Annual Report 2013 - Kardex€¦ · return on capital employed (ROCE) stood at 28.7% (previous year: 21.2%). Financial year 2013: Kardex completes its strategic realignment and is

2013Annual Report

Kardex Groupat a glance

40

30

20

10

0

– 10

40

30

20

10

0

– 10

Operating result (EBIT) in EUR millions

09 10 11 12 13*

09 10 11 12 13

140

100

60

20

–20

– 60

Net Cash/Equity in EUR millions

Net cash Equity

2009 financial accounting applied to IFRS, since 2010 to Swiss GAAP FER.

09 10 11 12 13

500

400

300

200

100

0

Kardex Remstar Kardex Mlog

(2010: May to December) Kardex Stow

(2013: January to July)

Net revenues by division in EUR millions

Europe, Middle East and Africa Americas Asia/Pacific

Net revenues by regions (continued) Business year 2013 in %

5.6

13.0

81.4

Kardex Remstar Kardex Mlog

Segment net revenues (continued) Business year 2013 in %

22.1

77.9

Net cash flow from operating activities in EUR millions

* without gain of sale of the Kardex Stow Division

09 10 11 12 13

6.3

–2.2

10

.4

27.

6

29

.0

25

.6

10

.2

31

.4

36

.3

–3.4

Highlights and key figures in 2013

Kardex Group successfully completes strategic realignment

Kardex Remstar profits from efficiency improvements and increases EBIT margin to 10.2%

Kardex Mlog achieves turnaround and returns to profitability

Sale of Kardex Stow strengthens balance sheet and allows special dividend

Key figures

EUR millions

1 January to 31 December 2013 2012 +/– %

Bookings 410.7 102.9% 489.7 101.1% –16.1%

Order backlog (31 December) 105.2 26.3% 154.9 32.0% –32.1%

Net revenues 399.3 100.0% 484.4 100.0% –17.6%

Gross Profit 113.7 28.5% 118.4 24.4% –4.0%

OPEX 84.7 21.2% 90.8 18.7% –6.7%

Gain of sale of the Kardex Stow Division 8.8 2.2% – – n. a.

Operating result (EBIT) 37.8 9.5% 27.6 5.7% 37.0%

EBITDA 46.1 11.5% 37.7 7.8% 22.3%

Result for the period 31.5 7.9% 21.4 4.4% 47.2%

Earnings per share (EUR) 4.08 2.77 47.3%

Free cash flow 93.9 28.4 230.6%

ROCE (continued operations) 28.7% 21.2% 35.4%

31.12.2013 31.12.2012 +/– %

Net working capital 54.4 72.1 –24.5%

Net cash 77.0 12.4 521.0%

Equity/Equity ratio 106.9 55.9% 85.4 36.2 % 25.2%

Employees (full-time equivalents) 1 447 2 062 –29.8%

The Kardex Group is a global industry partner for intra-logistic solutions and a leading

supplier of automated storage solutions and materials handling systems. The Group

consists of the two entrepreneurially managed divisions Kardex Remstar and Kardex Mlog.

Kardex Remstar develops, produces and maintains shuttles and dynamic storage and

retrieval systems, and Kardex Mlog offers integrated materials handling systems and

automated high-bay warehouses.

The two divisions are partners for their customers over the entire lifecycle of a product

or solution. This begins with an assessment of customer requirements and continues via

the planning, realization and implementation of customer-specific systems through to

ensuring a high level of availability and low lifecycle costs by means of customer-oriented

lifecycle management.

Around 1 500 employees in over 30 countries worldwide work for the companies of

the Kardex Group.

Kardex AG has been listed on the SIX Swiss Exchange since 1987.

1

04

08

12

16

20

45

81

94

Report to the shareholders

Information on the Kardex share

Division Kardex Remstar

Division Kardex Mlog

Corporate Governance

Financial reporting Kardex Group (Consolidated)

Financial reporting Kardex AG (Holding)

Group companies, addresses and contacts

On the pictures in this report:

Across the globe Kardex products and services are making the handling and storage of

goods and materials more efficient. Familiar comparisons are used to tangibly underline

the defining features of Kardex solutions and to demonstrate the advantages of modern

storage systems and material handling systems.

Contents

The Annual Report is published in German and English.

The financial section is published in English only.

Figures indicated in brackets refer to the previous year.

2

3

4


Dear shareholders,

In the 2013 financial year, the Kardex Group completed the restructuring process

begun in 2011, as well as its strategic realignment. Kardex is now well positioned

to achieve organic growth in its two divisions, Kardex Remstar and Kardex Mlog.

During the year under review, the Kardex Stow Division was sold, Kardex Mlog was

successfully turned around, and further investment was made in the future growth

of Kardex Remstar. Despite the divestment of Kardex Stow as of 31 July 2013, the

Group was able to exceed the previous year�s operating result. The Board of

Directors will propose to the Annual General Meeting that an ordinary dividend of

CHF 1.25 per share should be paid, together with the entire book gain from the

sale of Kardex Stow based on the consolidated group result, which corresponds to a

dividend of CHF 1.40 per share.

The consolidated annual result of the Kardex Group is not comparable with the

figure for the previous year, since the results for Kardex Stow are included only until

the end of July 2013. The Kardex Group reported bookings of EUR 410.7 million in

the year under review, and net revenues came to EUR 399.3 million. EBIT of EUR

37.8 million includes a book gain of EUR 8.8 million from the sale of the Stow

Division. The net result was EUR 31.5 million. This represents earnings per share

of CHF 4.95.

Taking into account the pro forma accounting for the continuing operations (see

segment reports), i.e. excluding the Stow results, the figures are comparable to

those for the previous year. Bookings for both divisions thus picked up again after a

weaker second half of 2012 to reach EUR 301.5 million, which is nearly the same

as the previous year (EUR 305.2 million). At the end of 2013, the order backlog of

EUR 105.2 million was also similar to the previous year�s (EUR 106.3 million). Net

revenues of EUR 302.1 million were down 1.9% compared with the strong sales

recorded in the previous year, but the year-on-year shortfall of 6.1% that existed on

30 June 2013 was almost eliminated in the second half of the year. The operating

result (EBIT) of EUR 24.2 million corresponds to an EBIT margin of 8.0%, up

30.8% on the previous year (EUR 18.5 million). This big improvement is due in

particular to the turnaround of Kardex Mlog (+EUR 4.2 million), as well as to a

further increase in the profitability of Kardex Remstar (EBIT margin 10.2%). The

return on capital employed (ROCE) stood at 28.7% (previous year: 21.2%).

Financial year 2013: Kardex completes its strategic realignment and is ready to grow organically

� Kardex completes its strategic realignment�

5

The 2013 financial year began rather sluggishly for Kardex Remstar. This was

owing to a cautious attitude to ordering in most industrial markets from mid-

2012 onwards. Bookings and revenue growth started to recover in spring, and the

shortfall in the first half was nearly compensated by the end of the year. Rev-

enues of EUR 235.4 million in the Kardex Remstar Division were slightly below

the figure for the previous year (EUR 236.7 million), but at the end of the year

the order backlog of EUR 75.1 million was up by 8.2%. Overall, bookings rose by

3.3% to EUR 241.4 million. In 2013 the service business generated 28.6% of

revenues (previous year: 27.9%). The operating result of EUR 24.0 million for

Kardex Remstar is up 3.9% on the previous year and represents an EBIT margin of

10.2%, resulting in particular from further efficiency improvements along the

entire value chain.

