of its

clothing in knitted fabrics, and of household linen and

products or services, and it may collaborate or merge

interior decoration items, the manufacture of wall

therewith.

- 16 -


Consultation of documents

board of directors is authorized to ask for an issue

The statutory and consolidated annual accounts of the

premium. If the board of directors decides to do so, this

company and the accompanying reports are filed with

issue premium should be allocated to an unavailable

the National Bank of Belgium. The articles of association

reserve account that can only be reduced or written off

and the special reports required by the Companies Code

by resolution of the general meeting passed in the

can be obtained from the Clerk’s Office of the Commercial

manner required for the amendment of the articles of

Court of Bruges.

association.

These documents, as well as the annual and half-yearly reports and all information published for the benefit of

In the absence of express authorization given by the

the shareholders, can also be requested by shareholders

general meeting to the board of directors, the board of

at the registered office of the company. The articles of

directors’ authority to increase the subscribed capital

association, the annual and half-yearly reports can also be

through a contribution in cash with cancellation or

downloaded from the website www.sioen.com.

restriction of the existing shareholders’ preferential subscription rights, or through contribution in kind, is

Authorized capital

suspended from the date of notification to the company

The board of directors is authorized, during a period of

by the Banking, Finance and Insurance Commission of a

five years counting from the date of publication in the

public takeover bid for the company’s shares. This

Annexes to the Belgian Official Journal of the deed

authority will be reinstated immediately after the closing

concerning the amendment of the articles of association

of such a takeover bid. The general meeting of 25 May

of 25 April 2008 (BOJ of 28 May 2008), to increase the

2007 expressly authorized the board of directors to

subscribed capital on one or more occasions, by a

increase the subscribed capital on one or more occasi-

maximum amount of forty-six million euros. This renewa-

ons, from the date of notification by the Banking,

ble authority is valid for capital increases in cash, in kind

Finance and Insurance Commission to the company of a

or by conversion of reserves. At the moment this amount

public takeover bid for the company’s shares, through

is still wholly available.

contributions in cash with cancellation or restriction of the existing shareholders’ preferential subscription right,

In the framework of the authorized capital, the board of

or by contributions in kind, in accordance with Articles

directors is authorized, in the interest of the company and

557 and 607 of the Companies Code. This authority is

subject to observance of the conditions laid down in

granted for a period of three years from 25 May 2007 and

Articles 535 and 592 to 599 of the Companies Code, to

is renewable.

cancel or restrict the preferential subscription right that is is authorized to restrict or cancel the preferential subscrip-

Acquisition by the company of shares in its own capital

tion right in favour of one or more particular persons,

The general meeting of 25 May 2007 expressly authori-

even if these are not members of staff of the company or

zed the board of directors, in accordance with the

its subsidiaries.

provisions of the Companies Code, to acquire or have

granted to the shareholders by law. The board of directors

disposal of its own shares or profit-sharing certificates, if In the event of an increase of the subscribed capital,

the acquisition thereof is necessary to avoid the threat of

carried out within the limits of the authorized capital, the

serious detriment to the company. This authorization is

- 17 -


valid for a period of three years from date of publication

Stock option plan II

of the above-mentioned resolution in the Annexes to the

In order to make remuneration dependent on the

Belgian Official Journal (BOJ of 15 June 2007).

company’s performance, it was decided to introduce a option plan. This new option plan meets all the require-

The general meeting of 25 April 2008 authorized the

ments of the law of 26 March 1999. The company has

board of directors, in accordance with Articles 620 to 623

opted for an option plan based on a basket of shares of

and 625 of the Companies Code, to obtain its own shares

European companies. The options granted by Sioen

through purchase or exchange in the maximum number

Industries have as their underlying asset the BEVEK ING

permitted by law, and at a price equal to the market

(L) Invest EMU Equity Fund (cap) with ISIN code

value of the shares. This authorization also extends to

LU0095527585 and are granted in the form of a call

the acquisition of shares of the company by one or more

option. These call options are offered free of charge to

of its direct subsidiaries within the meaning of the law,

those concerned. The exercise price will correspond, at

and is valid for a period of eighteen months counting

the offeror’s choice, to either the closing price of the

from 25 April 2008 and is renewable.

BEVEK’s shares on the day before the offering date, or the average of the closing prices of the BEVEK’s shares for

Share based payment plans Stock option plan I

the 30 calendar days preceding the offering date. This

Under a share option scheme originally introduced in

be sent to every beneficiary. The company covers itself

1996, a total of 6 500 options were issued in 2000 of

by buying, at the same time, an identical number of

which 3 250 remain outstanding and exercisable at the

options having the same features, of the same fund and

price of EUR 20.3355 per share until January 2008.

with the same exercise price. The option premium that

The Board of Directors remains authorized to grant up to

Sioen Industries paid for this amounted to 52% of the

158 000 options. No options have been granted to

closing price of the BEVEK on the day before the offering.

amount will be mentioned in the offer letter which will

directors under this scheme.

Overview of the 2000 share option plan Date of Board decision Option price as % of market price Option price Option exercise price

10/10/2000 7.5% 1.5375 20.3550

Allocation

6.500

Unused

3.250

Balance to be exercised January 2005-2008

(3.250)

- 18 -


The total number of outstanding options is as follows

2008

Options outstanding at 1 January

3 957

0

0

3 957

-3 957

0

Options outstanding at 31 December

0

3 957

Options exercise price

0 140.11 EUR

Option premium paid

0

Options granted during the reporting period Options exercised during the reporting period

On January 14 2009, we engaged in a new stock option plan, which was provided for in 2008 for the same amount and under the same regime as last year. We refer to section III.5.8 Investments. The options have a total term of 10 years from the date of offering. After a blocking period, beneficiaries have the possibility of either selling or exercising the options granted to them until the end of the exercise period.

- 19 -

2007

72.86 EUR


I. Comments on the consolidated financial statements

Sioen Industries Group Sioen Industries is the leading world producer of coated technical textiles, European market leader in industrial protective clothing, a niche specialist in fine chemicals and a major world player in processing technical textiles into semi-finished products and technical end products.

Sales In 2008 Sioen achieved net group sales of EUR 349.4 million, which results in a decrease by 8.1% compared to EUR 380.3 million the year before. The decrease is fully related to the sales drop during the last quarter of 2008. In the apparel division external sales growth of EUR 7.1 million was achieved related to ‘new’ businesses and the direct customer business. On the other hand the downswing in the trailer building business in the last quarter of 2008 reduced sales in both the coating and industrial applications divisions by 11.3% and 16.7% respectively. Next to the regression in the truck market external sales in the chemicals division decreased by 13.6% due to the sale of the granules business activity in September 2007.

p

p

Gross margin-EBITDA-EBIT p Historical high raw materials prices and a significant p

drop in the trailer business in the last quarter of 2008 resulted in a decrease in gross margin and EBITDA at group consolidated level by 2.0% and 38.4% respectively. In the coating division, the strategy of price increases for finished products could no longer compensate the constantly rising raw material prices, resulting in a gross margin decrease of 2.9% compared to 2007. Additionally, the start up costs related to a new production line and restructuring costs resulted in a decrease of the operating cash flow by 41.6% in this division. In the apparel division the gross margin decreases by 1.3% explained by the pound sterling evolution. This had a negative impact on operating cash flow, which decreased from EUR 10.6 million in 2007 to EUR 8.8 million in 2008. In this division technical excellence is crucial, in particular with professional users that set very high standards. The chemicals division continued the integration process of companies

p

p p

p

- 20 -

after implementation of a new ERP system. A significant increase of raw material prices, maintenance costs and user license fees related to the new ERP system, together with costs related to the closing of the Lyon production entity, negatively affected the gross margin and operating cash flow in 2008, which decreased from EUR 7.3 million in 2007 to EUR 1.9 million in 2008. Despite the major volume downswing, the gross margin remained at level within the industrial applications division. Next to the volume decrease, EBITDA decreased from EUR 4.6 million in 2007 to EUR 1.8 million in 2008 due to a drop of the Polish Zloty and British Pound against the euro. Services and other goods decreased by EUR 2.2 million, moving to 16.7% of net sales compared with 15.9% in 2007. The biggest decreases under this heading are transportation costs, interim costs and sales commissions. The decrease is partly offset by increased energy costs and IT-related fees (implementation of new ERP software in the chemicals division and the heavy confection subdivision) compared to 2007. Personnel costs decreased with EUR 1.6 million compared to 2007, related to increased production efficiency in 2008. Other operating costs cover a number of generally non profit-related taxes as property tax, ‘taxe professionelle’ in France and the like, which become more and more significant. This gives the group an operating profit of EUR 16.1 million in 2008 compared to EUR 38.8 million in 2007. Operating cash flow (EBITDA) decreased by 38.4% to EUR 37.7 million. Financial result: at EUR - 9.5 million, net financial costs were EUR 1.2 million higher than in 2007. This is explained by the unfavorable realized and unrealized financial result resulting from the continuous weakening of the pound sterling and the drop of the Polish Zloty at year end. Net financial debt amounts to EUR 151.6 million compared to EUR 146 million at the end of 2007. The effective tax rate was 47.8%, compared with 36.9% in 2007, due entirely to the non-recognized/


Risks

de-recognized deferred tax assets on tax losses incurred in certain subsidiaries. p The final net profit for 2008 amounts to EUR 3.4 million, compared with EUR 19.2 million in 2007. p Net operating cash flow decreased by EUR 19.3 million from EUR 43.5 to 24.1 million.

Sioen Industries NV is a company, listed on Euronext, that does not itself exercise any industrial activity. Sioen Industries holds participations in companies operating in the following sectors: p production and application of coatings on technical

Investments

textiles

p Total investments in tangible and intangible fixed

p design, development and production of protective

assets amounted to EUR 25.8 million. Main investments of 2008 are: • EUR 6.8 million: investment in new buildings and infrastructure at Veranneman and Sioen Coating NV • EUR 2.9 million: investment in infrastructure, building and machinery at Fabrics Calandering • EUR 2.6 million: investment in a new ERP package and hardware • EUR 2.2 million: machinery and infrastructure at Veranneman • EUR 1.3 million: weaving looms at TIS • EUR 0.8 million: machinery at Saint Freres Enduction • EUR 0.4 million: machinery at Sioen Coating NV

clothing p processing heavy technical textiles into finished

products p producing pigment pastes, varnishes and inks for

industrial applications. Sioen Industries is influenced, in particular in terms of its income stream, by the economic performance of these divisions. These divisions are in turn dependent on general economic trends and more specifically: p the volatility of crude oil prices and the more or less

related volatility of prices of its principle raw materials (PVC, polyester, plasticizer, etc.); p with regard to the processing of heavy technical textiles, the group’s evolution closely tracks the economic cycles of the truck sector; p the protective clothing division follows the current trend in industrial activity in Western Europe. The emphasis is here less on volume and more on the technical specifications of the clothing.

Balance sheet In nominal net amounts working capital rose from EUR 126.2 million at 31/12/2007 to EUR 126.3 million at 31/12/2008. Taking into account that sales have decreased by EUR 30.9 million, working capital need as a percentage of sales increased from 33.2% to 36.1% at the end of 2008. Net financial debt increased from EUR 145.9 million at 31/12/2007 to EUR 151.6 million at 31/12/2008.

- 21 -


III.Consolidated Notes to the consolidated financial II. financial statements

III.1.consolidated KEY accounting rules sheet IN THOUSANDS OF EUROS II.1. balance III.1.1. segment information

The consolidated financial statements for 2008 were approved by the Board of Directors for publication on 17 March 2009. ASSETS

Note

2008

2007

Intangible assets

III.5.1

17 908

18 834

Goodwill

III.5.2

17 603

Property, plant and equipment

III.5.4

151 160

Non-Current assets

Interests in associates Long term trade receivables Other long term assets Deferred tax assets

17 585 151 404

2

0

III.5.5

17

14

III.5.5

1 345

636

III.5.15

3 846

5 445

TOTAL NON-CURRENT ASSETS

191 881

193 918

Current Assets Inventories

III.5.6

99 183

90 450

Trade receivables

III.5.7

56 107

73 208

Other receivables

III.5.8

8 445

11 515

Other investments and deposits

III.5.8

288

288

Cash and cash equivalents

III.5.8

14 545

7 479

Deferred charges and accrued income

III.5.8

1 292

1 254

TOTAL CURRENT ASSETS

179 860

184 194

TOTAL ASSETS

371 741

378 112

- 22 -


III. Notes to the consolidated financial III.1. KEY accounting rules III.1.1. segment information

EQUITY & LIABILITIES

Note

2008

2007

Share capital

46 000

46 000

Retained earnings

95 541

101 761

Hedging and translation reserves

820

824

TOTAL EQUITY

142 361

148 585

Equity

Non-Current liabilities Interest bearing loans

III.5.11

102 140

107 074

Provisions

III.5.10

1 493

2 602

III.5.9

1 103

1 366

Deferred tax liabilities

III.5.15

16 410

18 863

Finance leasing

III.5.11

18 645

10 039

Other amounts payable

3

3

TOTAL NON-CURRENT LIABILITIES

139 794

139 947

Pension obligations

Current liabilities Trade and other payables

III.5.13

24 381

34 191

Interest bearing loans

III.5.11

43 361

35 400

Provisions

III.5.10

3 796

III.5.9

39

91

Current income tax liabilities

III.5.13

954

440

Social debts

III.5.13

9 573

10 523

Finance leasing

III.5.11

2 250

1 199

Other amounts payable

III.5.13

3 861

4 548

Accrued charges and deferred income

III.5.13

1 371

1 159

TOTAL CURRENT LIABILITIES

89 586

89 580

TOTAL EQUITY AND LIABILITIES

371 741

Pension obligations

- 23 -

2 029

378 112


II.2. consolidated income statement II.2.1. by function IN THOUSANDS OF EUROS

2008

Net sales Cost of sales

% of

2007

% of

Sales

Sales

349 366

100.0%

380 350

100.0%

-280 120

-80.2%

-289 191

-76.0%

69 246

19.8%

91 159

24.0%

-19 023

-5.4%

-20 460

-5.4%

-6 101

-1.7%

-7 352

-1.9%

-25 416

-7.3%

-25 737

-6.8%

Manufacturing contribution Sales and marketing expenses R&D expenses Administrative expenses Other operating result

2 646

0.7%

2 682

0.7%

Non recurring result (1)

-5 292

-1.5%

-1 500

-0.4%

Operating result

16 060

4.6%

38 792

10.2%

Financial result

-9 541

-2.7%

-8 373

-2.2%

8 514

2.4%

3 340

0.9%

-18 055

-5.2%

-11 713

-3.1%

6 519

1.9%

30 419

8.0%

-3 114

-0.9%

-11 233

-3.0%

3 406

1.0%

19 186

5.0%

EBIT

16 060

4.6%

38 792

10.2%

EBITDA

37 669

10.8%

61 171

16.1%

Cash flow

24 163

6.9%

43 510

11.4%

Financial income Financial charges Profit or loss before Taxes Taxes Profit or loss after Taxes

(1) Non-recurring items relate to impairment losses, restructuring expenses and start-up costs of new, significant investment projects until the product is ready to be sold at normal market conditions. We refer to III.4. ‘Detailed income statement’ for more detail.

- 24 -


II.2. consolidated income statement by bynature nature IN THOUSANDS EURO II.2.2. IN THOUSANDS OF EUROS

2008

Net sales

349 366

% of

2007

% of

Sales 100.0%

380 350

Sales 100.0%

Changes in stocks and wip

6 361

1.8%

5 345

1.4%

Other operating income (2)

3 918

1.1%

5 599

1.5%

Raw materials and consumables used

182 016

52.1%

188 798

49.6%

Gross margin

49.72%

51.77%

Services and other goods

-58 188

-16.7%

-60 355

-15.9%

Remuneration, social security and pensions

-71 005

-20.3%

-72 586

-19.1%

Depreciations

-20 601

-5.9%

-20 330

-5.3%

Write off inventories and receivables

-101

0.0%

-2 265

-0.6%

Other operating charges (3)

-6 380

-1.8%

-6 669

-1.8%

Non recurring result (1)

-5 292

-1.5%

-1 500

-0.4%

Operating result

16 060

4.6%

38 792

10.2%

Financial result

-9 541

-2.7%

-8 373

-2.2%

Financial income

8 514

2.4%

3 340

0.9%

Financal charges

-18 055

-5.2%

-11 713

-3.1%

6 519

1.9%

30 419

8.0%

-3 114

-0.9%

-11 233

-3.0%

3 406

1.0%

19 186

5.0%

EBIT

16 060

4.6%

38 792

10.2%

EBITDA

37 669

10.8%

61 171

16.1%

Cash flow

24 163

6.9%

43 510

11.4%

Profit or loss before taxes Taxes Profit or loss after taxes

(1) Non-recurring items relate to impairment losses, restructuring expenses and start-up costs of new, significant investment projects until the product is ready to be sold at normal market conditions. We refer to III.4. ‘Detailed income statement’ for more detail. (2) Other operating income mainly consists of received rent for buildings, transport recharges and received indemnities. In 2007 the apparel division received a significant indemnity related to flood damage in Indonesia. (3) Other operating expenses mainly consist of taxes on tangible assets, local taxes and import duties.