In 2013 Kardex Remstar invested significantly in its future growth. The sales

department took on more staff and was restructured in Asia/Pacific. At the same

time, a new vertical carousel for smaller loads was successfully launched on the

market, thus further expanding this product family. In addition, further steps on the

way to changing Kardex Remstar from a product manufacturer into a solutions

provider were demonstrated at a variety of trade fairs and customer events. In July

2013, the spare parts centre for Europe came into operation at the Bellheim site.

This will enable the Group to make further efficiency improvements and provide

enhanced customer service.

Kardex Mlog reported 6.0% lower revenues than in the previous year at EUR 67.0

million. At EUR 60.6 million, bookings were also 16.1% below the previous year�s

figure. This development was due not so much to market conditions as to the

company�s efforts to improve its strategic product mix and, above all, the risk

management. The gross profit for greenfield installations and modernization

business was therefore significantly higher than in the same period of the previous

year. The service business also grew as planned to 17.6% of revenues (previous

year: 15.7%), up 5.8% on the previous year. At EUR 1.2 million (previous year:

EUR –3.0 million), operating profit was positive – although only to a modest extent

– for the first time since the company was purchased in 2010. Thanks to the

provisions made in the previous year, it was possible in the year under review to

settle almost all the issues still outstanding from the problem projects of previous

years. Collaboration with Kardex Remstar was intensified thanks to the successful

integration of the Remstar order picking software into stand-alone systems of

Mlog (M-Dynamic product family).

Kardex Remstar profits from efficiency improve-ments

Turnaround achieved at Kardex Mlog

6

The Kardex Stow Division, part of the Kardex Group only until 31 July 2013,

contributed net revenues of EUR 98.0 million and an operating result of EUR 4.8

million. Sales were thus slightly lower than in the corresponding previous year

period, while the EBIT margin was unchanged at 4.9%.

As has already been reported, the Board of Directors of Kardex AG reviewed all the

strategic options for Kardex Stow in the previous year. The sale of this division to

the French-based Averys Group, as announced on 8 May 2013 and completed on

31 July 2013, opens up new prospects for the Stow business. The two companies

are a good fit both geographically and productwise.

The Kardex Group gained a cash inflow of EUR 76.9 million gross from the sale,

including the repayment of the intercompany debt, and a book gain of EUR 8.8

million. This divestment gain is obtained after adjusting for goodwill of EUR 23.1

million already written off in accordance with Swiss GAAP FER. At an extraordinary

general meeting held on 25 September 2013, the distribution of a special divi-

dend of CHF 4.00 per share from capital contributions was approved. This is

roughly equivalent to the capital generated by the capital increase in September

2011, which is thus being returned to the shareholders. Furthermore, the Group�s

remaining bank debts of EUR 10 million was repaid.

The divestment of Kardex Stow also completed the strategic realignment of the

Kardex Group that began in 2012. The focus on automatic storage systems and

material flow solutions by the two entrepreneurially managed divisions Kardex

Remstar and Kardex Mlog, together with the associated service business, is

helping to achieve strong customer retention and attractive returns on capital

employed. Kardex intends to invest its unappropriated funds in a careful and

focused manner in order to continue expanding its already strong market position in

this attractive and growing industry.

The strong balance sheet and further progress in capital management provide room

for manoeuvre and increased flexibility. The accounts receivable and inventories of

Kardex Remstar and Kardex Mlog fell by a further EUR 3.2 million (4.0%). On the

liabilities side, accelerated payments of suppliers invoices resulted in an additional

income of EUR 1.2 million from early payment discounts.

Despite the distribution of the ordinary dividend of EUR 7.5 million in April 2013

and the special dividend of EUR 25.2 million in October 2013, the net cash

position rose to EUR 77.0 million at the end of the year. This was owing to net

cash inflow of EUR 36.3 million from operations and in addition the net cash

inflow of EUR 63.9 million from the sale of Stow. The Group�s equity ratio stood at

solid 55.9% as at 31 December 2013 (31 December 2012: 36.2%).

Kardex Stow sold on 31 July 2013

Completion of the strategic realignment

Further improvements in capital management


7

The Board of Directors of the Kardex AG has reviewed its dividend policy in view

of the results achieved and the further increase in the balance sheet total follow-

ing the sale of Kardex Stow. It is adhering to the current payout ratio of a maxi-

mum of 35% of operating profit, and will therefore propose to the Annual General

Meeting to declare a dividend of CHF 1.25 per share, which will be paid out from

the capital contribution reserve and is therefore tax free for Swiss individuals.

Furthermore, the Board of Directors is proposing to pay out the entire book gain of

EUR 8.8 million, or CHF 1.40 per share, from the sale of the Kardex Stow

Division to the shareholders (also from the capital contribution reserve).

Thanks to the healthy order backlog and the groundwork already completed, the

Board of Directors and Executive Committee are cautiously optimistic about the

2014 financial year. Kardex Remstar should be able to grow again while holding

its gross margin at the previous year�s level. Kardex Mlog needs to reinforce the

turnaround and demonstrate the sustainability of its business model for 2014.

We should like to thank all our business partners and shareholders for their

confidence in the Kardex Group, and all our employees for their valuable efforts

over the past financial year.

Philipp Buhofer Felix Thöni Chairman of the Board of Directors Executive Director

Proposals to the Annual General Meeting

Cautiously optimistic outlook

Acknowledgements

8


2013 2012 2011 2010 2009

Par value per share (CHF) 11.00 11.00 11.00 11.00 11.00

Total registered shares 7 730 000 7 730 000 7 730 000 5 627 453 5 627 453

Number of treasury shares – 21 500 3 149 15 364 57 573

Number of dividend – bearing shares 7 730 000 7 708 500 7 726 851 5 612 089 5 569 880

Registered capital (CHF 1000) 85 030 85 030 85 030 61 902 61 902

Conditional capital (CHF 1000) – – – 9 900 9 900

Authorized capital (CHF 1000) – – 7 823 – –

Total voting rights 7 730 000 7 708 500 7 726 851 5 612 089 5 569 880

CHF 2013 2012 2011 2010 2009

Share price high 44.35 26.70 32.00 39.25 36.35

Share price low 23.05 11.65 10.60 23.10 21.00

Closing rate 39.20 24.40 11.95 30.30 33.45

Average volume per trading day (no. of shares) 23 239 30 242 11 617 7 712 8 692

Market capitalization – CHF million (31.12.) 303.02 188.61 92.37 170.51 188.24

CHF 2013 2012 2011 2010 2009¹

Earnings per share (EPS)2 – basic 4.95 3.34 0.59 –2.25 0.21

Earnings per share (EPS)2 – diluted 4.95 3.34 0.59 –2.25 0.21

Price earning ratio (closing rate) 7.93 7.32 24.97 – 156.44

Operating cash flow 5.78 4.90 –0.54 2.51 6.87

Free cash flow 14.95 4.42 –1.25 –4.62 4.81

Dividend3 1.25 1.20 – – –

Extraordinary dividend3 1.40 4.00 – – –

Equity 16.89 13.35 10.20 8.03 25.86

The registered shares of Kardex AG are traded in the Domestic Standard of Six

Swiss Exchange in Zurich. They are contained in the SPI (Swiss Performance Index).