- 25 -


II.3. cash flow statement

2008

2007

Operating result

16 060

38 792

Depreciations

20 601

20 330

Impairment

0

1 500

Write off inventories and receivables

101

2 265

Provision other risks and charges

343

-213

Inventories

99 183

90 450

Long term and short term trade receivables

56 124

73 221

Details working capital:

Other receivables, non-current assets, investments & deferred charges

11 370

13 689

Trade and other payables

-24 381

-34 191

Tax liabilities & other amounts payable

-15 759

-16 670

Amounts written off inventories and receivables

12 655

13 087

Total working capital

139 192

139 586

Changes in working capital

-393

-13 235

Cash flow from operating activities

36 713

49 438

Current taxes

-3 965

-9 289

Net cash flow from operating activities

32 748

40 149

Received interests

328

162

Acquisitions of subsidiaries

0

-69

Investments in intangible and tangible fixed assets

-16 087

-24 695

Disposal and sale of intangible and tangible fixed assets

5 682

607

Increase in capital grants

830

0

Translation adjustments on intangible and tangible assets

750

224

Net cash flow from investing activities

-8 497

-23 771

Net cash flow before financing activities

24 251

16 378

Paid interests

-7 364

-7 378

Disbursed dividend

-9 354

-5 762

Increase long term interest bearing loans

0

0

Decrease long term interest bearing loans

-4 936

-17 111

Increase/(decrease) short term intrest bearing loans

7 963

11 390

Increase/(decrease) finance lease obligations

-1 215

-1 455

Other

-195

-205

Currency result

-2 081

-860

Cash flow from financing activities

-17 182

-21 379

Impact of cumulative translation adjustments and hedging

-3

-636

Change in cash and cash equivalents

7 066

-5 637

Net cash position at the end of previous period

7 479

13 116

Net cash position at the end of current period

14 545

7 479

- 26 -


II.4. II.4. equity equity statement statement

2008 Share capital Reserves

Translation differences

Hedging reserves

66

758

Hedging

-95

At the end of last financial year

46 000

101 761

Result

3 406

Dividends

-9 626

Deferred tax

Cumulative translation adjustments

59

32

Change in consolidation scope Transfer to profit on cash flow hedges At the end of current financial year

46 000

95 541

125

695

The company paid in 2008 9.6 Mio Eur dividends over 2007. Proposed dividend over 2008 under condition of approval by the general shareholders meeting amounts to 1.7 Mio EUR.

2007 Share capital Reserves

Translation differences

Hedging reserves

700

759

Deferred tax

111

At the end of last financial year

46 000

88 337

Result

19 186

Dividends

-5 762

Hedging Cumulative translation adjustments

-634

Change in consolidation scope Transfer to profit on cash flow hedges At the end of current financial year

46 000

- 27 -

101 761

66

-112 758


III. Notes to the consolidated financial to the consolidated financial III. Notes statements III.1. KEY accounting rules

III.1.1. summary segment information of significant accounting policies

The consolidated annual financial statements of Sioen Industries NV (the ‘Company’) include the annual financial statements of the Company, its subsidiaries and those entities which are consolidated by the proportional method (together referred to below as the ‘Group’). The consolidated financial statements are drawn up in conformity with the International Financial Reporting Standards (IFRS), as accepted within the European Union. In the current year, the Group has adopted all of the new and revised Standards and Interpretations issued by the International Accounting Standards Board (the IASB) and the International Financial Reporting Interpretations Committee (the IFRIC) of the IASB that are relevant to its operations and effective for annual reporting periods beginning on 1 January 2008, all of which were endorsed by the European Union.

p Amendment to IFRS 2 – Vesting Conditions and

p

p

p

p

Became applicable for 2008 p

p IFRIC 11 IFRS 2 Group and Treasury share Transactions

(applicable for accounting years beginning on or after 1 March 2007). p IFRIC 12 Service Concession Arrangements (applicable for accounting years beginning on or after 1 January 2008). p IFRIC 14 ‘IAS 19—The limit on a defined benefit asset, minimum funding requirements and their interaction’ (applicable for accounting years beginning on or after 1 January 2008). p Amendments to IAS 39 Financial Instruments: Recognition and Measurement and IFRS 7 Financial Instruments: Disclosures (amendments to be applied as from 1 July 2008 onwards).

p p

p

p p

Issued but not yet effective p IAS 1 Presentation of Financial Statements (annual

periods beginning on or after 1 January 2009). This Standard replaces IAS 1 Presentation of Financial Statements (revised in 2003) as amended in 2005. p Amendment to IAS 27 Consolidated and Separate Financial Statements (applicable for annual periods beginning on or after 1 July 2009). This Standard amends IAS 27 Consolidated and Separate Financial Statements (revised 2003).

p

p

p

- 28 -

Cancellations (applicable for annual periods beginning on or after 1 January 2009). Amendments to IAS 32 Financial Instruments: Presentation and IAS 1 Presentation of Financial Statements – Puttable financial instruments an obligations arising on liquidation (annual periods beginning on or after 1 January 2009). Amendments to IAS 39 Financial Instruments: Recognition and Measurement – Eligible Hedged Items (annual periods beginning on or after 1 July 2009). IFRS 3 Business Combinations (applicable to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after 1 July 2009). This Standard replaces IFRS Business Combinations as issued in 2004. IFRS 8 Operating Segments (applicable for accounting years beginning on or after 1 January 2009). Amendment to IAS 23 Borrowing Costs (applicable for accounting years beginning on or after 1 January 2009). Improvements to IFRS (2008) (normally applicable for accounting years beginning on or after 1 January 2009). Amendments to IFRS 1 First Time Adoption of International Financial Reporting Standards and IAS 27 Consolidated and Separate Financial Statements (normally prospective application for annual periods beginning on or after 1 January 2009). IFRS 1 First-time Adoption of International Financial Reporting Standards (applicable for accounting years beginning on or after 1 January 2009). IFRIC 13 Customer Loyalty Programmes (applicable for accounting years beginning on or after 1 July 2008). IFRIC 15 – Agreements for the construction of real estate (applicable for accounting years beginning on or after 1 January 2009). IFRIC 16 Hedges of a net investment in a foreign operation (applicable for accounting years beginning on or after 1 October 2008). IFRIC 17 Distributions of Non-cash Assets to Owners (applicable for accounting years beginning on or after 1 July 2009). IFRIC 18 Transfers of Assets from Customers (applicable for Transfers received on or after 1 July 2009).


III. Notes to the consolidated financial III.1. KEY accounting rules III.1.1. III.1.1. segment General information principles

III.1.1.1 general principles The consolidated annual financial statements give a general overview of the Group’s activities and the results obtained. They give an accurate picture of the entity’s financial position, financial performance and cash flow, and are drawn up on a going concern basis. The annual financial statements are stated in thousands of euros, as the euro is the currency of the primary economic environment in which the Group is active. The annual financial statements of foreign participations are converted in accordance with the principles described in the section ‘Foreign currencies’. The consolidated financial statements are presented on the basis of the historical cost method, unless otherwise stipulated in the accounting principles set out below.

Foreign currencies On the basis of the Group’s relevant economic environment and its transactions, the euro has been chosen as the reporting currency. Foreign subsidiaries’ financial statements are converted as follows: Transactions in foreign currencies are converted at the exchange rate which is applicable on the date of the transaction. On each balance sheet date, cash assets and liabilities expressed in foreign currency are converted at the closing rate. Non-cash assets and liabilities which are shown at their fair value in a foreign currency are converted at the exchange rate which is applicable when their fair value was determined. Gains and losses arising from such conversions are recorded in the income statement. However, if they are deferred, they are recorded as equity. Assets and liabilities from the Group’s foreign activities are converted at the closing rate. Income and expenses are converted at the average exchange rate over the period, unless exchange rates have fluctuated significantly. The resultant exchange rate differences are recorded in equity, under the heading “Conversion differences”. If a foreign activity is disposed of, the cumulative amount of the exchange rate differences that was recognised in equity, is recorded in the income statement. Goodwill and adjustments to the fair value arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and converted at the closing rate.

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III. Notes to the consolidated financial III.1. KEY accounting rules III.1.1. segment information

III.1.1.2 consolidation principles

III.1.1.3 balance

Subsidiaries

Intangible assets

Subsidiaries are companies over which the Company exercises a decisive influence (‘control’). Control is the power to steer an entity’s financial and operational policy in order to derive benefit from its activities. The consolidation of subsidiaries starts on the date on which the Group acquires control over them and stops when it loses that control. The companies in question are accounted for by the full consolidation method. Subsidiaries’ annual financial statements are drawn up for the same financial year as those of the parent company and on the basis of uniform financial reporting principles for comparable transactions and other events in similar circumstances.

Intangible assets are valued at cost price. Intangible assets are recognised if it is likely that the Group will receive the associated future economic benefits and if the asset’s cost price can be reliably determined. After their initial recognition in the accounts, all intangible assets are valued at cost price, less any accumulated depreciation or impairments. Intangible assets are depreciated on a straight-line basis over the best estimate of their economic life. The remaining economic life and the depreciation method used are reassessed at the close of every financial year. Any change in the economic life of an intangible asset is treated as a revaluation. Internally generated intangible assets are only recognized if all the following conditions are satisfied: p an identifiable asset has been generated; p it is likely that the generated asset will yield future economic benefits; p the asset’s cost price can be reliably determined.

Combinations of companies If the Group takes over an entity or business activity, the identifiable assets, liabilities and contingent liabilities of the party which has been taken over are adopted at their fair value. Subsidiaries’ financial statements are included in the scope of consolidation from the date of acquisition until control ceases. The difference between the cost price and the acquiring party’s stake in the net fair value of the identifiable assets, liabilities and contingent liabilities is recorded as goodwill. If this difference is negative, the surplus, after reassessment of the fair values, is accounted for directly in the income statement. If the group increases its interest in an investment in which it did not yet have control, the surplus or deficit compared with the net asset, after adjustment to the fair value that was acquired, is processed as if it were a new acquisition according to the methodology explained in the section above. If the group increases its interest in an investment in which it already had control, the greater or lesser price that was paid vis-à-vis the share in the net assets that was acquired, is included directly in the company’s own equity. All intercompany transactions, intercompany balances and unrealised profits on intercompany transactions are eliminated unless they relate to a permanent writedown. Minority interests are valued on the basis of their share in the fair value of the recorded assets, liabilities and contingent liabilities.

Subsequent expenditure on capitalised intangible assets is only included in the balance sheet if it increases the likely future economic benefits associated with the asset concerned. All other expenditure is recorded in the income statement at the time it is incurred.

Licences, patents and similar rights Expenditure on purchased licences, patents, trademarks and similar rights is capitalised and depreciated on a straight-line basis over the contractual term, where applicable, or over the estimate economic life, which is deemed to be no more than five years.

Computer software Expenditure relating to the development or maintenance of computer software is normally offset against the result of the period in which it is incurred. Only external expenditure which is directly related to the purchase and implementation of purchased software is recorded as an intangible asset and depreciated on a straight-line basis over three years. Purchased ERP software and the associated implementation costs are depreciated on a straight-line basis over seven years.

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III. Notes to the consolidated financial III.1. KEY accounting rules III.1.1. III.1.3. segment balance information sheet

Research and development

Tangible fixed assets

Research expenditure with a view to the acquisition of new scientific or technological insights or knowledge is included as a cost in the income statement as it arises. Development expenditure in which research results are used in a plan or design for the production of new or substantially improved products and processes prior to commercial production or implementation is only recognised in the balance sheet if all the following conditions are satisfied: p the product or process is precisely defined and the expenditure is individually identifiable and reliably measurable; p the product’s technical feasibility has been sufficiently demonstrated; p the product or process will be commercialised or used within the company; p the assets will generated future economic benefits (e.g. a potential market exists for the product or its internal usefulness has been sufficiently proven); p the appropriate technical, financial and other resources are available to finalise the project.

Tangible fixed assets are valued at cost price less accumulated depreciation and impairments. A tangible fixed asset is recognised if it is likely that the Group will receive the associated future economic benefits and if the asset’s cost price can be reliably determined. The cost price includes all direct costs and all directly attributable costs incurred in order to bring the asset to the location and condition necessary for it to function in the intended way. Subsequent expenditure associated with a tangible fixed asset is usually recorded in the income statement as it is incurred. Such expenditure is only capitalised if it can be clearly shown to result in an increase in the expected future economic benefits from the use of the tangible fixed asset compared with the original estimate. Repair and maintenance costs which do not increase the likely future economic benefits are recorded as costs as they are incurred. The different categories of tangible fixed assets are depreciated by the straight-line method over their estimated economic life. Depreciation commences once the assets are ready for their intended use.

If the above criteria are not satisfied, the development costs are taken to the income statement as they arise. Capitalised development costs are depreciated on a straight-line basis over the expected duration of the generated benefits from the start of commercial production or the implementation of the product or process.

The estimated economic life of the main tangible fixed assets lies within the following ranges: Buildings: 20 years Machines: 5 to 15 years Equipment: 10 years Furniture: 5 years Hardware: 5 years Vehicles: 5 years

Goodwill Goodwill represents the additional premium paid on the acquisition of an interest over the fair value of the Group’s interest in the acquired assets and liabilities at the time of acquisition. Goodwill is recorded as an asset and subjected to a impairment test at least once a year. Any impairment loss is immediately recorded in the profit and loss account and is not subsequently written back. Negative goodwill represents the amount by which the fair value of the Group’s interest in the acquired assets and liabilities at the time of acquisition exceeds the price paid. On the disposal of a subsidiary, associated undertaking or entity over which joint control is exercised, the related goodwill is included in the calculation of the gain or loss on disposal.

If an asset’s book value is lower than the estimated realisable value, it is immediately written down to the realisable value. The gain or loss on the sale or disposal of an asset is determined as the difference between the net income on disposal and the asset’s book value. This difference is recorded in the income statement. The borrowing costs that are directly attributable to the acquisition or construction of the capital assets are capitalized. Other borrowing costs are recognized as an expense in the year in which they are incurred. No borrowing costs were capitalized during 2008.

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III. Notes to the consolidated financial III.1. KEY accounting rules III.1.1. segment information

Lease agreements

Financial investments

Financial leasing

Investments are recorded in/ removed from the accounts on the transaction date, i.e. the date on which an entity undertakes to buy or sell the asset in question. Financial investments are valued at the fair value of the price paid, plus the transaction costs. Investments held for trading or available for sale are recorded at their fair value. If investments are maintained for trading purposes, the gains and losses arising from changes in the fair value are taken to the profit and loss account for the period in question. In the case of investments which are available for sale, gains and losses arising from changes in the fair value are immediately recognised in equity until the financial asset is sold or subject to impairment. In this case, the cumulative gain or loss which had previously been recognised in equity is included in the income statement for the period. Participations which are classified as available for sale, which are not listed on an active market and whose fair value cannot reliably be determined using alternative valuation rules are valued at cost price. Financial investments which are held until they mature are valued at their amortised cost price, using the effective interest method. This does not apply to short-term deposits, as these are valued at their cost price.

Lease agreements which assign to the Group all the main risks and benefits associated with ownership are regarded as financial leasing. The assets acquired under financial leasing arrangements are stated in the balance sheet at their fair value at the start of the lease agreement, or, if this is lower, at the present value of the minimum lease payments, less accumulated depreciation and impairments. The discount rate used in the calculation of the present value of the minimum lease payments is the interest rate implicit in the lease agreement, where this can be determined, or otherwise the company’s marginal borrowing rate. Initial direct costs are included in the capitalised amount. Lease payments are broken down into interest charges and repayments of the principal. The interest charges are spread over the duration of the lease agreement such that a constant periodic interest rate is obtained on the outstanding balance for each period. A financial lease agreement results in the recording of both a depreciation amount and an interest charge in each period. The depreciation rules for assets acquired under financial leasing arrangements are consistent with those for assets over which full ownership is acquired.

Operational leasing

Investment grants

Lease agreements in which all the main risks and benefits associated with ownership reside with the lessor are regarded as operational leasing. In operational leasing, the lease payments are recorded as costs and spread on a straight-line basis over the lease period. The total value of discounts or benefits granted by the lessor is offset against the leasing costs and spread on a straight-line basis over the lease period.

Investment grants relating to the purchase of tangible fixed assets are offset against the purchase price or manufacturing cost of the assets in question. The expected amount is recorded in the balance sheet at the time of initial approval, and, if necessary, corrected subsequently at the time of definitive allocation of the grant. The grant is recorded in the income statement in proportion with the depreciation of the tangible fixed assets for which it was obtained.

Property investments A property investment, i.e. one which is maintained in order to generate rental income, an appreciation of value or both, is shown at fair value on the balance sheet date. Gains or losses arising from a change in the fair value of a property investment are recorded in the income statement for the period in which they arise.

Inventories Inventories are valued at the lower of cost price or realizable value. The cost price includes all direct and indirect costs incurred to bring the goods to the stage of completion they have reached on the balance sheet date. The cost price is calculated using the weighted average cost price method. The realisable value is the

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III. Notes to the consolidated financial III.1. KEY accounting rules III.1.1. segment information

sheet liability method. Deferred tax liabilities are usually recognised for all taxable temporary differences and deferred tax receivables are recognised to the extent that it is likely that a taxable profit will be available against which the recoverable temporary difference can be offset. Such assets and liabilities are not recorded if the temporary differences arise from goodwill or from the initial recognition (other than in connection with a business combination) of other assets and liabilities in a transaction which has no effect on the taxable profit or the profit before tax.

estimated sale price minus the estimated finishing costs and costs associated with marketing, sale and distribution.

Receivables Short-term receivables are stated at nominal value, less suitable provisions for any debts regarded as doubtful. Long-term receivables are valued at amortised cost price.

Cash and cash equivalents Cash and short-term investments which are maintained until the end of the period are stated at their cost price. Cash equivalents are short-term, extremely liquid investments which can be converted immediately into cash of a known amount, and which do not carry any material risk of change of value.

Deferred tax liabilities are recognised for taxable temporary differences which relate to investments in subsidiaries, associated undertakings and enterprises accounted for by the equity method unless the Group can determine the time when the temporary difference will be resolved or if it is likely that the temporary difference will not be resolved in the near future. The book value of deferred tax receivable is assessed at every balance sheet date and reduced if it is no longer likely that sufficient taxable profit will be available to make it possible to use all or some of the benefit of the deferred tax receivable. Deferred taxes are valued on the basis of the tax rates which are expected to apply in the period in which the tax recovery is realised or the liability is settled. Deferred taxes are recorded as income or expenses in the income statement for the period, unless the taxation arises from a transaction or event that has been directly included in equity. In this case, the deferred tax is also accounted for in equity.

Financial liabilities and equity instruments Financial liabilities and equity instruments are classified on the basis of the economic reality of the contractual agreement. An equity instrument is a contract which includes the residual right to a share in the Group’s assets, after the deduction of all liabilities. Equity instruments issued by the Company are recorded to the amount of the received consideration, less the direct costs of issue.

Income tax Tax expenses consist of tax due for the reporting period and deferred taxes. The tax due for the reporting period is based on the taxable profit for the period. Taxable profit differs from the net profit in the income statement, because it excludes certain items of income or expenditure which are taxable or deductible in subsequent years, or which will never be taxable or deductible. The current tax liability is calculated on the basis of the tax rates for which the legislative process has been (substantially) completed by the balance sheet date. Deferred taxes are taxes which are expected to be paid or recovered on the basis of differences between the book value of assets or liabilities in the annual accounts and their taxable value used for the calculation of the taxable profit. They are accounted for using the balance

Pensions and related liabilities In accordance with laws and practices of each country, associated entities have either defined benefit schemes or defined contribution schemes.

Defined contribution schemes Contributions to defined contribution schemes are recorded as an expense as they fall due.

Defined benefit schemes In defined benefit schemes, the amount on the balance sheet (the ‘net liability’) corresponds to the present value of the gross liability, adjusted for unrecorded

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III. Notes to the consolidated financial III.1. KEY accounting rules III.1.1. segment information

actuarial gains and losses, after deduction of the fair value of the scheme investments and unrecorded past service costs. The ‘present value of the gross liability of a defined benefit scheme’ is the present value, before deduction of the scheme investments, of expected future payments required to settle the liability which results from the employee’s service record in the current and previous periods.

nel remuneration. Past service costs are taken gradually to the income statement and spread on a straight-line basis over the average term until the benefit rights have been acquired. If benefit rights can be regarded as acquired as a result of a new scheme or changes to an existing scheme, prior service costs are immediately recorded in the income statement. If the liability to be recorded on the balance sheet is negative, the asset entry that is included may not exceed the total unrecorded cumulative actuarial net losses and prior service costs and the present value of future repayments from the scheme or reductions in future contributions to the scheme (the ‘asset ceiling’ principle). In this case, however, the actuarial gains and losses are immediately taken to the income statement if deferring them would result in the recording of a gain purely as a consequence of an actuarial loss in the current financial year, or of a loss purely and simply as a consequence of an actuarial gain in the current financial year. Past service costs are in this case likewise immediately included if spreading them out on a straight-line basis would result in the recording of a gain purely as a consequence of an increase in past service costs during the current financial year.

The discounted value of the liability arising from defined pension rights and the assigned pension costs associated with the year of service and prior service pension costs are calculated by accredited actuaries using the projected unit credit method. The discount rate corresponds to the rate of return on the balance sheet date on corporate bonds with a high degree of creditworthiness and a remaining term comparable with the term of the Group’s liabilities. The discount rate is adjusted annually to reflect the market return from high-value corporate bonds whose term is consistent with the estimated term of the gross liabilities arising from payments after retirement. ‘Actuarial gains and losses’ include adjustments on the basis of experience (the consequences of differences between previous actuarial assumptions and what has actually happened) and the consequences of changes to actuarial assumptions. In principle, actuarial gains and losses are not recognised at the moment they arise, but, to the extent that the cumulative amount falls outside a certain ‘corridor’, they are spread on a straight-line basis over the expected average remaining working life of the employees who are members of the scheme. This corridor is determined individually for each defined benefit scheme and has lower and upper limits of 110% and 90% respectively of the higher of the present value of the gross liabilities and the fair value of the scheme investments.

Other long-term personnel remuneration Other long-term personnel remuneration such as longservice bonuses is accounted for using the ‘projected unit credit’ method. However, the accounting treatment differs from that of defined benefit schemes, in that actuarial gains and losses and past service costs are recorded immediately.

Provisions Provisions are established in the balance sheet if the Group has a legally enforceable or de facto liability on the balance sheet date as a result of an event in the past, for which it is likely that an outlay will be required of resources which contain economic benefits, and if this outlay can be reliably estimated. The amount recorded as a provision is the best estimate on the balance sheet date of the outlay required to satisfy the existing liability, if necessary discounted if the time value of money is relevant.

‘Past service costs’ refer to the increase in the present value of the gross liability for services provided by employees in previous periods and which result in the current period from the introduction of or changes to payments after retirement or other long-term person-

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III. Notes to the consolidated financial III.1. KEY accounting rules III.1.1. segment information

Provisions for reorganisation costs are recorded if the Group has a detailed formal plan for the reorganization that has already been communicated to the parties concerned before the balance sheet date.

Interest-bearing financing Interest-bearing financing is recorded at the value of the income received less transaction costs incurred. It is then valued at amortised cost price using the effective interest rate method. Any difference between the income (after deduction of transaction costs) and the redemption value (including premiums payable on redemption) is recorded in the income statement over the period of the financing.

Trading accounts payable and other payables Non-interest-bearing trade liabilities are valued at their cost price, which represents the fair value of the amount payable.

Derivative financial instruments The Group uses various derivatives to hedge against currency risks arising from its operating activities, financing and investment activities. The net risk of all Group subsidiaries is managed centrally in line with the objectives and rules established by the Group management. It is the Group’s policy to avoid engaging in speculative transactions or transactions with a leverage effect and not to engage in trading in financial instruments under any circumstances.

Derivative financial instruments are treated as follows: Cash flow hedging Changes in the fair value of derivative financial instruments which are ascertained to provide effective hedging for future cash flows are recorded directly in equity, while the non-effective element of the gain or loss on the hedging instrument is recorded in the profit and loss account. If the cash flow hedging of a fixed commitment or a highly likely future transaction results in the recognition of an asset or liability, then the associated profits and losses on the derivative instru-

ment which were formerly recorded in equity are now included in the initial valuation of the asset or liability at the time of recognition. For hedges which do not result in the recognition of non financial asset or liability, amounts which were deferred in equity are recorded in the profit and loss account for the period during which the hedged item affects the gain or loss.

Fair value hedging A derivative instrument is recorded as a fair value hedge if the instrument hedges against the risk that the fair value of the recorded assets and liabilities may change. Derivatives accounted for as fair value hedges and hedged assets and liabilities are recorded at their fair value. The corresponding changes in the fair value are recorded in the income statement. Changes in the fair value of derivative financial instruments which do not qualify as hedging transactions are recorded in the income statement when they arise. Hedge accounting is discontinued when the hedging instrument expires, is sold, terminated or exercised or when the hedging no longer satisfies the criteria for hedge accounting. In this case the cumulative gain or loss on the hedging instrument which is accounted for directly in equity continues to be recorded separately in equity until the expected future transaction takes place. If an expected future transaction is not expected to take place any more, the cumulative gain or loss shown in the equity is transferred to the income statement for the period.

Revenue Revenue is recorded if it is likely that the company will receive the economic benefits associated with the transaction and the amount of the revenue can be measured reliably. Turnover is recorded after the deduction of turnover tax and discounts. Revenue from the sale of goods is recorded when the delivery and the complete transfer of risks and benefits have taken place. Interest revenue is recorded on a time basis that reflects the actual return on the asset. Royalties are included on an accrual basis in accordance with the conditions of the agreement. Dividends are recorded when the shareholder’s right to receive them has arisen.

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III. Notes to the consolidated financial III.1. KEY accounting rules III.1.1. segment information

III.1.1.4 other Impairment of tangible and intangible assets

been recorded if no impairment loss had been recorded for the asset (or cash flow generating unit) in previous years. However, impairment losses on goodwill are never written back.

As goodwill, which is subjected to an impairment test every year, intangible assets and tangible fixed assets also are subject to an evaluation when there is an indication that their book value may be lower than their recoverable amount. If an asset does not generate a cash inflow which is independent of other assets, the Group estimates the realisable value of the cash flow generating unit to which the asset belongs.

Annual test for impairment In order to provide the stakeholders with in-depth knowledge as to the financial strength of the Group, we assessed the recoverable amount of assets. Actual cash flows may differ from the estimated cash flows in case key assumptions vary from the estimates.

The recoverable amount is the highest value of the fair value minus sales costs and the value to the business.

The recoverable amount of our global business has been determined based upon a value-in-use calculation. Calculations of the value in use cover a five-year period. Cash flow estimates are based on strategic plans in line with the current operational structure, which are approved by management, as well as on assumptions used in the strategic plans on the long-term development of the business environment. Estimates on future growth rates, market positions and profitability levels are the most important key assumptions. Price development of a single cost item has no material impact whereas the estimated development of total costs affects the profitability level, which is one of the key assumptions. Capital expenditure is estimated to be comprised of normal replacements.

The method of the going concern value uses cash flow forecasts based on the financial budget that is approved by the management. Cash flows after this period are extrapolated by making use of the most justified percentage growth over the long term for the sector in which the cash flow-generating unit is active. The management bases its assumptions (prices, volumes, return) on past performances and on its expectations with regard to the development of the market. The weighted average growth percentages are in conformity with the forecasts included in the sector reports. The post tax discount rate used is the estimated weighted average equity cost of the group before taxes, and takes account of the current market evaluations of the time value of money and the risks for which the future cash flows are adapted.

The terminal growth rate used in the calculations is based on the management’s assessment on long term growth. The terminal growth rate used varies from 0% to 3%.

If the recoverable amount of an asset (or cash flow generating unit) is estimated to be lower than its book value, the asset’s (or cash flow generating unit’s) book value is reduced to its recoverable amount. An impairment loss is immediately recorded in the income statement.

The discount rate applied to the cash flow is based on the Group’s weighted average cost of capital, in view of the business risks and varies between 9.1% and 9.5%.

If an impairment loss is subsequently written back, the asset’s (or cash flow generating unit’s) book value is increased to the revised estimate of its recoverable amount, but only to the extent that the increased book value is no higher than the book value that would have

Estimates on long-term growth, development of profitability level and discount rate were key assumptions used in impairment testing of cash generating units with significant carrying amounts of assets.

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III. Notes to the consolidated financial III.1. KEY accounting rules III.1.1. III.1.4. segment Miscellaneous information

The most important assessment criteria in the application of the Valuation rules

The amount by which the unit’s recoverable amount exceeds its carrying amount has been assessed as follows: p 0-20% exceeds moderately p 20-50% exceeds clearly p Over 50% exceeds significantly

Carrying amount in relations

to recoverable amount of cash

generating units with significant

carrying amounts of assets 2008

Coating division

exceeds significantly

Apparel division

exceeds significantly

Chemicals division

exceeds clearly

Roland subdivision

exceeds moderately

Calandering subdivision exceeds clearly

Sensitivities The Group’s impairment review is sensitive to a change in key assumptions used, most notably the discount rates and the perpetuity rates. Based on the Group’s sensitivity analysis, a reasonable possible change in a single factor will not cause impairment in any of the Group’s CGU’s. However, a significant adverse change in our key assumptions could result in an impairment in our Roland subdivision as the discounted cash flow exceeds the carrying value only by between 10% and 20%.

Post-balance sheet events Post-balance sheet events which provide additional information about the company’s situation on the balance sheet date (‘adjusting events’) are included in the annual accounts. Other post-balance sheet events are only mentioned in the notes if they may have a significant impact.

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In the application of the valuation rules, in certain cases an accounting assessment must be made. This assessment is done by making the most accurate assessment possible of uncertain future evolutions. The management determines its assessment on the basis of different realistically assessed parameters, such as future market expectations, sector growth rates, industry studies, economic realities, budgets and multi-year plans, expected profitability studies, etc. The most important elements within the group that are subject to this are: impairments, provisions and deferred tax items.