Stock exchange symbol: KARN; Swiss securities number: 10083782; ISIN number:

CH0100837282; Bloomberg: KARN SW Equity; Reuters: KARN.S. Current prices

can be seen at www.kardex.com.

Share capital and capital structure

Key stock exchange figures per share

Key figures per share


¹ In 2009 financial accounting was in accordance with IFRS, since 2010 in accordance with Swiss GAAP FER.2 Calculated by the generally accepted method (net result/average number of outstanding shares).3 2013: Dividend and extraordinary dividend funded by withdrawal from the capital contribution reserve as proposed to the

Annual General Meeting held on 24 April 2014.

9

The value of a Kardex share rose by 60.6% from CHF 24.40 to CHF 39.20 in

2013. In the year under review, Kardex paid a dividend of CHF 1.20 per share in

April and an extraordinary dividend of CHF 4.00 per share in September following

the sale of the Stow Division. Both payouts were made from the reserves from

capital contribution. The overall performance for the year as a whole was 82%.

As at 31 December 2013, there were 1 745 shareholders (1 397) entered in the

share register. The following shareholders held 3% or more of the outstanding

share capital of Kardex AG at year end:31.12.2013 31.12.2012

Buru Holding and Philipp Buhofer 22.9 % 22.6 %

LB (Swiss) Investment AG 3.0 % 4.4 %

Kardex AG

Thomas Reist, Head of Finance and Controlling

Edwin van der Geest, Investor Relations

Tel. +41 44 419 44 79

[email protected]

Ursula Bareth, Corporate Office

Tel. +41 44 419 44 79

Calendar of events for Investor Relations

2014 Annual General Meeting 24 April 2014

2014 Interim Report 21 August 2014

2015 Media and analysts� conference 12 March 2015



Share price performance

Shareholder structure

Contact

Contact share register

Corporate Calendar

Kardex AG (Holding) share On SIX Swiss Exchange 1.1.2013 to 28.2.2014 based on the weekly closing price in CHF

Registered shares of Kardex AG (KARN) Swiss Performance Index (SPI)

CHF

45

40

35

30

25

Jan. Feb. March April May June July Aug. Sept. Oct. Nov. Dec. Jan. Feb.

10

11

Dynamism, efficiency and

optimum use of space –

a superlative experience for

passengers on state-of-the art

mega-rides. An absolute must

for Kardex Remstar�s intralo-

gistics solutions too, and an

essential part of process

optimization for customers.

12

During the 2013 financial year, Kardex Remstar succeeded in consolidating its market leadership position by extending its innovative product portfolio, focus-ing on customer proximity and effecting further operational improvements. In a challenging market environment, demand for dynamic storage and retrieval systems increased during the course of the year, reaching a high level in the fourth quarter. Given a slight year-on-year drop in revenues, the overall result was a solid EBIT margin of 10.2%.

Upwards revenue trend throughout the year

The Kardex Remstar Division posted revenues of EUR 235.4 million, almost on

a par with last year�s figure of EUR 236.7 million. The order backlog at the start of

the year was lower than in previous years, while at the same time the industry and

most of Kardex Remstar�s markets were visibly restrained during the first few

months of 2013. Normality gradually returned, with above-average sales recorded

in the fourth quarter. At the end of the financial year, the order backlog stood at

EUR 75.1 million, around 8% higher than the previous year.

Operating profit tops 10%

Thanks to high-quality orders, operational improvements and efficient cost manage-

ment, the division achieved a good result in the 2013 financial year. The operating

result of EUR 24.0 million was 3.9% up on last year and equates to a solid EBIT

margin of 10.2%. With its modern product portfolio and high degree of customer

proximity, Kardex Remstar is well positioned to react flexibly to any market changes

that may occur.

A strong euro intensifies competitive pressure

Strong competition continues to dominate Kardex Remstar�s markets, exacerbated

by the strength of the euro compared with the US dollar during the year under

review. In the EMEA region, which saw moderate growth, demand was good. In

America demand was positive in local currency, but was slightly down after adjust-

ment for currency factors. In terms of projects, highlights of the 2013 financial year

included successful solutions for e-commerce centres and the pharmaceutical

industry.

In the US, further efforts were undertaken to optimize sales structures in order to

tap into the market with greater focus. This has created the basis for enabling the

US business to grow over the next few years. In the Asia/Pacific region, the new

management structure is proving its worth, and Kardex Remstar intends to expand

these markets further in the years ahead.

Division Kardex Remstar

Kardex Remstar: Improved result in a chal-lenging market environment

13

Further steps towards becoming a solutions provider

One of Kardex Remstar�s key success factors is ongoing innovation aimed at

developing customer-specific, value-added solutions. At LogiMAT, Europe�s fore-

most intralogistics trade fair, the applications on display were well received. As well

as boosting Kardex Remstar�s market reputation, this laid the foundations for

winning some very interesting projects in the second half of the year. A new vertical

carousel for smaller loads was also launched in the first half of the year, thus

expanding the product family of automated vertical carousels. Since the fourth

quarter of 2013, the new Shuttle XP 1000, a vertical lift system with a maximum

load of 1000 kg per tray, has completed the extensive shuttle range. These new

products enable Kardex Remstar to offer competitive customer applications in an

area previously dominated by its competitors.

Stabilizing effect of service business

In the period under review, the service business became increasingly important.

Accounting for 28.6% of revenues (previous year: 27.9%), it once again demon-

strated its stabilizing, recession-resilient nature. In addition to this increase in

revenues, it succeeded in further increasing service quality, thus setting itself apart

from the competition. One key step in this process came in July 2013, with the

opening of a central spare parts centre for Europe at Bellheim.

Outlook for 2014

The groundwork for Kardex Remstar�s growth completed in the year under review

should have a positive effect in the current financial year. Overall, Kardex Remstar

is well positioned with its high market share and should be able to further improve

sales and to consolidate its profitability levels.

77.7

7.2

15.1

Europe, Middle East and Africa Asia/Pacific Americas

Net revenues by market regions – Kardex Remstar Business year 2013 in %

Consolidated key figures for the Kardex Remstar Division

EUR millions 2013 2012 +/– %

Bookings 241.4 102.5% 233.7 98.7% 3.3%

Order backlog (31 December) 75.1 31.9% 69.4 29.3% 8.2%

Segment net revenues 235.4 100.0% 236.7 100.0% –0.5%

Operating result (EBIT) 24.0 10.2% 23.1 9.8% 3.9%

EBITDA 29.4 12.5% 28.9 12.2% 1.7%

Employees (full-time equivalents on 31 December) 1 198 1 168

14

Acceleration, coordination and

precision – confidence in these

factors attracts millions of

people onto amusement park

rides each year. The same

applies to the 1 000 or more

Kardex Mlog warehouse storage

and retrieval systems used each

day.

15

16

Division Kardex Mlog

Kardex Mlog produces and distributes high-quality automated stacker cranes and materials handling systems, primarily in Germany but also in other European coun-tries. With the change process initiated in recent years and an associated focus on less complex greenfield and modernization projects and service offerings, Kardex Mlog returned to profitability. Revenues of EUR 67.0 million generated a positive operating result of EUR 1.2 million.