III. Notes to the consolidated financial III.2. III.1. segment KEY accounting information rules III.1.1. segment information

PRIMARY SEGMENT INFORMATION For management purposes, the Group is organised into four major operating divisions – Coating, Apparel, Chemicals and Industrial Applications. These divisions are the basis on which the Group reports its primary segment information. The principal products and services of each of these divisions are described earlier in this annual report. For more details on these divisions reference is made to the first part of this annual report. Inter-segment sales are undertaken at prevailing market conditions. The segment liabilities, including the centrally contracted financial debt, have been allocated according to the capital employed by the segment and allocated part of equity. The assets and liabilities of the head office (group) have been allocated to the segments as far as possible. 2008 Coating Apparel

Industrial Chemicals applications

Head office

Elimina- tions

Consolidated

Net sales

178 580

77 019

74 672

55 174

13

-36 093

349 366

External sales

153 242

77 013

72 193

46 903

13

349 366

Intersegment sales

25 338

6

2 479

Segment result from operational activities

11 055

7 922

-154

8 271

-36 093

-2 231

16 593

Unallocated result from operational activities

-532

Result from operational activities Financial result

-5 548

-1 346

-2 530

-1 974

1 686

171

Profit or loss before taxes Taxes

16 060 -9 541 6 519

-3 114

Profit or loss after taxes

3 406

Segment assets Unallocated assets

214 985

65 779

43 638

50 542

-12 548

362 396

9 346

Total consolidated assets

371 742

Segment liabilities

362 396

Unallocated liabilities

214 985

65 779

43 638

50 542

-12 548

9 346

Total consolidated liabilities

371 742

Other information Coating Apparel Depreciations

Industrial Chemicals applications

Elimina- tions

Consolidated

1 351

20 601 38

11 411

1 164

2 253

Write off inventories

214

-321

-104

249

Write off receivables

18

22

-177

200

63

-214

15

-20

-741

-960

EBITDA

24 318

8 640

2 004

Non recurring result

-4 475

-39

-468

Additions to/(reversals) of provisions

Impairment Investments in intangible fixed assets Investments in tangible fixed assets

20

51

20 677

783

4 421

Head office

2 055

-171

37 669

-311

824

-5 292

83 556

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525

2 073

2 227

1 013

23 555


III. Notes to the consolidated financial III.1. KEY accounting rules III.1.1. segment information

2007 Coating Apparel Industrial Chemicals applications

Head office

Elimina- tions

Consolidated

Net sales

201 230

69 929

89 661

63 878

26

-44 373

380 350

External sales

170 241

69 924

85 995

54 165

26

380 350

Intersegment sales

30 989

5

3 666

9 713

-44 373

0

Segment result from operational activities

26 642

7 814

2 323

2 800

39 578

Unallocated result from operational activities

2 014

Result from operational activities

38 792

-287

-8 372

Profit or loss before taxes

Financial result

30 419

Taxes

-11 234

Profit or loss after taxes

19 186

Segment assets

-5 463

217 456

-1 299

-1 090

57 965

54 547

-2 062

1 829

59 847

-14 349

375 466

Unallocated assets

2 646

Total consolidated assets

378 112

Segment liabilities

375 466

217 456

57 965

54 547

59 847

-14 349

Unallocated liabilities

2 646

Total consolidated liabilities

378 112

Other information Coating Apparel Industrial Chemicals applications Depreciations

Consolidated

936

20 330 1 604

1 211

Write off inventories

187

1 574

33

-190

Write off receivables

431

-7

157

80

661

-259

-34

78

-215

EBITDA

38 521

10 591

4 584

Impairments Investments in intangible fixed assets Investments in tangible fixed assets

4 556

Elimina- tions

11 521

Additions to/(reversals) of provisions

2 105

Head office

287

61 171

-1 500

7 325

-138

-1 500

31

140

38

1 992

1 324

3 525

14 040

1 279

2 873

1 413

1 565

21 169

- 39 -


SECONDARY SEGMENT INFORMATION 2008

Gross sales

Assets

Capital Expenditure

France

70 178

19.9%

46 659

12.6%

1 085

4.0%

Germany

60 740

17.3%

121

0.0%

0

0.0%

Eastern Europe

48 128

13.7%

9 925

2.7%

253

0.9%

Belgium

40 726

11.6%

274 633

73.9%

23 735

92.5%

Netherlands

29 901

8.5%

7 338

2.0%

95

0.3%

Great Britain

22 070

6.3%

2.207

0.6%

53

0.2%

Italy

12 448

3.5%

0

0.0%

0

0.0%

Scandinavia

8 943

2.5%

0

0.0%

0

0.0%

Switzerland

8 725

2.5%

0

0.0%

0

0.0%

Spain

8 684

2.5%

0

0.0%

0

0.0%

USA

6 180

1.8%

3 347

0.9%

7

0.0%

Austria

5 122

1.5%

0

0.0%

0

0.0%

Ireland

3 750

1.1%

2 357

0.6%

19

0.1%

26 404

7.5%

24 943

6.7%

533

2.0%

352 000

100.0%

371 530

100.0%

25 782

100.0%

Other Subtotal Discounts

2 635

Net Sales

349 366

2007

Gross sales

Assets

Capital Expenditure

Germany

74 672

19.5%

240

0.1%

0

France

71 304

18.6%

50 669

13.3%

1 830

7.4%

Belgium

43 287

11.3%

270 294

71.0%

20 043

81.2%

Eastern Europe

28 683

7.5%

14 352

3.8%

1 539

6.2%

Netherlands

32 585

8.5%

11 569

3.0%

39

0.2%

Great Britain

27 212

7.1%

5 615

1.5%

20

0.1%

Italy

15 862

4.1%

0

0.0%

0

0.0%

9 798

2.6%

0

0.0%

0

0.0%

Spain

11 652

3.0%

0

0.0%

0

0.0%

USA

6 365

1.7%

3 212

0.8%

36

0.1%

Ireland

4 147

1.1%

3 498

0.9%

30

0.1%

Switzerland

7 239

1.9%

0

0.0%

0

0.0% 0.0%

Scandinavia

Austria Other Subtotal

0.0%

4 158

1.1%

0

0.0%

0

46 171

12.1%

21 221

5.6%

1 140

4.6%

383 137

100.0%

380 669

100.0%

24 676

100.0%

Discounts

2 786

Net Sales

380 350

- 40 -


III.3. exchange rates

Code

RATE

2008

2007

EUR

average

1.00000

1.0000

closing

1.00000

1.0000

USD

average

1.47491

1.3794

closing

1.39170

1.4721

GBP

average

0.80287

0.6873

closing

0.95250

0.7334

RMB

average

10.21847

10.4536

closing

9.49559

10.7525

PLN

average

3.52514

3.7749

closing

4.15350

3.5935

TDN

average

1.80650

1.7557

closing

1.83512

1.7919

UAH

average

7.90745

6.9457

closing

11.21604

7.4354

- 41 -


III. Notes to the consolidated financial III.4. III.1. DETAILEd KEY accounting INCOMErules STATEMENT III.4.1. III.1.1. by segment function information

2008

2007

354 972

384 507

NET SALES Sales of goods Subcontracting

722

1 881

-6 329

-6 038

349 366

380 350

182 088

187 965

1 452

1 207

Stock variation

-9 169

-7 905

Subcontracting

3 214

3 945

Personnel expenses

46 041

46 165

Depreciation

16 038

15 252

Services and other goods

40 385

40 957

Commissions and discounts Net sales COST OF SALES Purchases Transport cost goods purchased

Amounts written off inventory and receivables Cost of goods sold

71

1 604

280 120

289 191

SALES AND MARKETING Personnel expenses

11 122

Depreciation Other services and other goods Amounts written off inventory and receivables Sales and marketing

11 219

85

90

7 785

8 490

30

661

19 023

20 460

4 107

3 909

RESEARCH AND DEVELOPMENT Personnel expenses Depreciation

547

544

Other services and goods

1 448

2 900

Research and development expenses

6 101

7 352

10 532

11 349

3 932

4 444

GENERAL AND ADMINISTRATIVE EXPENSES Personnel expenses Depreciation Other services and goods

10 953

9 945

General overhead expenses

25 416

25 738

Gain/loss on realization fixed assets

322

129

Provision liabilities & charges

960

215

0

-234

225

2 025

-956

-1 485

1 238

1 408

OTHER OPERATING INCOME AND EXPENSES

Exceptional loss Received indemnities Local taxes Other Received Rent Other operating income and expenses

- 42 -

858

623

2 646

2 682


III. Notes to the consolidated financial III.1. KEY accounting rules III.1.1. III.4.2. segment RESULTSinformation

2008

2007

NON RECURRING RESULT Impairments

0

-1 500

Restructuring expenses

-2 294

0

Start-up costs new production line

-2 998

0

Non recurring result

-5 292

-1 500

Operating result

16 060

38 792

FINANCIAL RESULT Interests received Interests paid Currency expenses other Currency income Trade Receivables Currency expenses Trade Receivables Currency income Trade Payables

104

162

-7 593

-7 378

-190

-35

1 427

499

-1 752

-1 275

741

366

Currency expenses Trade Payables

-1 268

-340

Realized currency result

-1 042

-785

-149

-521

179

354

Revaluation expenses Trade Receivables Revaluation income Trade Receivables Revaluation expenses Trade Payables

-371

-152

Revaluation income Trade Payables

335

130

Fair Value hedging instruments

-15

-41

Revaluation other

-1 215

-207

Unrealized currency result

-1 237

-436

Other

227

65

-9 541

-8 372

Current tax

3 965

-9 319

Deferred tax

-851

-1 915

3 114

-11 234

3 406

19 186

Financial result TAXES

Taxes PROFIT OR LOSS AFTER TAXES Profit or loss after taxes

- 43 -


III. Notes to the consolidated financial III.1. KEY accounting rules III.4.2. III.1.1. taxes segment information

Reconciliation between taxes and result before taxes.

2008

Profit before taxes

6 519

30 419

Tax on profit of fiscal entities against theoretical local tax rate

2 582

39.63%

10 471

39.63%

34.42%

Theoretical tax rate (1)

2007

34.42%

Tax impact of: Change in tax rate non-deductible expenses specific tax regimes deferred tax assets not recognised

0

0.00%

0

318

4.87%

200

0.00% 0.66%

-755

-11.59%

-864

-2.84% 3.74%

722

11.08%

1 137

new valuation allowance on previously recognised deferred tax assets (2) 3 152

48.36%

1 819

5.98%

Usage of non-recognised deferred tax assets

-66

-1.01%

-1 344

-4.42%

Regularisation of current tax on previous years

480

7.37%

584

1.92%

-1 257

-19.29%

-797

-2.62%

0

0.00%

-167

-0.55%

-2 094

-32.13%

199

0.65%

-500

-7.67%

-3

-0.01%

3 114

47.79%

11 233

36.93%

carry back (3) notional interest deduction Deferred taxes on undistributed reserves Tax on undistributed profits (DBI) Other (4) Tax on profit as shown in the P&L (1) is the weighted average tax rate (2) valuation allowance on Roland Group. We refer to the deferred tax disclosure (III.5.15) (3) reserves will not be distributed to the parent company unless this could be done at a zero tax rate (III.5.15) (4) tax claim Indonesia won in 2008

- 44 -


III. Notes to the consolidated financial III.1. KEY accounting rules III.4.3. III.1.1. III.4.4. dividenDs segment dividends information and earnings per share

Dividends The dividend for the period ending 31 December 2007 amounted to EUR 0.45 per share. The proposed dividend for the period ending 31 December 2008 is EUR 0.08 per share. The proposed dividend awaits shareholders’ approval at the annual general meeting and is not shown as a liability in these financial statements.

Earnings per share The calculation of the basic earnings and diluted earnings per share is based on the following data (amounts in EUR):

2008

2007

Net earnings for the period

3 405 529

19 185 716

Net earnings from continuing activities

3 405 529

19 185 716

Weighted average number of outstanding shares

21 391 070

21 391 070

Ordinary shares

21 391 070

21 391 070

Weighted average number of shares for ordinary profit per share

21 391 070

21 391 070

Basic earnings per share

0.16

0.90

Basic earnings per share from continuing activities

0.16

0.90

2008

2007

Net earnings from continuing activities

3 405 529

19 185 716

Earnings attributable to ordinary shareholders

3 405 529

19 185 716

Weighted average number of outstanding ordinary shares

21 391 070

21 391 070

Weighted average number of shares for diluted earnings per share

21 391 070

21 391 070

Diluted earnings per share

0.16

0.90

Diluted earnings per share from continuing activities

0.16

0.90

Diluted earnings per share Diluted elements

- 45 -


III. Notes to the consolidated financial III.5. III.1. detailed KEY accounting balance rules sheet III.5.1. III.1.1. intangible segment information fixed assets 2008 Exchange

Opening

balance Purchases

Concessions, patents, licences etc.: acquisition

10 084

Software: acquisition

14 026

Acquired

rate via business Closing

Disp. Transf. differences combination Depreciation Other balance

70

190

-45

10 299

344

15

16 538

Customer portfolio: acquisition

10 139

10 139

TOTAL acquisition

34 249

36 976

2 157

2 227

-4

-4

534

Concessions patents licences etc.: depreciation

3 782

Software: depreciation

8 380

-30 -46

-1

8

Customer portfolio: 3 253 depreciation TOTAL depreciation

15 415

-1

TOTAL IFA

18 834

-3

2 227

534

Opening

balance Purchases

910

4 753 9 297

1 835

-70

-38

3 762

-70

19 068

8

-3 762

70

17 908

rate via business

Closing

2007 Exchange

1 018

5 018

Disp. Transf. differences combination Depreciation Other balance Note

10 082

18

-15

10 084

Software: acquisition

11 345

1 519

-22 1 184

14 026

TOTAL acquisition

8 150 29 576

II.1.

Acquired

Concessions, patents, licences etc.: acquisition Customer portfolio: acquisition

Note

1 537

-36

1 989

10 139

1 989 1 184

34 249

Concessions patents licences etc.: depreciation

1 758

-15

Software: depreciation

7 859

-62

3 782

-12

533

8 380

Customer portfolio: 2 243 depreciation

1 217 -208

3 253

TOTAL depreciation

11 860

TOTAL IFA

17 716

-27

1 537

-9

1 989

2 101

3 851 -270

15 415

-3 851 1 453

18 834

II.1.

Clariant France (asset deal), were purchased by the division Chemicals in 2007. Customer portfolios of Fillink and Clariant, purchased in 2007, were valued at respectively EUR 1.5 million and EUR 0.5 million and are being depreciated over 5 years.

Total purchases of intangible fixed assets amount to EUR 2.2 million in 2008 compared with EUR 3.5 million in 2007. Purchases in 2008 mainly relate to the development and implementation of new ERP software in the Chemicals division and the subdivision Heavy Confection, part of the Industrial Applications division. Purchases in 2007 mainly relate to the ERP software implementation project. As from 2007, the ERP software and associated implementation costs were partly implemented (Roland subdivion, part of the Industrial Applications division) and are being depreciated over seven years on a straight-line basis. On the other hand, two customer portfolios, related to Fillink Technologies NV (share deal) and

Depreciation of intangible fixed assets amounts to EUR 3.8 million. Depreciation of customer portfolios is shown in cost of sales in the income statement by function. No development expenses have been capitalized. An impairment analysis has been done at the end of 2008. No impairments have been recorded. We refer to III.1.Key Accounting Rules, paragraph ‘annual test for impairment’.

- 46 -


III. Notes to the consolidated financial III.1. KEY accounting rules

Goodwill

17 585

Note

Closing balance

Acquired via business combination

Exchange rate differences

Increase

Decrease

2008

Opening balance

III.5.2. III.1.1. III.5.2. goodwill segment goodwill information

17

17 603

II.1.

7

17 585

II.1.

2007 Goodwill

17 935

-508

152

Allocation to segments Coating

10 950

Apparel

2 385

Industrial application Chemicals

15 4 253

The carrying amount of goodwill acquired in a business combination must be allocated on a reasonable and consistent basis to each cash flow-generating unit or the smallest group of cash flow-generating units, in conformity with IAS 36.

In 2008 there were no significant goodwill movements. In January 2007 Fillink Technologies SA was purchased by the chemicals division. The purchased assets were included in the consolidated annual accounts using the purchase accounting method. The goodwill of EUR 0.2 million is not depreciated, in line with IFRS 3.

An impairment analysis has been done at the end of 2008. We refer to III.1. Key Accounting Rules, paragraph ‘annual test for impairment’.

In October 2006 Richard Colorants SA, Copidis SAS and Astra SA were purchased, resulting in a goodwill of EUR 1.4 million. In 2007 goodwill decreased by EUR 0.5 million, related to the Richard group. A deferred tax asset was recognised in 2007 (tax loss carryforward of Astra SA) from the merger with Richard SA in 2007. This has been subtracted from the initial goodwill.

- 47 -


III. Notes to the consolidated financial III.1. KEY accounting rules III.5.3. III.1.1. subsidiaries segment information

% holding

2008 99,00%

2007

Sioen n.v.

Belgium

Ardooie

99,47%

apparel

Veranneman Technical Textiles n.v.

Belgium

Ardooie

98,72%

98,72%

coating

European Master Batch n.v.

Belgium

Bornem

100,00%

100,00%

chemicals

Coatex n.v.

Belgium

Poperinge

100,00%

100,00%

industrial applications

Sioen France s.a.s.

France

Narbonne

99,83%

99,83%

apparel

Confection Tunisienne de Sécurité s.a. Tunesia

Tunis

89,25%

89,25%

apparel

Donegal Protective Clothing Ltd.

Ireland

Derrybeg

100,00%

100,00%

apparel

Sioen Coating Distribution n.v.

Belgium

Ardooie

100,00%

100,00%

coating

Siofab s.a.

Portugal

Santo Tirso

100,00%

100,00%

coating

P.T. Sungintex

Indonesia

Jakarta

100,00%

100,00%

apparel

Saint Frères s.a.s.

France

Flixecourt

99,97%

99,97%

coating

Sioen Fabrics s.a.

Belgium

Moeskroen

100,00%

100,00%

coating

Saint Frères Confection s.a.s.

France

Flixecourt

100,00%

100,00%

industrial applications

P.T. Sioen Indonesia

Indonesia

Jakarta

100,00%

100,00%

apparel

Sioen Tunisie s.a.

Tunesia

Tunis

99,83%

99,83%

apparel

Sioen Fibres s.a.

Belgium

Moeskroen

100,00%

100,00%

coating

TIS n.v.

Belgium

Haaltert-Kerksken 100,00%

100,00%

coating

Mullion Manufacturing Ltd.

United Kingdom Scunthorpe

100,00%

100,00%

apparel

Sioen Shanghai

China

Shanghai

100,00%

100,00%

coating

Sioen Zaghouan s.a.

Tunesia

Zaghouan

99,50%

99,50%

apparel

Sioen Nordifa s.a.

Belgium

Luik

100,00%

100,00%

industrial applications

Inducolor s.a.

Belgium

Meslin-L’Evêque 100,00%

100,00%

chemicals

Sioen Coating n.v.

Belgium

Ardooie

99,47%

99,47%

coating

Pennel Automotive s.a.s.

France

Roubaix

100,00%

100,00%

coating

Roland International b.v.

The Netherlands Tegelen

100,00%

100,00%

industrial applications

Roland Planen GmbH

Germany

Werlte

100,00%

100,00%

industrial applications

Roltrans Group America Inc.

USA

Arlington

100,00%

100,00%

industrial applications

Roland International Polska Spzoo

Poland

Konin

100,00%

100,00%

industrial applications

Roland International Ltd.

United Kingdom Shipley

100,00%

100,00%

industrial applications

Monal s.a.

Luxemburg

100,00%

100,00%

industrial applications

Roltrans Group b.v.

The Netherlands Tegelen

100,00%

100,00%

industrial applications

Roland-Ukraine Llc

Ukraine

Rivne

100,00%

100,00%

industrial applications

Richard s.a.s.

France

Lomme

100,00%

100,00%

chemicals

Fillink Technologies n.v.

Belgium

Brussel

100,00%

100,00%

chemicals

Sioen Industries n.v.

Belgium

Ardooie

100,00%

100,00%

group

Luxemburg

Changes with respect to 2007: In the context of Sioen Fibres s.a.’s transfer of its “Distribution” business to Sioen n.v. at 1 July 2008, the company capital of Sioen n.v. was increased by EUR 687,083, with the issue of 83,754 new shares. USA Inc. was wound up in April 2008. In 2008 Roltrans Group Polska Sp.z.o.o. changed its name to Roland International Polska Sp.z.o.o. In 2008 Roland Tilts UK Ltd. changed its name to Roland International Ltd.

- 48 -


III. Notes to the consolidated financial III.1. KEY accounting rules III.5.4. III.1.1. III.5.4. tangible segment tangible information fixed fixed assets assets

Tangible fixed assets During 2008, the total acquisition of tangible fixed assets amounted to EUR 23.6 million (including investment grants). In 2008 capital grants received amount to EUR 0.8 million for the investments in the new production line in Moeskroen. In 2007 no capital grants were received. The main investments in 2008 were: p EUR 6.8 million: investment in new buildings and infrastructure at Veranneman and Sioen Coating NV p EUR 2.9 million: investment in infrastructure, building and machinery at Fabrics Calandering p EUR 2.6 million: investment in a new ERP package and hardware p EUR 2.2 million: machinery and infrastructure at Veranneman p EUR 1.3 million: weaving machinery at TIS p EUR 0.8 million: machinery at Saint Freres Enduction p EUR 0.4 million: machinery at Sioen Coating NV During 2007, tangible fixed assets were acquired in a total amount of EUR 21.1 million. The main investments in 2007 were: p EUR 5.7 million in calandering machinery at Moeskroen p EUR 1.5 million in infrastructure and EUR 1.3 million building at Moeskroen for calandering project p EUR 1.5 million in looms and 0.8 million in IR ovens at Veranneman p EUR 1.2 million in machinery at Saint Frères Enduction p EUR 1.1 million in machinery at Coatex p EUR 0.9 million in machinery at Roland Poland p EUR 0.7 million in machinery at TIS Weaving p EUR 0.7 million in machinery and infrastructure at EMB p EUR 0.6 million in building infrastructure at Sioen Indonesia In 2008, the fixed assets under construction relate to the finance lease (III.5.12) of buildings at Veranneman and Sioen Coating NV, that came into use in January 2009. In 2007, the fixed assets under construction mainly related to the calandering factory, that came into use in March 2008.

The buildings in Tegelen and Meyzieux are not used in production and therefore are not depreciated. The different categories of tangible fixed assets are depreciated by the straight-line method over their estimated useful life. Depreciation commences once the assets are ready for their intended use. The estimated useful life of the main tangible fixed assets lies within the following ranges: Buildings: 20 years Machines: 5 to 15 years Equipment: 10 years Furniture: 5 years Hardware: 5 years Vehicles: 5 years There are no mortgages secured on the tangible fixed assets. Tangible fixed assets are subject to the application of IAS 36, impairments, when there is an indication that their book value may be lower than their recoverable amount. If an asset does not generate a cash inflow which is independent of other assets, the Group estimates the recoverable amount of the cash flow generating unit to which the asset belongs. An impairment analysis has been done at the end of 2008. No impairments have been recorded. We refer to III.1. Key Accounting Rules, paragraph ‘annual test for impairment’. In 2007 an impairment loss, amounting to EUR 1.5 million was recognized on assets of the ‘Non Wovens’ cash generating unit of the Industrial Applications division. At 31 December 2008, the Group has entered into contractual commitments for the acquisition of property, plant & equipment amounting to EUR 3.3 million for a new building for Sioen Fibres and Coatex which will be completed at the beginning of May 2009. (IV.3)

- 49 -


III. Notes to the consolidated financial III.1. KEY accounting rules

-137

17 533

0

-562

56 198

-1 002 -1 063

-44

22 369

56 272

1 452

-503

Infrastructure buildings: acquisition

22 976

1 509

-7

171 838

7 808

-537

Furniture: acquisition

4 247

51

Vehicles: acquisition

3 668

570

-166

Hardware: acquisition

5 897

724

-6

19 482

4 628

-3 789

Other

188

17 782

Buildings: acquisition

-1 700

7 482

-33

-449

28

3 844

-228

28

-21

3 851

-39

409

46

7 032

-37

-532

-68

23 473

43

43

Assets under construction: 10 015 6 814 -39 -7 155 acquisition

6 306

Leasing land and buildings: acquisition Leasing furniture and equipment: acquisition

TOTAL acquisition

312 219 23 555 -1 627

-492 184 399

-6 758 -1 091 -1 251 325 047

Plant, machinery and equipment: impairment

1 500

1 500

TOTAL impairment

1 500

1 500

Buildings: depreciation

25 322

Infrastructure buildings: depreciation

14 675

Plant, machinery and equipment: depreciation

101 461

-2

-520

826

-237

2 304

27 809

-79 -1 325

-36

1 486

14 721

-88

-17

-446

25

119

3 599

-165

-28

406

2 724

Furniture: depreciation

3 918 2 669

-158

Hardware: depreciation

4 826

-2

Leasing land and buildings: depreciation

6 430

Leasing furniture and equipment: depreciation

-404

-1 318

Vehicles: depreciation

Note

Closing balance

Impairment

Depreciation

Transfers

-300

Land: acquisition

Plant, machinery and equipment: acquisition

Exchange rate differences

Sales

Disposals

Purchases

2008

Opening balance

III.1.1. segment information

-232

10 661 109 963

-4

376

41

545

5 781

-32

100

-33

1 302

7 766

14

11

24

Assets under construction: depreciation TOTAL depreciation

159 314

-732

-1 971

-557 188

-500

16 834 172 387

Land

17 782

-300

Buildings

39 250

2 961

-508

-4 308

-564

Plant, machinery and equipment

68 877

7 808

-17

-381

7 570

-26

-98

58

15

-1 070

2 623

-4

-632

-35

-1 313

15 725

-39 -7 155

6 306

Furniture and Vehicules

2 399

1 344

Fixed assets held under leasing and other simil

13 081

4 628

Assets under construction and advance payments

10 015

6 814

NET BOOK VALUE

151 404 23 555

-895

-4 787

- 50 -

-534

-137

17 533

-333

-3 791

36 037

-260 -10 661

72 936

-750 -16 834 151 160 II.1.


III. Notes to the consolidated financial III.1. KEY accounting rules

Land: acquisition

17 633

Buildings: acquisition

53 003

2 295

Infrastructure buildings: acquisition

21 940

1 039

-7

162 721

11 645

-229

Furniture: acquisition

4 222

134

Vehicles: acquisition

3 578

622

Hardware: acquisition

5 612

403

19 378

107

-33

14

17 782

-312

56 272

3

-17

18

22 976

-2 042

184

-442

171 838

-8

-102

4 247

-302

-14

3 668

-10

-109

5 897

30

19 482

43

43

Assets under construction: 8 036 4 628 -1 472 7 -1 184 acquisition

10 015

Leasing land and buildings: acquisition Leasing furniture and equipment: acquisition

TOTAL acquisition

296 168

21 140

-20

-217

-523 -2 341

-132

-909 -1 184

312 219

Plant, machinery and equipment: impairment

0

1 500

1 500

TOTAL impairment

0

1 500

1 500

Buildings: depreciation

23 385

Infrastructure buildings: depreciation

13 160

Plant, machinery and equipment: depreciation

92 955

Furniture: depreciation

3 865

Vehicles: depreciation

2 650

Hardware: depreciation Leasing land and buildings: depreciation Leasing furniture and equipment: depreciation

-132

-91

2 155

4

25 322

-1

14

1 501

1

14 675

-441 10 916

-76

101 461

-119

-1 775

-6 -132

-92

-200

6

4 400

-5

-91

5 330

-21

9

3

151

3 918

346

-1

2 669

521

4 826

1 110

Note

Closing balance

Impairment

Other

Depreciation

Exchange rate differences

-132 1 306

Plant, machinery and equipment: acquisition

267

Transfers

Sales

Disposals

Purchases

2007

Opening balance

III.1.1. segment information

1

6 430

11

14

Assets under construction: depreciation TOTAL depreciation

145 748

-283 -1 974

-132

267

-132

-685 16 711

-70

159 314

14

17 782

Land

17 633

Buildings

38 399

3 334

-27

2

1 421

-217 -3 657

Plant, machinery and equipment

69 765

11 645

-110

-267

185

-1 -10 916

Furniture and Vehicules

2 498

1 159

-102

-48 -1 018

1

2 399

Fixed assets held under leasing and other simil

14 089

107

-13

21 -1 121

-1

13 081

7 -1 184

10 015

Assets under construction and advance payments NET BOOK VALUE

8 036 150 420

-91

4 628 -1 472 21 140

-240

-367

- 51 -

0

-5

39 250

76

68 877

-224 -16 711 -1 114

-1 500

-1 500

151 404 II.1.


III. Notes to the consolidated financial III.1. KEY accounting rules III.5.5. III.1.1. long segment term information receivables Long term trade receivables The term of these trade receivables is between two and three years. These long-term receivables have been valued at their net present value. 2008 Trade debtors LT

Opening balance Increase Decrease

Fair Value adjustment

Closing balance

14

3

17

14

3

17

Note

Trade debtors LT: revaluation Trade debtors LT: impairment Long term trade receivables 2007 Trade debtors LT

Opening balance Increase Decrease

Fair Value adjustment

Closing balance

22

-5

-3

14

22

-5

-3

14

II.1.

Trade debtors LT: revaluation Trade debtors LT: impairment Long term trade receivables

II.1.

The above financial assets relate to a long term trade receivable. The carrying amount approaches the fair value as per 31 December 2008. The agreed payments are discounted at a rate of 8%.

Other long term assets As in previous years these other long term assets mainly consist of VAT deposits and long term receivables related to prepaid rent. Exchange (Other) move Opening rate ments or 2008 balance Increase Decrease differences adjustments

Closing balance

Note

Affiliated enterprises: amounts receivable Other shares: acquisition Guarantees and deposits:

636

383

-405

-16

-65

533

812

812

acquisition Other amounts receivable LT: acquisition Total long term assets

636

1 195

-405

-16

-65

1 345

II.1.

Exchange (Other) move Opening rate ments or 2007 balance Increase Decrease differences adjustments

Closing balance

Note

Affiliated enterprises: amounts receivable Other shares: acquisition Guarantees and deposits:

504

151

-76

-10

67

636

504

151

-76

-10

67

636

acquisition Other amounts receivable LT: acquisition Total long term assets

- 52 -

II.1.


III. Notes to the consolidated financial III.1. KEY accounting rules III.5.6. III.1.1. III.5.6. inventories segment inventories information Gross inventory

2008

2007

Raw materials

34 937

32 351

Consumables

400

963

Work in progress

4 702

4 560

Finished goods

63 081

56 834

Goods in transit

4 398

4 512

107 518

99 220

Amounts written off raw materials

-3 173

-3 374

Amounts written off consumables

-7

-5 162

-5 389

-8 335

-8 770

Raw materials

31 764

28 977

Consumables

400

956

Work in progress

4 702

4 560

Finished goods

57 919

51 445

Goods in transit

4 398

4 512

99 183

90 450

Note

Contracts in progress

TOTAL

Amounts written off

Amounts written off work in progress Amounts written off finished goods Amounts written off goods in transit Amounts written off contracts in progress

TOTAL

Net inventory

TOTAL

Gross inventories (excluding writeoffs) increased by EUR 8.3 million compared with 2007. Increased activity resulted in an inventory increase of EUR 6.4 million in the apparel division. Increased capacity combined with the start up of a new production line increased inventory with EUR 4.9 million within the coating division. In the chemicals divison, the inventory level remained at level (EUR -0.2 million) while inventory decreased with EUR 2.8 million in the divison industrial appllications as a result of decreased activity.

II.1.

Obsolescence reserves on inventories amounted to EUR 8.3 million in 2008 compared with EUR 8.8 million in 2007. There was no significant write offs of obsolete inventory to net realisable value in 2008. These obsolescence reserves are recorded on the basis of a detailed aging and rotation analysis per unit.

- 53 -


III. Notes to the consolidated financial III.1. KEY accounting rules III.5.7. III.1.1. trade segment receivables information

2008 Trade receivables

56 075

Trade receivables doubtful

4 352

Subtotal trade receivables

60 427

Impairment trade receivables doubtful

-4 320

Total Financial instrument ‘trade receivables’

56 107

Outstanding

Note

II.1.

Balance turnover

Customer 1

4 195

6.9%

10 743

3.1%

Customer 2

1 848

3.1%

3 173

0.9%

Customer 3

1 763

2.9%

3 969

1.1%

Customer 4

1 013

1.7%

3 378

1.0%

Customer 5

996

1.6%

1 505

0.4%

Other

50 611

83.8%

326 597

93.5%

Total

60 427

100.0%

349.366

100.0%

Aging (past due but not impaired) Total Not due 30 days 60 days 90 days 120 days 150 days More than overdue overdue overdue overdue overdue 150 days overdue Subtotal trade receivables

60 427

48 650

5 818

1 600

Impairment trade Opening Increase Decrease Write offs receivables doubtful balance

4 317

358

-270

- 54 -

-137

1 227

1 512

471

1 149

Exchange (Other) rate movements differences or adjustments

Closing balance

-7

59

4 320


III. Notes to the consolidated financial III.1. KEY accounting rules III.1.1. segment information

2007 Trade receivables

72 928

Trade receivables doubtful

4 597

Subtotal trade receivables

77 525

Amounts written off

-4 317

Total Financial instrument ‘trade receivables’

73 208

Outstanding

Note

II.1.

Balance turnover

Customer 1

5 356

6.91%

12 590

Customer 2

2 396

3.09%

8 691

3.31% 2.28%

Customer 3

1 532

1.98%

2 534

0.67%

Customer 4

1 288

1.66%

4 258

1.12%

Customer 5

1 104

1.42%

5 796

1.52%

Other

65 849

84.94%

346 482

91.10%

Total

77 525

100.00%

380 350

100.00%

Aging (past due but not impaired) Total Not due 30 days 60 days 90 days 120 days 150 days More than overdue overdue overdue overdue overdue 150 days overdue Subtotal trade receivables

77 525

62 719

Trade receivables include EUR 60.4 million to be received from the sale of goods. Compared to last year, trade receivables decreased by EUR 17.1 million due to decreased business activity. Less than 10% of the total outstanding is expressed in a foreign currency. The main foreign currencies are the USD and GBP. An impairment is accounted for the estimated uncollectible amounts of EUR 4.3 million. An impairment for trade receivables overdue between 30 days and 150 days and more is recorded based on estimated irrecoverable amounts from the sale of goods, determined by reference to past default experience. This impairment is recorded in ‘sales & marketing expenses’ in the P&L by function.