Reorganization proves its worth

Introduced in 2011, the transformation process to shift Kardex Mlog�s strategic

alignment to improved risk management and reduce its reliance on the systems

business has begun to pay off. It is now focusing on modernization projects and

standardized modular industry solutions, complemented by end-to-end service

offerings. Overall, these steps have led to a considerable reduction in complexity at

all levels, an improved risk profile and sustainable improvement in financial results.

In the year under review, Kardex Mlog reaped the benefits of this reorganization

and saw a return to profitability.

Remarkable increase in EBIT

In the 2013 financial year, Kardex Mlog reported revenues of EUR 67.0 million –

6% down on the previous year. At the end of the year, bookings stood at EUR 60.6

million, 16% less than 12 months previously. However, the breakdown of revenues

and order backlog has improved considerably since the company has refined its

product mix and optimized risk management as part of the repositioning process.

This approach is reflected in a considerably higher gross profit of EUR 10.6 million

(15.8%). In conjunction with further efficiency increases and cost reductions, this

led to a better operating result (EBIT), which improved from EUR –3.0 million the

previous year to EUR +1.2 million. This equates to an EBIT margin of 1.8%. This

figure includes restructuring expenses of EUR 0.5 million for streamlining opera-

tions and reducing the headcount. With the provisions set aside the year before, it

was possible to solve most of the issues relating to the previous year�s problem

projects.

Solid demand

Accounting for 81% of revenues, Germany remains Kardex Mlog�s most important

market. However, during the year under review demand remained good not only in

the domestic market but also in neighbouring countries. From an industry point of

view, the pharmaceutical sector in particular contributed to a solid result. In the

second half of the year, bookings were slightly up on the first six months – an

indication of positive economic prospects in the company�s key markets. A good

seven months� worth of orders were on hand at the end of the financial year.

Kardex Mlog: Reorganization starts to bear fruit

17

Consolidated key figures for the Kardex Mlog Division

EUR millions 2013 2012 +/– %

Bookings 60.6 90.4% 72.2 101.3% –16.1%

Order backlog (31 December) 30.3 45.2% 37.0 51.9% –18.1%

Segment net revenues 67.0 100.0% 71.3 100.0% –6.0%

Operating result (EBIT) 1.2 1.8% –3.0 –4.2% n.m.

EBITDA 1.8 2.7% –2.4 –3.4% n.m.

Employees (full-time equivalents on 31 December) 242 255

Promising product launches

At LogiMAT 2014, Europe�s foremost logistics trade fair, Kardex Mlog presented

a whole range of developments that set new standards in terms of space efficiency

and performance. In the form of MSpacer, technology was presented that can

significantly reduce the amount of unused storage space in high-bay warehouses.

The new MMove, a shuttle-vehicle for pallets facilitates particularly compact,

dynamic storage solutions. Its ultra-slim profile means that a large amount of

available storage space can be used, while at the same time its lightweight design

and efficient drive technology give it excellent acceleration qualities. The

M-Dynamic range was expanded in the fourth quarter of 2013 in collaboration

with Kardex Remstar. Thanks to the successful integration of Kardex Remstar�s

order picking software into Mlog�s stand-alone systems, cooperation between the

two divisions has intensified with the intention of also selling these Mlog products

via the Kardex Remstar worldwide distribution network in the future.

Service and modernization business continues to grow

Great importance is being attached to expanding the service business. Revenues

from service offerings increased once more in 2013, by around 6% from EUR 11.2

million to EUR 11.8 million, thus achieving a revenue share of 17.6%. Closer

collaboration with existing customers is also paying off, and has led to an above-

average increase in revenues from modernization projects of more than 50%

compared with the previous year.

Outlook for 2014

Kardex Mlog aims to confirm its turnaround in 2014, continuing to focus on life

cycle management and improving its strategic product mix during the current

financial year. However, further efficiency gains are additionally needed to offset

rising costs at the German production site and achieve the goal in the medium

term of a 4% – 6% EBIT margin.

94.3

5.7

Europe, Middle East and Africa Americas

Net revenues by market regions – Kardex Mlog Business year 2013 in %

18

19

Maximum availability, constant

operational safety and ongoing

modernization – key features of

very expensive mega-rides.

Kardex� life cycle management

meets these customer require-

ments worldwide.

20


The Kardex Group is committed to the recognized principles of responsible corporate governance as published by economiesuisse in the Swiss Code of Best Practice for Corporate Governance. By acknowledging these principles, the Group�s aim is to strengthen and increase confidence on a lasting basis in management and corporate policies which are pursued in the interests of present and future shareholders, inves-tors, employees, business associates and the general public. Through defined inter-nal controls and mechanisms for the monitoring of business processes, the Group seeks to achieve risk-controlled decisions and results and has set itself the goal of ensuring comprehensive, transparent communication with all stakeholder groups. The principles of corporate governance at the Kardex Group are enshrined in its Arti-cles of Incorporation, Organizational By-Laws, Code of Conduct and other guidelines. The Group publishes further details on its website at www.kardex.com.

In the following section, as required by the guidelines of SIX Swiss Exchange, the

Kardex Group provides information about its corporate governance. The information

is organized as in the guidelines. To avoid redundancy and in the interests of

readability, there are several cases where the reader is referred to other places in the

Annual Report or other Kardex Group publications. Any significant changes occurring

between the balance sheet date and this report going to press have been noted.


21

1. Group structure and shareholders

1.1.1 Structure of Group operations

The Kardex Group is divided into the two divisions or segments Kardex Remstar

and Kardex Mlog. Kardex Stow, which previously operated as the third division or

segment, was disposed of during the year under review.

The Kardex Group is led by the Board of Directors and the Executive Committee,

which is headed by Felix Thöni as Executive Director. Additional members of the

Executive Committee are the heads of division of Kardex Remstar and Kardex Mlog.

The former head of division of Kardex Stow, the division which has been sold, and

the former Chief Financial Officer (CFO), whose position was abolished as part of

the restructuring, left the Executive Committee in the course of the financial year.

The Executive Committee is now assisted by the Head of Finance and Controlling of

the holding company, although he is not a formal member.

The division of responsibilities between the Board of Directors, the Executive

Director and the Executive Committee is explained in section 3.5, page 32.

1.1 Group structure

Kardex Remstar Division Dynamic storage and retrieval systems

Kardex Mlog Division Automated warehouse and materials handling systems

Executive Committee Group functions

Board of Directors Committees: Audit Committee Compensation and Nomination Committee

22


1.1.2 Listed company in scope of consolidation

Company Kardex AG

Registered office Zurich, Switzerland

Listed at SIX Swiss Exchange

Swiss security no. 10083782

ISIN CH0100837282

Symbol KARN

Market capitalization as at 31 December 2013 CHF 303.0 million

Kardex AG is a public limited company under Swiss law and is headquartered in

Zurich, Switzerland. The registered shares of Kardex AG are traded according to the

Domestic Standard of the SIX Swiss Exchange in Zurich. The par value per share is

CHF 11.00. The other companies in the scope of consolidation are not listed.

1.1.3 Non-listed companies in scope of consolidation

The directly and indirectly held companies of the Kardex AG within the scope of

consolidation of Kardex Group are listed in the notes to the consolidated financial

statements on pages 75 to 76 of the Annual Report.

As at 31 December 2013, there were 1 745 shareholders (1 397) entered in the

share register. The registered shares are held largely by private shareholders who are

in most cases resident in Switzerland.