6 179

1 370

1 159

404

78

5 617

As of 1/4/2005 the Group decided to cover itself for credit risk by concluding a stop loss credit insurance. The average credit period on sales of goods is about 70 days. Generally no interest is charged on the overdue trade receivables except when legal procedures are started. Before accepting any new customer, the Group uses an internal credit scoring system, based on internal and external information, to assess the potential customer’s credit quality and defines credit limits by customer. Limits and scoring attributed to customers are reviewed continuously.

- 55 -


III. Notes to the consolidated financial III.1. KEY accounting rules III.5.8. III.1.1. other segment current information assets

2008

2007

Advances

141

49

Insurance premiums receivable

110

94

VAT receivable

3 891

9 204

Income tax

3 476

1 893

Note

Financial assets

Non-Financial assets

Capital grants receivable Other Total other receivables

827

0

0

275

8 445

11 515

II.1.

Other receivables consist primarily of VAT to be reclaimed amounting to EUR 3.9 million, pre-paid taxes amounting to EUR 3.5 million and EUR 0.8 million capital grants receivable related to investments in Moeskroen.

Investments

2008

2007

Note

Other investments and deposits Options

288

288

Investments

288

288

II.1.

The options are held to hedge (one-on-one basis) the obligations generated by the share option plan II as explained in ‘General Information on share based payment plans’. The options have an expiry date of 10 years starting from the date of issuing. The beneficiaries have the choice, after a freeze period, to sell their granted options, or to execute the options on expiry date. The book value of the options equals the fair value per 31.12.2008. The options were bought on january 14th, 2009, but a provision was set up at year-end. Cash and cash equivalents Cash at bank Overnight deposits At hand Total cash and cash equivalents

2008

2007

11 468

5 970

2 962

1 468

115

41

14 545

7 479

Note

II.1.

Overnight deposits relate to deposits on at least 3 months, but shorter than 1 year. The book value of the investment reflects the estimated market value. Deferred charges and accrued income

2008

2007

Deferred charges

1 168

1 144

124

110

1 292

1 254

Other Total deferred charges and accrued income

Note

II.1.

Deferred charges amounting to EUR 1.2 million consist primarily of pre-paid rent, insurance policies and IT maintenance contracts.

- 56 -


III. Notes to the consolidated financial III.1. KEY accounting rules III.5.9. III.1.1. pension segment liabilities information III.5.9. pension liabilities DEFINED BENEFIT PLANS DEFINED BENEFIT PLANS The following net liabilities are recognized for post-employment and other long term benefits:

2008

2007

Post-employment benefits (pension plans)

1 028

1 315

Other long term benefits (jubilee benefits)

114

142

1 142

1 457

Total The amounts recognised in the balance sheet are as follows: Present value of funded obligations

180

430

-385

-394

1 256

1 598

1 051

1 634

-19

-313

-4

-6

Net liability recognized in balance sheet

1 028

1 315

of which liabilities

1 233

1 315

-205

0

Service cost

178

173

Interest cost

133

114

Expected return on plan assets

-18

-17

2

9

Actuarial losses (gains) recognized

-145

-151

Effect of curtailment or settlement

-272

-353

Benefit expense

-122

-225

Fair value of plan assets Present value of unfunded obligations (Surplus)/deficit Unrecognised actuarial gains/(losses) Unrecognised past service cost

of which assets The amounts recognised in profit or loss are as follows:

Past service cost recognized

Changes in the present value of the defined benefit obligation are as follows: Opening defined benefit obligation

2 028

2 269

Service cost

178

173

Interest cost

133

114

0

9

Past service cost Benefits paid

-466

-49

Curtailment

-272

-353

Settlement Actuarial losses (gains) Liabilities assumed in a business combination

0

0

-145

-118

0

0

-20

-17

1 436

2 028

394

381

18

17

Actuarial gains and (losses)

-27

-4

Contributions

466

0

Benefits paid

Currency translation changes Closing defined benefit obligation Changes in the fair value of plan assets are as follows: Opening fair value of plan assets Expected return

-466

0

Assets acquired in a business combination

0

0

Settlement

0

0

Currency translation changes

0

0

385

394

Closing fair value of plan assets

The plan assets represent investments in bonds. The expected 2009 contributions amount to 39 kEUR.

- 57 -

Note

II.1.


III. Notes to the consolidated financial III.1. KEY accounting rules III.1.1. segment information

marketing expenses, R&D expenses and administrative expenses). The interest component is recognised in the financial result.

Cost relative to IAS 19 provisions are booked under personnel expenses and allocated according the function of the personnel involved (cost of goods sold, sales and Changes in the fair value of plan assets are as follows:

2008

2007

Eurozone

Indonesia

Eurozone

Indonesia

discount rate

6.28%

12.00%

5.48%

10.00%

expected rate of return

4.50%

4.50%

future salary increase

2.50%

8.00%

2.50%

8.00%

60

55

60

55

assumed retirement age The funded status and experience adjustments are as follows:

2008

2007

Defined Benefit Obligation

1 436

2 028

Plan assets

-385

-394

(Surplus)/deficit

1 051

1 634

Experience adjustments on plan assets

-27

0

Experience adjustments on benefit obligation

-40

18

PROVISIONS FOR PERSONNEL REMUNERATION In accordance with law and practice in each country, associated entities have either defined benefit schemes or defined contribution schemes.

Defined contribution schemes Contributions to defined contribution schemes are recorded as an expense when they are due.

of the gross liability, adjusted for unrecorded actuarial gains and losses, after deduction of the fair value of the scheme investments and unrecorded prior service costs. The discounted value of the liability associated with defined pension rights and the assigned pension costs associated with the year of service and prior service pension costs are calculated by accredited actuaries using the projected unit credit method.

Defined benefit schemes In defined benefit schemes, the amount on the balance sheet (the ‘net liability’) corresponds to the present value

Defined benefit schemes mainly relate to pension liabilities in France, where such schemes are required by law.

- 58 -


III. Notes to the consolidated financial III.1. KEY accounting rules

2 214

686

Provisions for other liabilities and charges

2 416

1 912

-1 730

-59

-12

2 526

Total provisions

4 630

2 598

-1 867

-59

-12

5 289

More than 1 year

Within 1 year

Provisions for environmental issues

1 034

1 728

Provisions for other liabilities and charges

459

2 068

1 493

3 796

0

0

Exchange rate differences Note

Fair value

Closing balance

750

-111

2 214

Provisions for other liabilities and charges

2 227

914

-514

-203

-8

2 416

Total provisions

3 802

1 664

-625

-203

-8

4 630

Exchange rate differences

1 575

Reversal

Provisions for environmental issues

2007

Utilisation

Increase

II.1.

Opening balance

Total provisions

Reversal

2 763

Utilisation

-137

Acquired via business combination

Closing balance

Increase

Provisions for environmental issues

2008

Fair value

Opening balance

Acquired via business combination

III.5.10. III.1.1. III.5.10. segment provisions provisions information

Provisions for taxation

More than 1 year

Within 1 year

Provisions for environmental issues

1 764

450

Provisions for other liabilities and charges

837

1579

2 601

2 029

Total provisions

0

0

Note

II.1.

periodical environmental check-up of the site. These provisions are mainly set up for more than one year and are discounted using the weighted average capital cost (8%) of the Group.

The carrying amount of the provisions reflects the net present value of future liabilities discounted at 8%. The provisions for environmental issues consist mainly of a provision relating to the cleaning of polluted soils in Temse belonging to TIS NV and the land in Ardooie belonging to Sioen Coating NV. The risk in Temse originates in the period before the takeover. The risk in Ardooie was identified during the

Provisions for other liabilities and charges mainly relate to social costs of ongoing restructuring processes by the coating division (EUR 1.5 million) and by the industrial applications division (EUR 0.5 million).

- 59 -


III. Notes to the consolidated financial III.1. KEY accounting rules III.5.11. III.1.1. segment interestinformation bearing loans

2008 Note

Value at the end of year

Bond

99 121

Bank loans

2 500

4 753

1 429

1 071

18 645

2 218

2 362

2 365

Finance leases

II.1.

Within one year 2 years 3 years 4 years 5 years

Other loans

519

260

134

Total interest bearing loans long term

120 786

7 232

3 925

Current portion of amounts payable after one year

4 753

Credit institutions short term

38 607

Bank loans

after 5 years

99 044

99 044

2 218 2 250

Total interest bearing loans short term

45 611

2007 Note

Value at the end of year

Finance leases

II.1.

Other loans

10 209

5 001

1 692

1 209

129

0

10 039

1 162

1 289

1 406

1 372

1 459

4 513

3 117 117

Current portion of amounts payable after one year

10 209

Credit institutions short term

25 190

II.1.

35 400

Current portion of leasing

1 162

Leasing short term Finance leases

2 459

8 030

Total interest bearing loans long term

Bank loans

3 561

32

II.1.

Bond

125

Within one year 2 years 3 years 4 years 5 years

Current portion of leasing

Bank loans

8 887 108 008

43 361

Finance leases

2 572

99 121

2 572

II.1.

Leasing short term

2 459

after 5 years

11 371

37

II.1.

1 199

Total interest bearing loans short term

36 599

- 60 -

6 290

3 098

2 581

1 588

3 103 671


III. Notes to the consolidated financial III.1. KEY accounting rules III.1.1. segment information

Short-term interest bearing loans

Long-term interest bearing loans, including financial long-term leasing debts.

As per 31/12/2008, short-term loans amounted to EUR 33.2 million. They consist of EUR 27.1 million of euro straight loans with a weighted average interest rate of 4.9% and a dollar loan of USD 8.5 million with a weighted average interest rate of 7.4%. There was also a tax prepayment loan of EUR 4.0 million which expires on 10 April 2009.

The weighted average interest rate of long-term debts in 2008 was 4.72%, compared to 4.76% in 2007. All long-term loans have a fixed interest rate. On 14 March 2006, a EUR 100 million bond listed on Eurolist by Euronext Brussels was successfully issued, with a ten-year term and fixed coupon interest of 4.75%. To cover the interest rate on this bond issue, an IRS (Interest Rate Swap) was concluded on 20 December 2005. This IRS is described in the note on ‘financial instruments’, and designated as ‘cash flow hedging’. The effective combined interest rate on the EUR 100 million bond is 4.72%.

As per 31/12/2007, short-term loans amounted to EUR 21.3 million. They consisted of EUR 16.8 million of euro straight loans with a weighted average interest rate of 4.6% and a dollar loan of USD 5.0 million at 5.7%. There was also a tax prepayment loan of EUR 3.5 million which expires on 10 April 2008. No securities have been issued for these financial debts. Most (approx. 90%) of the Group’s financial liabilities are centrally contracted and managed.

Sioen has no covenants on material loan agreements, except for general terms and conditions applicable to general finance agreements in Belgium.

- 61 -


III. Notes to the consolidated financial III.1. KEY accounting rules III.5.12. III.1.1. segment finaNce information leasing debts Obligations under finance leases 2008

Value at the end of year

Leasing and other similar obligations LT Current portion of leasing Leasing short term Obligations under finance leases

Within one year 2 years 3 years 4 years 5 years

18 645

0

2 218

2 218

32

32

20 895

2 250

after 5 years

2 362

2 365

2 459

2 572

8 887

2 362

2 365

2 459

2 572

8 887

Minimum lease payments

Present value of lease payments

Lease payments due within one year

2 781

2 250

One - Two years

2 781

2 362

Two - Three years

2 781

2 365

Three - Five years

8 196

5 031

After 5 years

7 734

8 887

24 273

20 895

Total lease payments Future financial charges

5 314

Present value of lease obligations

18 959

18 959

Less amount due for settlement within 12 months

2 301

Amount due for settlement after 12 months

18 594

Obligations under finance leases 2007

Value at the end of year

Leasing and other similar obligations LT Current portion of leasing Leasing short term Obligations under finance leases

Within one year 2 years 3 years 4 years 5 years

10 039

61

1 162

1 162

37 11 238

1 228

after 5 years

1 406

1 372

1 459

4 513

1 406

1 372

1 459

4 513

37 1 260

1 228

Minimum lease payments

Present value of lease payments

Lease payments due within one year

2 143

1 260

One - Two years

1 735

1 228

Two - Three years

1 737

1 406

Three - Five years

3 064

2 831

After 5 years

4 954

4 513

14 051

11 238

Total lease payments Future financial charges

2 611

Present value of lease obligations

10 767

10 767

Less amount due for settlement within 12 months

1 260

Amount due for settlement after 12 months

9 979

Leasing debts mainly relate to buildings (Ardooie and Moeskroen). New financial leases in 2008 relate to a sale and lease back operation for a new building in Moeskroen and buildings at Sioen Coating NV and Veranneman, which are referred to as new assets under construction (III.5.4). The interest inherent in the leases is fixed for the entire lease term. The average effective interest rate contracted is approximately 4.94% p.a. (2007 5.44% p.a.).

- 62 -


III. Notes to the consolidated financial III.1. KEY accounting rules III.5.13. III.1.1. III.5.13. segment other other accounts information accounts payable payable Trade and other payables

2008

2007

Trade payables

24 941

35 609

Credit notes to receive

-1 160

-2 048

Advances Total

600

630

24 381

34 191

Note

II.1.

Trade and other payables include outstanding amounts for trade purchases and current charges. Trade payables decreased compared with 2007, in line with the decreased activity during the last quarter of 2008 compared to the last quarter of 2007. The trade payables are payable within a range of 30 to 60 days. The group has no major overdue positions. Foreign currencies in trade payables relate mainly to USD and represent less than 10% of the total trade payables.

Other debts up to one year

2008

Current tax liabilities Social debts

2007

Note

954

440

II.1.

9 573

10 523

II.1.

Other amounts payable

3 861

4 548

II.1.

Accrued charges and deferred income

1 371

1 159

II.1.

15 759

16 670

II.1.

Total other debts up to one year

The other amounts payable consist mainly of VAT payable and various other taxes.

- 63 -


III. Notes to the consolidated financial III.1. KEY accounting rules III.5.14. III.1.1. segment financial information instruments

Financial Derivatives

2008

Notional Fair Value Value

Notional Value

2007 Fair Value

Forward sales contracts Forward sales contracts within 1 year

Rights

0

0

0

0

Obligations

0

0

2 353

-41

0

0

0

0

IRS Forward

The Group manages a portfolio of derivatives to hedge against risks relating to exchange rate and interest rate positions arising as a result of operating and financial activities. It is the Group’s policy to avoid engaging in speculative transactions or transactions with a leverage effect and not to hold derivatives for trading purposes.

IAS39, and will be spread out over the term of the bond. The realized capital gain (EUR 1.346 million) was recognised in equity and is being taken into income over the life of the bond (10 years).

Exchange rate risk

Interest risk The Group’s interest risk is relatively limited, as the interest rate on all long-term loans is fixed. It is the group’s strategy to arrange a fixed interest rate for the long-term portion of debts, and to keep short-term debts floating. Thanks to an optimal portfolio of long-term and short-term debt financing, potential negative interest rate fluctuations are minimised. As per 31/12/2008, there was EUR 33.2 million of short-term financing at floating rates with a weighted average of 4.79%. A 5% increase in interest rates (24 basispoints), would impact the financial result with 91 kEUR more interest costs an annual basis. In connection with the group’s refinancing, it was decided in December 2005 to enlist the support of the capital market via the issue of a EUR 100 million bond over ten years with fixed coupon interest. Because such an operation can easily take three months, and interest rates at the end of December 2005 were very attractive, Sioen concluded a ten-year IRS starting in April 2006, the presumed starting date of the bond. As this IRS can be regarded as effective cash flow hedging as per IAS39, the EUR 0.636 million negative market value fluctuation on 31/12/2005 of this IRS was deducted from equity. At 02/02/2006, the market value was up EUR 1.346 million, and it was realised following the hedge strategy at the moment of issuing of the bond. This received premium satisfies the conditions for cash flow hedging defined in

- 64 -

It is the Group’s policy to hedge against exchange risks arising from financial and operating activities centrally. The risks are limited by compensating for transactions in the same currency (‘natural hedging’), or by fixing exchange rates via forward contracts or options. It is the Group’s policy to hedge against exchange risks arising from financial and operationg activities centrally. The risks are limited by compensating for transactions in the same currency (‘natural hedging’). Or by fixing exchange rates via forward contracts or options. The main currencies for the Group are GBP (inflow) and USD (outflow). In 2008, the GBP net inflow represents EUR 7.0 million (GBP 5.4 million) and the USD net outflow EUR 2.9 million (USD 4.4 million). As these volumes represent less than 10% of total net sales, the impact of changes in these exchange rates is limited. Sensitivity analysis Based on the Group’s sensitivity analysis, an adverse change in the GBP/EUR and USD/EUR exchange rate by 1% would decrease the Group’s realized currency result by EUR 98 thousand.


III. Notes to the consolidated financial III.1. KEY accounting rules III.1.1. segment information

Credit risk In view of the relative concentration of credit risk (see note ‘trade receivables’). The company covers credit risk on trade receivables via a stop loss insurance with an own risk exposure of 500 kEUR. In addition, credit control strategies and procedures have been elaborated in order to monitor individual customers’ credit risk.

Liquidity risk In order to guarantee liquidity and financial flexibility, the Sioen group has credit lines available to it to meet current and future financial needs. The Sioen group has total credit lines available to it of EUR 69.6 million. Of these EUR 33.2 million were used at 31/12/2008. Of this amount, EUR 27.1 million consisted of straight loans at a weighted average interest rate of 4.9%, and a USD 8.5 million straight loan with a weighted average interest rate of 7.4%. Regarding the maturity analysis of the interest bearing loans, we refer to note III.5.11.

Financial risk The management determines its assessment on the basis of different realistically assessed parameters, such as future market expectations, sector growth rates, industry studies, economic realities, budgets and multi-year plans, expected profitability studies, etc. The most important elements within the group that are subject to this are: impairments, provisions and deferred tax items.

Financial Instruments Interest bearing loans Fixed Rate (EUR) Bond borrowing costs capitalised Finance Leases Bank loans

Carrying

Fair

Amount

value

100 000

96 194

-879

0

20 829

19 933

7 250

7 207

127 201

123 334

Total

As shown in the fair value analysis, Sioen Industries is now in an overall favourable position concerning interest rate conditions compared to the actual fair values of the loans.

Capital management The equity structure of the Sioen Group is managed with the main objectives of: p protecting the equity structure so as to ensure continuous business operations resulting in continuous shareholder value, and benefits for other stakeholders; p the payment of an appropriate dividend to shareholders. The Group’s capital is formed in accordance with the risk, which changes with economic developments and the risk profile of the underlying assets. The Sioen group can change the dividend to shareholders, issue new shares or sell assets in order to maintain or change the capital structure.

Fair value Fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm’s length transaction. In conformity with IAS 39 all derivatives are recognized at fair value in the balance sheet.

The Board of Directors of Sioen Industries views equity together with the 10-year bond loan (cf. interest bearing loans III.5.11) as permanent capital. At 31/12/2008 equity and the bond loans represented respectively 38.3% and 26.7% and together 65.0% of the balance sheet total.

Non-derivative financial liabilities The fair value of non-derivate financial liabilities is calculated based on commonly-used valuation techniques (i.e. net present value of future principal and interest cash flows discounted at market rate). These are based on market inputs from reliable financial information providers. Fair values determined by reference to prices provided by reliable financial information providers are periodically checked for consistency against other pricing sources.

- 65 -


III. Notes to the consolidated financial III.1. KEY accounting rules III.5.15. III.1.1. segment deferred information tax

2008

deferred tax assets

Intangible fixed assets

1 118

545

1 877

1 792

Tangible fixed assets

3 178

2 894

17 881

16 847

Inventories

1 563

1 688

762

762

Receivables Other assets

2007

2008

2007

Pension liabilities

473

648

Other provisions

780

518

Other liabilities

204

102

Conversion differences

156

2 396

2 433

Hedging reserves

358

398

1

2 095

22 513

23 565

Undistributed reserves Tax losses carried forward

12 578

9 662

Total

20 658

16 976

-10 709

-6 829

-6 103

-4 702

-6 103

-4 702

3 846

5 445

16 410

18 863

Non recognition of deferred tax receivable Netting Total

Note

deferred tax liabilities

II.1.

The value of carried forward tax losses arranged by expiry date One year Two years Three years

8 260

Four years

7 806

Five years and later

2 019

7 806

No expiry date

25 160

16 590

Unrecognised carried forward tax losses

32 628

20 195

2 094

295

Unrecognised deferred tax on undistributed reserves

Deferred tax assets which do not appear to be collectable in the near future are not recognised. In this assessment management takes account of budgets and multi-year planning. Major deferred tax assets on tax losses carryforward are relative to Roland International BV and Roland Poland. In 2007, a EUR 1.8 million valuation allowance on tax losses of Roland International BV was recognized. Based upon business plans an asset was recognized using estimated tax profits over 9 years. In 2008 the tax asset has been fully derecognized considering current business result and forecast. There is no taxable result over the foreseeable future (5 years). In Roland Poland there is only a partly recognition of tax losses, mainly originating from the 2008 result). The going forward transfer pricing (cost plus basis) should allow to recover tax losses recognized.

- 66 -

8 260

The company recognizes deferred tax liabilities on undistributed reserves in affiliates unless there is a firm commitment not to distribute reserves from that particular affiliate in the foreseeable future. Management consideres that reserves will not be distributed to the parent company unless this could be done at a zero tax rate. Reconciliation of movement of deferred tax Net tax liability as per 31 December 2007

13 418

Net tax liability as per 31 December 2008

12 564

Difference

-854

Deferred tax as shown in the P&L

-851

Deferred tax effect through equity

-32

Deferred tax acquired via business combinations

0

Deferred tax currency translation effect

29


III. Notes to the consolidated financial III.1. KEY accounting rules III.5.16. III.1.1. III.5.16. segment acquisitions acquisitions information and and disposals disposals ofof interests interests EFFECTS OF ACQUISITIONS AND SALES OF INVESTMENTS 2008 There were no acquisitions in 2008. 2007 Divestment Granulates EMB Sale price Granulate business

847

Sale fixed assets

49

Liability sales related provision

-227

Stock write off

-428

Receipt in Cash

896

Non Cash items

-655

Gain realised on the transaction Acquisition Fillink Business

241 Book value

Adjustments

Fair value

Non current assets

215

1 285

1 500

Intangible and tangible fixed assets

215

1 285

1 500

1 872

-319

1 553

319

-319

1 440

1 440

Other debtors

113

113

Non current liabilities

355

355

Current assets Inventories Debtors

Provision

Pensions

Deferred tax liabilities

Long term financial debt

355

355

Current liabilities

2 598

184

2 781

Creditors

2 180

84

2 264

Other creditors

418

100

517

Total net assets

-865

-718

-83

Goodwill on acquisition

152

Paid in cash

206

Cash and banks acquired

137

Net cash paid

69

137

EMB (division chemicals) realized an exchange deal on 1 October 2007, in which the chips (granules) department was sold and a pigment paste-customer portfolio was acquired (see intangible assets), in order to align the business with its core competence. EMB recorded the gain of EUR 0.2 million in ‘Other operating Income’ in 2007. The sales of this chips department represented in 2006 EUR 5.1 million and in 2007 EUR 4.7 million (January – October 2007).

On January 18 2007 Fillink Technologies SA was acquired by EMB. Fillink specializes in inks for wide and superwide format digital printers. Fillink distributes eco-solvent, solvent and UV inks through a selected network of distributors. These quality products are very well positioned in the market thanks to the know how and market intelligence of the company. Fillink’s experience with unique product formulations and wide market knowledge are real added value for the chemicals division. The sales of Fillink were EUR 2.2 million in 2006 and EUR 4.0 million in 2007.

- 67 -


III. Other Notes to the consolidated financial IV. III.1. KEY accounting rules III.1.1. segment information

IV.1. OPERATING LEASE ARRANGEMENTS

2008

2007

Amounts recognised in income

1 218

1 150

Payments due within one year

1 197

1 179

Between one and five years

1 604

1 092

Over five years Minimal future payments

62

10

2 863

2 282

These leases relate mainly to vehicles, small equipment and office equipment.

IV.2. EVENTS AFTER BALANCE SHEET DATE In the division Industrial Applications, an additional restructuring process, costs estimated at approximately EUR 0.6 million, has been initiated at the end of March. No other significant events have happened after balance sheet date.

IV.3. OFF BALANCE SHEET ITEMS

2008

Commitments due to hedging of foreign currencies

within 1 year

Note

0

0

III.5.4

3 350

3 350

III.5.4

2007

within 1 year

Commitments due to hedging of foreign currencies (related to GBP)

2 353

2 353

Commitments for the acquisition of intangible and tangible assets

7 688

7 688

Commitments for the acquisition of intangible and tangible assets

- 68 -


III. Notes to the consolidated financial VI. Statutory annual accounts III.1. KEY accounting rules III.1.1. segment information

IV.4. TRANSACTIONS WITH RELATED PARTIES

Nature of transaction

2008

Recticel Group

Sale

1 444

Recticel Group

Purchase

285

Sale

1 388

SVB

Purchase

220

Nature of transaction

2007

Recticel Group

Sale

1 764

Recticel Group

Purchase

222

Sale

1 436

Purchase

227

INCH

INCH SVB

These transactions are done on an arm’s length basis. Other transactions with related parties other than directors are not included, given the negligible amount (under EUR 100 000). With regard to directors’ remuneration, we refer to section IV.8.

IV.5. STAFF Country Belgium China Germany

2008

2007

899

988

15

16

6

11

France

291

361

Ireland

33

33

2 222

1 975

Indonesia Netherlands

27

27

338

587

Portugal

25

25

Tunesia

Poland

757

752

UK

26

32

USA

16

22

Ukraine

21

40

Grand Total

4 676

4 869

Blue Collar

3 917

4 125

White Collar

759

744

Grand Total

4 676

4 869

- 69 -


III. Notes to the consolidated financial III.1. KEY accounting rules III.1.1. segment information

IV.6. AUDIT AND NON AUDIT SERVICES PROVIDED BY THE STATUTORY AUDITOR AND HIS NETWORK 2008

Deloitte

Audit fees

282 000

Other assurance services

59 065

Tax services

10 000

IV.7. CONTINGENT ASSETS AND LIABILITIES A number of commercial disputes are pending, albeit with a limited value in dispute. A contingent asset amounting to EUR 0.4 million is related to the apparel division. The industrial applications division is currently facing a quality claim in France, which could reach EUR 3.0 million. However, the court verdict in first instance was in favour of Sioen Industries. There is a possible exposure related to import duties in Tunesia with a theoretical maximum risk of EUR 1.7 million. Voluntary regularisation has been initiated by management. The coating division is currently facing a contingent liability which could reach EUR 0.3 million. However, the court verdict in first instance was in favour of Sioen Industries.

- 70 -


III. Notes to the consolidated financial III.1. KEY accounting rules III.1.1. segment information

IV.8. Remuneration of the directors and the executive management In 2008 the following fees were paid to the members of the board of directors and the executive management: p Non-executive and independent directors, as well as the members of the executive management in their

capacity as director: Mr. Jean-Jacques Sioen M.J.S. Consulting b.v.b.a. Mrs. Jacqueline Sioen-Zoete D-Lance b.v.b.a. P. Company b.v.b.a. Pol Bamelis n.v. Revam b.v.b.a. Louis Verbeke e.b.v.b.a. K.E.M.P. n.v. Vean n.v. Mr. Luc Vandewalle

EUR 20 000 EUR 20 000 EUR 20 000 EUR 20 000 EUR 20 000 EUR 22 250 EUR 29 000 EUR 26 000 EUR 8 667 EUR 21 500 EUR 26 000

p Mrs. Michèle Sioen received in 2008, as CEO,

p In 2008 no shares in Sioen Industries, share options

besides her remuneration as a member of the Board of Directos, a fixed remuneration of EUR 432 500. She received a variable remuneration (base calculation 2007) for an amount of EUR 124 260. For 2008, the CEO abandons the variable part of her remuneration. p The fixed remunerations paid to the executive

or other rights for the acquisition of shares in Sioen Industries were granted to the CEO and the other members of the executive management. There are no specific recruitment or golden handshake agreements with the members of the executive management. * The executive management consists of executive directors

management*, including directors in their capacity as members of the executive management, amounted to EUR 2 188 775 (excluding CEO). Variable remuneration received (base calculation 2007) for an amount of EUR 186 357. For 2008, the executive management abandons the variable part of their remuneration.

- 71 -

and members of the management committee.


V. Statutory auditor’s report

Statutory auditor’s report to the shareholders’ meeting on the consolidated financial statements for the year ended 31 december 2008 Free translation – the original report is in Dutch

The board of directors of the company is responsible for the preparation of the consolidated financial statements. This responsibility includes among other things: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of consolidated 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.

To the shareholders As required by law and the company’s articles of association, we are pleased to report to you on the audit assignment which you have entrusted to us. This report includes our opinion on the consolidated financial statements together with the required additional comment.

Unqualified audit opinion on the consolidated financial statements We have audited the accompanying consolidated financial statements of SIOEN INDUSTRIES NV (“the company”) and its subsidiaries (jointly “the group”), prepared in accordance with International Financial Reporting Standards as adopted by the European Union and with the legal and regulatory requirements applicable in Belgium. Those consolidated financial statements comprise the consolidated balance sheet as at 31 December 2008, the consolidated income statement, the consolidated statement of changes in equity and the consolidated cash flow statement for the year then ended, as well as the summary of significant accounting policies and other explanatory notes. The consolidated balance sheet shows total assets of 371 741 (000) EUR and the consolidated income statement shows a consolidated profit (group share) for the year then ended of 3 406 (000) EUR. The financial statements of several significant entities included in the scope of consolidation which represent total assets of 46 679 (000) EUR and a turnover of 50 244 (000) EUR have been audited by other auditors. Our opinion on the accompanying consolidated financial statements, insofar as it relates to the amounts contributed by those entities, is based upon the reports of those other auditors.

- 72 -

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with legal requirements and auditing standards applicable in Belgium, as issued by the “Institut des Reviseurs d’Entreprises/Instituut der Bedrijfsrevisoren”. Those standards require that we plan and perform the audit to obtain reasonable assurance whether the consolidated financial statements are free from material misstatement. In accordance with these standards, we have performed procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, we have considered internal control relevant to the group’s preparation and fair presentation of the consolidated 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 group’s internal control. We have assessed the basis of the accounting policies used, the reasonableness of accounting estimates made by the company and the presentation of the consolidated financial statements, taken as a whole. Finally, the board of directors and responsible officers of the company have replied to all our requests for explanations and information. We believe that the audit evidence we have obtained, together with the reports of other auditors on which we have relied, provides a reasonable basis for our opinion. In our opinion, and based upon the reports of other auditors, the consolidated financial statements give a true and fair view of the group’s financial position as of 31 December 2008, and of its results and its cash flows for the year then ended, in accordance with International Financial Reporting Standards as adopted by the EU and with the legal and regulatory requirements applicable in Belgium.

the description of the principal risks and uncertainties confronting the group, or on the status, future evolution, or significant influence of certain factors on its future development. We can, nevertheless, confirm that the information given is not in obvious contradiction with any information obtained in the context of our appointment.

Kortrijk, 18 March 2009

The statutory auditor DELOITTE Bedrijfsrevisoren BV o.v.v.e. CVBA Represented by

Additional comment The preparation and the assessment of the information that should be included in the directors’ report on the consolidated financial statements are the responsibility of the board of directors. Our responsibility is to include in our report the following additional comment which does not change the scope of our audit opinion on the consolidated financial statements: p The directors’ report on the consolidated financial

statements includes the information required by law and is in agreement with the consolidated financial statements. However, we are unable to express an opinion on

- 73 -

Dirk Van Vlaenderen

Kurt Dehoorne


VI. Statutory annual accounts of Sioen Industries NV

The statutory annual accounts of the parent company Sioen Industries n.v. are shown below in condensed form. In June 2009, the annual report and annual accounts of Sioen Industries n.v. and the auditor’s report will be filed with the National Bank of Belgium in accordance with Articles 98-102 of the Companies Act. These reports are available on request at the following address: Sioen Industries n.v. – Fabriekstraat 23 – 8850 Ardooie.

The statutory auditor has issued an unqualified opinion. In accordance with article 523 of the Company Code, the Board of Directors has mentioned all transactions done with SVB Project NV in which Mr. Jean-Jacques Sioen, president of the Board of Directors, had a conflict of interest. We refer to the section Corporate Governance in the consolidated annual report for the related paragraphs from the minutes of the Board of Directors.