As at the balance sheet date (31 December 2013), the following shareholders (in

terms of capital held) had stakes equalling or exceeding 3%:

BURU Holding and Philipp Buhofer 22.9%

LB (Swiss) Investment AG 3.0 %

Neither the company nor any of its subsidiaries held shares in Kardex AG at the

balance sheet date (previous year: 0.3%).

Shares pending registration of transfer amounted to 35.5% of the total as at

31 December 2013 (previous year: 28.1%).

Reports on significant shareholders or groups of shareholders filed with the company

and the Disclosure Office of SIX Swiss Exchange Ltd in accordance with article 20

SESTA can be viewed on the Disclosure Office�s publication platform at http://www.

six-exchange regulation.com/ obligations/disclosure/ major_ shareholders_ en.html.

There are no cross-shareholdings.

1.2 Significant shareholders

22.9

74.1

3.0

1.3 Cross-shareholdings

BURU Holding und Philipp Buhofer LB (Swiss) Investment AG Other shareholders

23

2. Capital structure

Share capital and capital structure

2013 2012 2011 2010 2009

Par value per share (CHF) 11.00 11.00 11.00 11.00 11.00

Total registered shares 7 730 000 7 730 000 7 730 000 5 627 453 5 627 453

Number of treasury shares – 21 500 3 149 15 364 57 573

Number of dividend – bearing shares 7 730 000 7 708 500 7 726 851 5 612 089 5 569 880

Registered capital (CHF 1000) 85 030 85 030 85 030 61 902 61 902

Conditional capital (CHF 1000) – – – 9 900 9 900

Authorized capital (CHF 1000) – – 7 823 – –

Total voting rights 7 730 000 7 708 500 7 726 851 5 612 089 5 569 880

Price per share

The key share figures are shown on page 8 of this Annual Report.

The company had ordinary capital of CHF 85 030 000 (number of shares

7 730 000) as at 31 December 2013.

The company had no conditional or authorized capital as at 31 December 2013.

For an overview in table form of the capital changes during the financial years

2009–2013, please see the table �Share capital and capital structure� on page 8.

2.1 Ordinary capital

2.2 Conditional and authorized capital

2.3 Changes in capital

24


The 7 730 000 registered shares of Kardex AG have a nominal value of CHF 11.00

each and each registered share corresponds to one vote at the General Meeting

(�one share – one vote� principle) and is eligible for dividends. The right to apply the

special rules concerning treasury shares held by the company is reserved, particularly

in relation to the exception from the entitlement to dividends.

As a rule, up to 35% of the operating result (net profit based on the consolidated

group result) for the period is to be distributed to shareholders in accordance with a

proposal of the Board of Directors to the Annual General Meeting.

Kardex AG had no profit participation capital as at 31 December 2013. Kardex AG

had issued no profit participation certificates as at 31 December 2013.

The registered shares of Kardex AG may be purchased by any legal or natural

person. Nominee registrations are permitted. The purchasing of shares is subject to

the following limitations on nominee registrations:

The company may refuse registration as a shareholder with voting rights in the

share register if upon request the purchaser does not expressly declare that they

hold the shares in their own name and for their own account. The Board of

Directors is entitled to delete an entry in the share register with retroactive effect

from the date of that entry if such entry was based on false information. It may

hear the shareholder or beneficiary in question in advance. Evidence of purchase is

also required.

The aforementioned limitations on nominee registrations are explicitly laid down

in § 3c, paras. 4 and 5 of the Articles of Incorporation. These provisions of the

Articles of Incorporation may be rescinded by a simple decision of the General

Meeting. The foregoing applies subject to any restrictions on transferability

imposed by the law. No exceptions were granted in the year under review.

As at 31 December 2013, Kardex AG had no convertible bonds or options out-

standing.

2.4 Shares and participation certificates

2.5 Profit participation certificates

2.6 Restrictions on transferability and nominee registrations

2.7 Convertible bonds and options

25

3. Board of Directors

The Board of Directors of Kardex AG currently consists of four non-executive mem-

bers and one executive member. The Articles of Incorporation stipulate between

three and seven members. The non-executive members are independent in the sense

of the Swiss Code of Best Practice for Corporate Governance and, with the exception

of Philipp Buhofer, who served as Chairman of the Board of Directors from the

General Meeting held on 26 April 2011 to the General Meeting held on 24 April

2012 as well as on the Executive Committee, have not served on either the man-

agement of Kardex AG (holding company) or the management board of any subsid-

iary during the past three years. They have no business interest with the Kardex

Group. Felix Thöni as President of the Executive Committee is an executive member

of the Board of Directors and as such not independent in the sense of the Swiss Code

of Best Practice for Corporate Governance. He has been performing this function

since the General Meeting of 24 April 2012. The tasks of the Executive Committees

are described in section 3.5 on page 32. The Board of Directors consists of the

following members:

3.1 Members of the Board of Directors

From left to right:Jakob Bleiker,Walter T. Vogel,Philipp Buhofer,Felix Thöni,Ulrich J. Looser

26


Philipp Buhofer

Member of the Board of Directors since 2004, term expires April 2014

Chairman of the Board of Directors since the Annual General Meeting 2011

1959, Swiss citizen, HWV Horw/Lucerne

Since 1997 Independent entrepreneur

1997–2002 EPA AG, Delegate and Chairman of the Board of Directors

1987 – 1997 EPA AG, purchasing and sales and member of Executive Management

1984 – 1987 Metro International, Baar, Düsseldorf and Hong Kong, procurement

and marketing

Walter T. Vogel


Vice Chairman of the Board of Directors since the Annual General Meeting 2012

1957, Swiss citizen, grad. mechanical engineer, ETH Zurich

Since 2007 CEO Aebi-Schmidt Group

2003 – 2007 CEO Von Roll Holding AG

1999 – 2003 Von Roll Group, Head of the Infratec Division and

member of Group management

1995 – 1999 HILTI AG, Head of Direct Fastenings Business Unit and

member of extended Group management

1992 – 1995 Aliva AG, Director of Marketing and Sales and

member of Executive Management

Jakob Bleiker

Member of the Board of Directors since Annual General Meeting 2012,

term expires April 2014

1957, Swiss citizen, grad. phys. ETH lic. oec. HSG

Since 2011 Bosch Packaging Technology: Manager Confectionery and Food

division

2004 – 2011 Manager Bosch Packaging Systems division

2002 – 2003 Manager Business Unit Sigpack Service and Specialty Market

1998 – 2002 Sulzer Textil AG, Manager Customer Support Service/member of the

Executive Board

1988 – 1998 Sulzer Group, various management functions

1986 – 1987 Kannegiesser Maschinen AG, Ziefen BL

27

Ulrich Jakob Looser

Member of the Board of Directors since Annual General Meeting 2012,

term expires April 2014

1957, Swiss citizen, grad. phys. ETH, lic. oec. HSG

Since 2009 Berg Looser Rauber & Partners, partner (BLR & Partners)

2001 – 2009 Accenture, 2005 – 2009 Chairman Accenture AG (Switzerland)

1987 – 2001 McKinsey & Company Inc; partner (since 1993)

1983 – 1984 Spectrospin AG (Fällanden); software development

Felix Thöni

Executive Director since the Annual General Meeting 2012, term expires

April 2014

Vice Chairman of the Board of Directors from the Annual General Meeting 2011

to the Annual General Meeting 2012

1959, Swiss citizen, Dr. oec. HSG

Since 2010 Management Consultant, Cham

2003 – 2009 CFO Charles Vögele Group, Pfäffikon

1992 – 2002 CFO Gavazzi Group, Steinhausen

1988 – 1991 Area Controller, Schindler Management AG, Ebikon

Philipp Buhofer

Other directorships with listed companies:

Chairman of the Board of Cham Paper Group Holding AG, Cham; Chairman of the

Board of Rapid Holding AG, Dietikon

Other directorships with non-listed companies:

Executive Director of BURU Holding AG, Hagendorn;

Chairman of the Board of Lorzengrund Immobilien AG, Hagendorn

Vice Chairman of the Board of DAX Holding AG, Hagendorn

Walter T. Vogel

Other directorship with non-listed company:

Stadler Stahlguss AG, Biel

Jakob Bleiker


Chairman of the Board of IQ-Plus Holding AG, Winterthur

Ulrich Jakob Looser

Other directorship with listed company:

Straumann Holding, Basel;

Other directorships with non-listed companies:

Bachofen Group, Uster; Econis, Dietikon; Stellba, Dottikon; Balgrist Tec, Zurich

3.2 Other activities and interests

28


Other activities:

University Council of Zurich University; Member of the Board of economiesuisse:

Chairman of the Committee on Education and Research; Swiss Association

�Balgrist�: Member of the Board; Swiss-American Chamber of Commerce: Lead of

the �Doing business in the US� chapter; Swiss Study Foundation: Head of the

Finance Committee

Felix Thöni

Other directorship with listed company:

Cham Paper Group Holding AG, Cham


Renergia Zentralschweiz AG, Perlen/Root.

3.3.1 Principles of the election procedure and restrictions on term of office

The members of the Board of Directors are elected by the General Meeting annually

for a term of office of one year. Unless the shareholders request otherwise, mem-

bers of the Board of Directors due to have their terms of office renewed at the same

General Meeting may be jointly re-elected. Members of the Board of Directors were

jointly re-elected in the year under review. There is no limit to the number of times

a member may be re-elected. If by-elections are held, new members serve out the

term of office of their predecessors. Once they reach the age of 70, Members of

the Board of Directors retire from the Board of Directors automatically with effect

from the next Ordinary General Meeting (§ 13, para. 3 of the Articles of Incorpora-

tion).

3.3.2 Initial election and remaining term of office of each member of the

Board of Directors

Name Year elected Term expires

Philipp Buhofer 2004 2014

Walter T. Vogel 2006 2014

Jakob Bleiker 2012 2014

Ulrich Jakob Looser 2012 2014

Felix Thöni 2011 2014

The tasks of the Board of Directors are governed by the Swiss Code of Obligations,

as well as the Articles of Incorporation and Organizational By-Laws of Kardex AG.

3.4.1 Allocation of tasks within the Board of Directors

Philipp Buhofer has served as Chairman of the Board of Directors since the General

Meeting 2011 and Walter T. Vogel as Vice Chairman since 2012. Since the

General Meeting 2012, Felix Thöni has been Executive Director and President of

the Executive Committee. The two permanent committees of the Board of Direc-

tors are headed by Jakob Bleiker (Audit Committee) and Ulrich Jakob Looser

(Compensation and Nomination Committe). There are no other committees.

3.3 Elections and terms of office

3.4 Internal organization

29

3.4.2 Composition, duties and authority of the Board committees

Two permanent committees, the Audit Committee and the Compensation and

Nomination Committee, exist to assist the Board of Directors in or prepare it for

important decisions.

The committees are constituted as follows:

Name Audit CommitteeCompensation and Nomination Committee

Philipp Buhofer Member Member

Walter T. Vogel Member

Jakob Bleiker Chairman

Ulrich Jakob Looser Chairman

Felix Thöni Member

According to the Organizational By-Laws, the Board of Directors may set up other

committees to help it carry out its duties more efficiently. It appoints the chairmen

and members of the committees and defines their duties. The committees report

back to the Board of Directors on their activities. However, overall responsibility for

the duties assigned to the committees remains with the full Board of Directors.

Audit Committee

The Audit Committee supports the Board of Directors in its duties of ultimate

supervision, with particular regard to monitoring the integrity of the financial

statements, the annual and interim reports, the internal control system for

accounting processes, risk management and the auditing activities of the external

and internal auditors.

The Audit Committee

– critically reviews the annual and interim financial statements, consulting the

external auditors and the members of the Executive Committee or other man-

agement personnel, and submits a proposal to the Board of Directors for

approval or rejection;

– assesses the auditing activities, audit plan, independence and remuneration of

the external auditors as well as their cooperation with the finance and control

officers of the company and discusses their reports and recommendations;

– makes an assessment of the functioning of the internal control system and the

reliability of the reporting;

– monitors compliance with legislation, internal guidelines and other provisions;

– submits proposals to the full Board of Directors when necessary, if it notices

a need for action in the course of its activities.

30


Compensation and Nomination Committee

The Compensation and Nomination Committee advises and submits proposals to

the full Board of Directors primarily in the following areas:

– fundamental personnel issues within the Kardex Group;

– appointments to the Board of Directors and key positions within the Group;

– approval of conditions of employment for members of the Executive Committee (in

particular compensation, duration of contract);

– defining fundamental parameters with regard to performance-related payments

within the Kardex Group;

– setting individual performance-related payments to members of the Executive

Committee;

– monitoring salary structure and salary development overall as well as individual

total remunerations received which exceed a specific amount to be set by the

committee;

– compliance with official and/or supervisory regulations concerning publication of

remunerations received by the members of the Board of Directors and the Executive

Committee.

3.4.3 Procedures of the Board of Directors and its committees

The Board of Directors convenes by invitation of the Chairman or a member

representing him, or at the request of one of its members. The Board of Directors

appoints a Chairman from among its own members for a period of one year.

Minutes detailing the Board�s discussions and decisions are kept and signed by

both the Chairman and the Secretary. The Secretary is appointed by the Board of

Directors and need not be a member. The Chairman also presides over the

General Meeting and, together with the Executive Committee, ensures that all

stakeholders receive any necessary information in good time.

The Board of Directors meets regularly and as often as business requires in

regular meetings which generally last half a day. The Board of Directors also

meets once a year for a one-to-two-day strategy session. In the year under review

the Board met for three meetings and one two-day strategy session. The meet-

ings lasted half a day and two days. The full Board of Directors usually visits and

inspects one of the Group�s production companies once a year. All members of

the Executive Committee are invited to the regular meetings of the Board of

Directors. The full Executive Committee also attends the strategy and budget

session. The Board may invite division heads, other management personnel or

external advisors to attend as needed when dealing with specific issues. In the

year under review the Board of Directors consulted advisors in connection with

the sale of the Kardex Stow Division and the review and implementation of the

strategic alignment of the Kardex Mlog Division. Written documentation on the

agenda items specified by the Chairman or at the request of the Executive

Committee is submitted to the Board of Directors well in advance of meetings.