Condensed balance sheet of Sioen Industries n.v. after appropriation of profit December 31 (000) EUR

2008

2007

53 292

61 584

Intangible fixed assets

8 863

7 505

Tangible fixed assets

1 159

1 004

Financial fixed assets

43 270

53 075

Currents assets

190 169

188 049

Amounts receivable within one year

184 749

187 023

5 260

872

161

154

243 461

249 633

Capital and reserves

80 893

82 705

Capital

46 000

46 000

Fixed assets

Cash at hand and in bank Deferred charges and accrued income Total assets

Legal reserves

4 357

4 352

30 536

32 353

Creditors

162 568

166 929

Amounts payable after one year

101 657

106 312

Amounts payable within one year

59 256

54 983

1 656

5 634

243 461

249 633

Profit carried forward

Accrued charges and deferred income Total liabilities

- 74 -


III. Notes to the consolidated financial III.1. KEY accounting rules III.1.1. segment information

Condensed income statement of Sioen Industries n.v. December 31 (000) EUR

2008

2007

Operating income

7 677

7 188

Sales

7 524

6 912

153

277

Other operating income Operating charges

-9 175

-8 363

Services and other goods

3 587

3 280

Renumeration

4 041

3 726

Depreciation and amounts written off

1 530

1344

18

14

-1 498

-1 175

Financial income

26 363

21 736

Financial charges

-14 218

-8 110

Financial result

12 145

13 626

Profit or loss on ordinary activities

10 647

12 452

-10 498

-711

Profit or loss before tax

149

11 741

Income taxes

-49

-25

Profit for the financial year

100

11 716

Other operating charges Operating result

Extraordinary result

- 75 -


Activity of Sioen Industries

Accounting principles

The function of Sioen Industries is essentially to outline the strategy of the four divisions. It also appoints the management of the Group companies and supports the Group companies in the areas of personnel management, financial and treasury management, budgeting and controlling, MIS and IT, and legal affairs.

The accounting principles and translation rules applied to the statutory annual accounts of Sioen Industries are in accordance with Belgian Generally Accepted Accounting Principles.

Statement of capital

Comments The turnover of the holding company increased with 8.9% to EUR 7.5 million. In 2008 the operating loss amounted to EUR 1.5 million, compared with an operating loss in 2007 of EUR 1.1 million. Financial result decreased from EUR 13.6 million in 2007 to EUR 12.1 million in 2008 due to the less value of short term receivables related to Roland International BV, partly compensated by the higher dividend payments from the subsidiaries. All participating interests have been recorded at book value. Extraordinary result for the year 2008 decreased by EUR 9.8 million compared to 2007 due to the less value of financial assets related to Roland International BV.

In accordance with Articles 1 to 4 of the Act of March 2, 1989 concerning the disclosure of important holdings in listed companies and regulating take-over bids, the applicable quotas were set at, one the one hand, 5 percent or a multiple thereof and on the other hand at 3 percent or a multiple thereof. (Article 8 of the Articles of Association). In accordance with Article 4 of the Act of March 2, 1989, the following notifications of shareholdings in the company were received.

Overview of the shareholders Notifier Date of Number of notification shares ‘BT Pension Scheme Trustees Limited’

Percentage with regard to total number of shares

28 May 2008

726 320

3.395%

30 January 2006

12 906 212

60.33%

12 October 2005

726 320

3.395%

Total notifications

14 358 852

67.12%

Sihold NV(1) and companies/parties under the influence of the family Sioen ‘Stichting Shell Pensionfonds’

(1) Sihold N.V. is controlled by Sicorp N.V., which is controlled in turn by the Dutch foundation Stichting Administratiekantoor Midapa.

- 76 -


III. Notes to thetoconsolidated financial VII. Proposals the annual meeting III.1. KEY accounting rules III.1.1. segment information

The proposed net dividend per share is calculated as follows:

Proposals to the Annual Meeting of Sioen Industries n.v. of April 24, 2009

(in EUR)

The board of directors of Sioen Industries proposes to the annual meeting to approve the annual accounts at December 31, 2008 and to consent to the appropriation of profit.

Net dividend per share

0.0600

Withholding tax 25/75

0.0200

Gross dividend per share Pay-out ratio (1)

The profit for the financial year ended is 99 882 EUR, compared to a profit of 11 716 461 EUR for the financial year 2007. The profit brought forward from the previous financial year is 32 352 833 EUR. The profit available for appropriation is consequently 32 452 715 EUR.

Gross dividend in relation to the share of the Group in the consolidated result (1)

The board of directors proposes to appropriate the profit available for appropriation of 32.452.715 EUR as follows: (in EUR) Gross dividends for the 21 391 070 shares -1 711 285.77 Directors’ fees Transfer to the legal reserves Profit to be carried forward

0.0800 50.25%

-200 000.00 -4994.13 30 536 435.12

- 77 -

If this proposal is accepted, the net dividend of 0.0600 EUR per share will be made payable as from May 11, 2009 onwards at the counters of Dexia Bank, ING Bank, Fortis Bank, Bank Degroof and KBC Bank on presentation of coupon n°11.


addresses Sioen Industries - Fabriekstraat 23 - B-8850 Ardooie - Belgium T +32 51 74 09 00 - F +32 51 74 09 64 - corporate@sioen.be - BTW BE 441.642.780 - RPR 0441.642.780 Brugge

COATING SIOEN COATING NV

Fabriekstraat 23 B-8850 Ardooie België

SAINT FRERES SAS

4 route de Ville BP 1F-80420 Flixecourt France

SIOEN COATING DISTRIBUTION NV

Fabriekstraat 23 B-8850 Ardooie België

SIOEN FABRICS SA

Zoning Industriel du Blanc Ballot Avenue Urbino 6B-7700 Mouscron Belgique

(Coating/Weaving/Calendering)

SIOEN FIBRES SA - extrusion

Zoning Industriel du Blanc Ballot Boulevard Métropole 9 B-7700 Mouscron Belgique

SIOEN COATED FABRICS (SHANGHAI) TRADING CO. LTD

Room O, Floor 15, Hengji Building No 99,

Huaihai Road (East) 200021 Shanghai P.R. of China

SIOFAB SA

Indústria de Revestimentos Têxteis Rua da Indústria PT

-4795-074 Vila das Aves Santo Tirso Portugal Santo Tirso

TIS NV

Driehoekstraat 2A B-9451 Haaltert (Kerksken) België

VERANNEMAN TECHNICAL TEXTILES NV

Fabriekstraat 31 B-8850 Ardooie België

PENNEL AUTOMOTIVE SAS

310 Rue d’Alger F-59100 Roubaix France

CHEMICALS EUROPEAN MASTER BATCH NV - E.M.B. NV / Fillink

Rijksweg 15 B-2880 Bornem België

INDUCOLOR SA

Chemin Preuscamps 12 B-7822 Ath (Meslin-L’Evêque) Belgique

RICHARD SAS

Rue lavoisier - zac novo - 59160 lomme

ASTRA COLORANTS SA

20 Avenue maréchal de lattre de tassigny - 69330 meyzieu

APPAREL SIOEN NV

Fabriekstraat 23 B-8850 Ardooie - België

CONFECTION TUNISIENNE DE SECURITE SA – C.T.S. SA

5 Impasse n° 2 Rue 8612 – (Z.I.) La Charguia TN -2035 Tunis Tunisie

GAIRMEIDI CAOMHNAITHE DHUN NA NGALL TEORANTA LTD (Donegal Protective Clothing Ltd –Sioen Ireland) -

Industrial Estate Bunbeg Co. Donegal Ireland

MULLION MANUFACTURING LTD

44 North Farm Road South Park Industrial Estate Scunthorpe North Lincolnshire

DN17 2A Y - UK

SIOEN FRANCE-DIVISION SIP PROTECTION

Pavillon Hermès 110 avenue Gustave Eiffel ZI La Coupe F-11100 Narbonne France

P.T. SIOEN INDONESIA

NUSANTARA BONDED ZONE (KBN) MARUNDA - Jalan Pontianak Block C.2-03

Jakarta 14120 - Indonesia

PT SUNGINTEX

Jalan Raya Narogong Km 12,5 Pangkalan IV Desa Cikiwul Kec. Bantar Gebang Bekasi

Barat 17310 Indonesia

SIOEN FIBRES SA – distribution

Zoning Industriel du Blanc Ballot Boulevard Métropole 9 B-7700 Mouscron Belgique

SIOEN FRANCE SAS

Pavillon Hermès 110 avenue Gustave Eiffel ZI La Coupe F-11100 Narbonne France

SIOEN TUNISIE SA

7 Impasse N° 2 Rue 8612 – (Z.I.) La Charguia TN -2035 Tunis Tunisie

SIOEN ZAGHOUAN SA

Zone Industrielle de Zaghouan TN -1100 Zaghouan Tunisie

SIOEN FRANCE DIVISION VIDAL PROTECTION

Zone Industrielle Le Passage Jean-Rostand BP167 F 81300 Graulhet

SIOEN USA Inc.

c/o Flom, French & Goodwin, L.L.C. 675 Line Road Building 4, Suite B Aberdeen,

NJ 07747 USA

INDUSTRIAL APPLICATIONS COATEX NV

Industriezone Sappenleen Sappenleenstraat 3-4 B-8970 Poperinge België

SAINT FRERES CONFECTION SAS

2 route de Ville BP 37 F-80420 Flixecourt France

SIOEN NORDIFA SA

Rue Ernest Solvay 181 B-4000 Liège Belgique

ROLAND INTERNATIONAL B.V.

Kasteellaan 33 NL -5932AE Tegelen Nederland

ROLTRANS GROUP AMERICA INC.

3212 Pinewood Drive Arlington, Texas 76010 USA 75-1994308 Delaware

Corporation # 2044811

ROLAND PLANEN GMBH

Am Zirkel 8 49757 Werlte Deutschland

ROLTRANS GROUP POLSKA SP.Z.O.O.

Ul. Nadbrzezna 1 PL -62500 Konin Polska

ROLAND UKRAINE LLC

Kievskaya 64-A Rivne Ukraine

ROLAND TILTS UK Ltd

Unit 1 Usher Street Off Wakefi eld Road Bradford BD4 7DS UK

- 78 -


BTW BE 402.753.106

RPR 0402.753.106 Brugge

T +32 51 74 09 00

F +32 51 74 09 64

sioline@sioen.be

TVA FR 76408448850

RCS AMIEN S B 408 448 850

T +33 322 51 51 45

F +33 322 51 51 49

sfe@sioen.com

BTW BE 436.241.167

RPR 0436.241.167 Brugge

T +32 51 74 09 00

F +32 51 74 09 64

sioline@sioen.be

TVA BE 458.801.684

RPM 0458.801.684 Tournai

T +32 56 85 68 80

F +32 56 34 61 31

sioenfabrics@sioen.be

T +32 56 85 01 40

F +32 56 85 01 49

weaving@sioen.be

TVA BE 463.789.464

RPM 0463.789.464 Tournai

T +32 56 48 12 70

F +32 56 48 12 85

fibres.extrusion@sioen.be

T +86 21 63 84 25 21

F +86 21 63 84 27 39

sioen@online.sh.cn

T +351 252 87 47 14

F +351 252 94 29 68

siofab@net.sapo.pt

SOB O N° 4641

NIF 505.046.644

BTW BE 405.085.064

RPR 0405.085.064 Aalst

T +32 53 85 92 20

F +32 53 85 92 56

tis@sioen.be

BTW BE 429.387.623

RPR 0429.387.623 Brugge

T +32 51 24 81 70

F +32 51 22 61 68

info@veranneman.be

TVA FR 53448273615

RCS Roubaix-Tourcoing B 448 273 615 T +33 320 76 21 10

F +33 320 76 21 12

automotive@pennel.sioen.com

BTW BE 421.485.289

RPR 0421.485.289 Mechelen

T +32 3 890 64 00

F +32 3 899 26 03

emb@sioen.be

TVA BE 400.685.125

RPM 0400.685.125 Tournai

T +32 68 25 02 30

F +32 68 55 26 02

inducolor@sioen.be

T +33 320 00 18 88

F +33 320 00 18 80

sa.richard@colorants-richard.com

T + 33 478 31 58 02

F +33 478 04 02 57

contact@astra-colorants.com

BTW BE 478.652.141

RPR 0478.652.141 Brugge

T +32 51 74 08 00

F +32 51 74 09 62

customer@sioen.be

Code TVA 03030 V / A / M / 000

RC B 133171996

T +216 71 77 34 77

F +216 71 78 40 47

cts@sioen.com

VAT IE 4621355M

Company Nr. 78212

T +353 74 953 11 69

F +353 74 953 15 91

ireland@sioen.ie

VAT GB 365.1873.34

Company Nr. 1871440

T +44 1724 28 00 77

F +44 1724 28 01 46

mullion@sioen.com

TVA FR 49300774767

RCS Narbonne B 300 774 767

NPWP 1.068.001.5-052

T +33 4 68 42 35 15

F +33 4 68 42 27 43

sip-protection@sip-protection.com

T +62 21 44853222

F +62 21 44853444

info.marunda@sioenasia.com

T +62 21 825 22 22

F +62 21 825 44 44

indonesia@sioen.com

NP WP 1.068.012.2-407 TVA BE 463.789.464

RPM 0463.789.464 Tournai

T +32 56 85 54 30

T +32 56 34 66 10

distribution@sioen.be

TVA FR 49300774767

RCS Narbonne B 300 774 767

T +33 4 68 42 35 15

F +33 4 68 42 27 43

sioen.france@sioen.com

Code TVA 614715 S / A / M / 000

RC B 19711998

T +216 71 80 75 47

F +216 71 80 92 62

sioen.tunisie@sioen.com

Code TVA 747023 F / A / M / 000

RC B 177132000

T +216 72 68 06 60

F +216 72 68 26 60

sioen.zaghouan@sioen.com

T +33 5 63 34 52 46

F +33 5 63 34 69 99

vidal@sioen.com

T +1 732 441 12 50

F +1 732 441 12 53

cgoodwin@FFG-CPA.com

BTW BE 434.140.425

RPR 0434.140.425 Ieper

T +32 57 34 61 60

F +32 57 33 35 23

coatex@sioen.be

TVA FR 44408449098

RCS Amiens 408 449 098

T +33 322 51 51 70

F +33 322 51 51 79

sfc@sioen.com

TVA BE 474.276.154

RPM 0474.276.154 Liège

T +32 4 252 21 50

F +32 4 253 04 25

nordifa@sioen.be

BTW NL 003812522 B01

HR Venlo 12011983

T +31 77 376 92 92

F +31 77 373 69 66

info@roland-int.org

T +1 817 607 00 80

F +1 817 607 00 88

info@roltrans.com

Ust-id.Nr.: DE 812873033

Osnabrück HR B 1222 96

T +49 59 51 99 55 70

F +49 59 51 99 55 71

info@roland-int.org

NIP 665-100-18-19

RHB 1210

T + 48 632 44 39 25

F +48 632 44 39 21

info@roland-int.org

VAT GB 311746186

Company Nr 1380441

T +38 362 28 65 39

F +38 362 28 65 39

roland@rivne.com

T +44 1274 39 16 45

F +44 1274 30 51 56

info@roland-int.org

- 79 -


definitions

Gross margin % EBITDA EBIT REBIT REBITDA EBT EAT NOPAT EVA ROE ROCE Net cash flow FFO Free operating CF Working capital Capital employed

(Turnover +/- stock movements finished goods - purchases raw materials -/+ stock movements raw materials)/turnover Earnings Before Interest, Taxes, Depreciation and Amortization = Operating result + amortization + provisions for liabilities and other risks + depreciation Earnings Before Interest and Taxes = Operating result EBIT + non recurring result EBITDA + non recurring result Earnings Before Taxes Earnings After Taxes EBIT - Taxes NOPAT - cost of capital at start of the period Net result part of the group / equity at end of previous financial year NOPAT / Capital employed of the period Consolidated net result + depreciation + amortization + provisions for liabilities and charges + deferred taxes Net result + depreciations + provisions for liabilities and taxes + amortization + deferred taxes Funds from operations - funds from investing activities Financial fixed assets + current assets (minus cash deposits and cash equivalents) – non financial debt up to one year - accrued charges and deferred income Working capital + tangible and intangible fixed assets + goodwill

- 80 -


Annual report 2008 Financial