The inalienable legal duties of the Board of Directors are described in article

31

716a of the Swiss Code of Obligations. The Board of Directors of Kardex AG has

the following duties and authority in particular:

– strategic direction, organization and management of the Group;

– defining finance and accounting as well as financial planning and control;

– appointment and dismissal of the members of the Executive Committee and

signatories;

– regular review of business operations;

– making decisions on issues that have not been reserved or transferred by law, the

Articles of Incorporation or other regulations to another body;

– formulation and preparation of proposals to be put to the General Meeting.

The Audit Committee comprises two to three members of the Board of Directors,

elected by the Board of Directors for a term of one year. The majority, including

the Chairman, should be experienced in financial matters and accounting. The

Board of Directors appoints the Chairman of the Audit Committee. The committee

currently comprises Jakob Bleiker as Chairman and Philipp Buhofer and Felix

Thöni as members. The Audit Committee meets as often as required, but as

a rule three times a year. At the invitation of the Chairman of the Audit Committee,

the Head of Finance of the Kardex Holding and, if necessary, other employees

from the finance department attend. The external auditors attend all meetings. In

the year under review, the Audit Committee met on three occasions. These

meetings generally lasted half a day.

The duties and responsibilities of the Audit Committee are laid down in the

Organizational By-Laws. The Audit Committee supports the Board of Directors in

supervising finance and accounting. It is responsible for monitoring internal and

external financial reporting by management as well as evaluating the effective-

ness of the internal control system. The Audit Committee evaluates the perfor-

mance, effectiveness and independence of the external auditors as well as that of

internal auditing activities. The auditors� fees and the compatibility of external

auditing activities with other advisory mandates are reviewed. Furthermore, the

Audit Committee checks compliance with the statutory requirements. The Audit

Committee reports back to the full Board of Directors and puts forward proposals

to them when necessary.

The Compensation and Nomination Committee comprises two to three members

appointed from within the Board of Directors; the Board of Directors also appoints

the Chairman of the Compensation and Nomination Committee. The Compensa-

tion and Nomination Committee�s members currently comprise Ulrich Jakob

Looser (Chairman), Philipp Buhofer and Walter T. Vogel. The Executive Director

also attends these meetings when the topics covered so require. The Compensa-

tion and Nomination Committee meets as often as required by business, but at

least once a year. In the year under review, the Compensation and Nomination

Committee held three meetings, each of which lasted one to three hours.

32


The duties and responsibilities of the Compensation and Nomination Committee

are specified in the Organizational By-Laws. The Compensation and Nomination

Committee supports and advises the Board of Directors on matters concerning the

composition as well as the conditions of appointment and compensation of the

members of the Board of Directors, members of the Executive Committee and

other important positions in the Group. In particular, the Compensation and

Nomination Committee proposes the basic criteria regarding performance-related

payments within the Group.

The Kardex AG Board of Directors is the supreme managerial and supervisory body

of the holding company and the Kardex Group. It bears ultimate responsibility for

managing, supervising and monitoring the Executive Committee, which is respon-

sible for the Kardex Group�s management. In essence, it is responsible for deci-

sions concerning corporate strategy and organizational structure as well as deter-

mining the corporate policy. The Board of Directors is responsible for appointing

and dismissing members of the Executive Committee and defining finance and

accounting, as well as approving long-term plans and annual as well as investment

budgets. The Board of Directors delegates management of Kardex AG and the

Kardex Group as a whole in full to the Executive Committee chaired by the

Executive Director, unless otherwise specified by law, the Articles of Incorporation

or the Organizational By-Laws. The Board has also appointed a head for each

division. The Executive Committee manages the Kardex Group on the basis of the

strategy adopted by the Board of Directors. The duties and authority of the

Executive Committee are laid down in the Organizational By-Laws.

The Executive Committee bears primary responsibility for developing Group

strategy for the attention of the Board of Directors, for the operational manage-

ment of the Company, its overall financial results and for the implementation of

the strategy and action plan adopted by the Board of Directors. The Head of

Finance of the holding company is responsible for financial, tax and capital

management for the holding company and is accountable for the development and

implementation of the principles, regulations and limits of risk control. He is also

responsible for creating transparency in respect of financial results and accountable

for timely, high-quality financial reporting. Each head of division bears overall

responsibility for his division and the management, results and risks thereof.

Board of Directors

The Board of Directors is informed about the course of business and important

business events by the Executive Committee at every Board meeting. This enables

the Board to carry out its supervisory duties regarding the Group�s strategic and

operational progress.

3.5 Definition of areas of responsibility

3.6 Information and control instruments to monitor the Executive Committee

33

Other instruments that enable it to monitor and control the Executive Committee

are:

– monthly written reports from the Head of Finance of the holding company and the

Heads of Division on current business performance and the outlook for the next

three to four months;

– periodic information concerning the revenue and results figures expected by the

divisions in the current financial year;

– annual strategic analyses of the individual divisions and the Group as a whole,

prepared by the Executive Committee, together with a long-term plan revised by

the Executive Committee;

– annual revision of the business risk matrix for the Kardex Group by the Executive

Committee. The risk matrix describes and evaluates the risks to the Kardex Group

in the following categories and defines risk control measures: environment,

corporate strategy, corporate management, production, market, information

technology, finance and compliance;

– special reports by the Executive Committee on important investments, acquisitions

and cooperative agreements;

– briefing of the Board of Directors by the Executive Committee on significant

developments.

Chairman of the Board of Directors

The Chairman of the Board normally meets the Executive Director every month to

discuss the course of business.

Audit Committee

The Audit Committee reports as a rule three times a year to the Board of Directors

on matters concerning finance and accounting, accounting standards, compliance

(laws and processes), as well as internal and external auditing. It also reviews the

financial reporting processes.

Internal audit function

The internal audit function is integrated into the finance function of the holding

company and the controlling processes of the divisions. The internal auditors support

the various organizational units in achieving targets related to the maintenance and

improvement of the internal control systems. When the investigations have been

completed, Controlling submits reports to the Audit Committee. It reports actual or

suspected irregularities to the Audit Committee.

Measures based on the reports described in this chapter and submitted to the

above-mentioned bodies are placed on the agenda for the relevant meetings and

handled in succession.

34


4. Executive Committee

The Executive Committee currently comprises three members and manages the

operational business of the Kardex Group in this structure. Felix Thöni is President

of the Executive Committee in his capacity as Executive Director. In addition the

two heads of division are also members of the Executive Committee. The heads of

division are responsible for the operational management of their respective

divisions. The management structure can be seen in section 1.1.1 of this report

on page 21.

Felix Thöni

1959, Swiss citizen

Dr. oec. HSG

Since 24 April 2012 President of the Executive Committee


Since 2010 Management Consultant, Cham

2003 – 2009 CFO Charles Vögele Group, Pfäffikon

1992 – 2002 CFO Gavazzi Group, Steinhausen

1988 – 1991 Area Controller, Schindler Management AG, Ebikon

Jens Fankhänel, Head of Kardex Remstar Division

1965, German citizen

Grad. electrical engineer/automation technologist, University of Chemnitz

Since January 2011 Head of Kardex Remstar Division

2008 – 2010 Managing Director WDS Region Europe 1 Swisslog AG, Buchs

2005 – 2008 Vice President and CEO Hub Central Europe Dematic GmbH & Co. KG

Offenbach

2002 – 2005 Managing Director Swisslog Australia

1994 – 2002 Senior Consultant/Director i+o GmbH, Heidelberg

Hans-Jürgen Heitzer, Head of Kardex Mlog Division

1962, German citizen

Grad. mechanical engineer, Aachen Technical University

Since 1 September 2011 Head of Kardex Mlog Division

2010 – 2011 Managing Director Mlog Logistics GmbH, Neuenstadt

2002 – 2009 Managing Director Locanis AG, Unterföhring

2000 – 2001 Division Manager Distribution and Project Management

automatic high rack storage systems MAN Logistics, Heilbronn

1996 – 2000 Division Manager Systems Mannesmann Dematic, South Africa

1989 – 1996 Project Manager �Entire projects� Mannesmann Dematic, Offenbach

4.1 Members of the Executive Committee

35

The Head of Division of the in the year under review sold Kardex Stow Division

(Jos De Vuyst) and the CFO (Gerhard Mahrle) left the Executive Committee before

the closing date of 31 December 2013 and are therefore no longer listed

(section 1.1).

The members of the Executive Committee do not engage in any other relevant

activities. There are no relevant interests. Other offices held by Felix Thöni are

listed on page 28.

Kardex AG and its subsidiaries have no management contracts with third parties.

5. Compensations, shareholdings and loans

5.1.1 Guiding principles

The success of the Kardex Group depends very much on the quality and commit-

ment of the members of the Board of Directors and of the Executive Committee.

The aim of the compensation policy is to attract and retain qualified staff in both

bodies. Performance-related compensation is an important element in achieving

this objective. The most important principles of this are:

– remuneration should be performance-dependent and in line with the market;

– decisions on remuneration should be transparent and comprehensible;

– remuneration should be linked to the business success of the company/division.

5.1.2 Responsibilities

At the beginning of each term of office, the Compensation and Nomination

Committee appointed by the Board of Directors (section 3.4.2) submits proposals

to the full Board of Directors concerning the nature and amount of the annual

emoluments of the members of the Board of Directors (section 5.1.3.1) and

submits an annual proposal to the Board of Directors concerning the compensa-

tion for the Executive Committee (section 5.1.3.3). Moreover, in consultation

with the full Board of Directors, the Compensation and Nomination Committee

prepares targets for the Executive Committee, assesses the target attainment of

the Executive Committee and submits a proposal to the Board of Directors

concerning the variable compensation of the Executive Committee.

4.2 Other activities and interests

4.3 Management contracts

5.1 Content and method of determining compensa-tion and shareholding programmes

36


Once a year, at the request of the Compensation and Nomination Committee, the

full Board of Directors approves the fixed compensation for the individual mem-

bers of the Board of Directors for the following term of office. The member

concerned has a right of consultation in this connection. Once a year, at the

request of the Compensation and Nomination Committee, the full Board of Direc-

tors also sets the fixed compensation for the next financial year for the Executive

Committee, as well as the basic principles of the target-based, variable compen-

sation of the Executive Committee for the next financial year. Finally, at the

request of the Compensation and Nomination Committee, the full Board of Direc-

tors approves the variable compensation of the Executive Committee, based on

the attainment of the defined targets for the financial year which has ended. The

members of the Executive Committee have no right of consultation or participa-

tion in this connection.

5.1.3 System of compensation

5.1.3.1 Members of the Board of Directors

The members of the Board of Directors receive a fixed annual fee for their work,

in particular for preparing for and participating in meetings and for their work on

the committees. In addition to the fixed fee, they may also be compensated for

the time spent on special projects, at the agreed daily rates, provided that the full

Board of Directors agrees to this in advance.

The fixed fee is set according to the criteria of the responsibility assumed, the

complexity of the task, the demands in terms of specialist expertise and personal

qualities and the time expected to be taken. Publicly accessible information from

comparable Swiss industrial companies listed on SIX Swiss Exchange which are

of similar size and have international production and market organizations is also

taken into account.

At least 20% and at most 100% of the fixed fee is paid in shares. The remainder

is paid in cash. The share price is calculated using the weighted average price for

the preceding month (usually August). These shares cannot be traded for three

years and are therefore priced 16% lower.

5.1.3.2 Executive Director

In addition to the emolument received as a member of the Board of Directors,

the Executive Director receives a basic cash remuneration for his operational

activity as a member of the Executive Committee based on actual time spent. He

also receives variable compensation. This was paid in Kardex shares in the year

under review. The variable compensation in Kardex shares is calculated in

accordance with the price performance of the share. This variable portion is

included in the statement of remuneration on page 87 of this Annual Report.

37

5.1.3.3 Other members of the Executive Committee

The other members of the Executive Committee (heads of division) receive

remuneration consisting of fixed cash emoluments and variable performance- and

result-related payments. The fixed cash emoluments consist of a monthly salary,

a flat-rate expense allowance and a company car. In addition, a salary-related

contribution is paid into the pension scheme.

The fixed basic salary is determined taking account of the tasks and responsibility

assigned, the qualifications and experience required and the market environment.

The weighting of the criteria cited is discretionary. In addition, in setting the form

and amount of the salary components, due account is taken of publicly accessible

information from comparable Swiss industrial companies listed on the SIX Swiss

Exchange which are of similar size and have international production and market

organizations.

The variable performance- and result-related remuneration is determined on the

basis of the fulfilment of the individual performance targets and the business

success of the company or division, based on the targets adopted by the Board of

Directors. At the beginning of the year, the Compensation and Nomination

Committee proposes to the Board of Directors the individual performance targets

for the heads of division. After the end of the financial year, the Compensation

and Nomination Committee assesses the fulfilment of these targets and criteria

and, based on this, submits to the Board of Directors a proposal for the variable

compensation. For a head of division, the weighting of the variable component is

70% for attainment of the financial targets of the division he is responsible for

and 30% for personal targets.

The business success of the company and the divisions is measured on the basis

of the following key financial indicators:

– Weighting above 80%:

operating result (EBIT)

– Weighting below 20%:

development of net working capital

According to the rules that were in force up to 31 December 2013, the members

of the Executive Committee had to draw at least 20% of their variable compen-

sation in shares, and could increase this portion to up to 100%. In the year under

review, this rule was suspended because the Kardex Stow Division was in the

process of being sold. As of 1 January 2014, the obligation to draw a minimum

portion in shares was removed. However, up to 100% of the variable component

may still be drawn in Kardex shares. The share price is calculated using the

weighted average price for the preceding month (usually February). These shares

cannot be traded for three years and are therefore priced 16% lower.

38


5.1.4 Notice Periods

All members of the Executive Committee have employment contracts with

periods of notice below twelve months. Members of the Board of Directors and

the Executive Committee are not entitled to any contractual severance payments

or other remuneration or benefits in connection with their departure.

5.2.1 Compensation

The remuneration of the Board of Directors and the Executive Committee disclosed

in the following includes the relevant remuneration for the year under review as a

whole. The reported variable elements of remuneration relate to the reporting year

which has ended. The variable emoluments are allocated and paid out according to

the target attainment for the year under review described in 5.1.3.2 and 5.1.3.3,

pages 36 and 37.

New members of the Board of Directors or the Executive Committee normally

receive compensation from the month in which they assumed the relevant func-

tion. Departing members of the Board of Directors receive remuneration until the

end of the month of their departure. Departing members of the Executive Commit-

tee receive remuneration until the date of termination of the contract. One head of

division is provided with a company car. All payments made to pension schemes

are reported under pension expenses. Some members of the Executive Committee

are also members of the Boards of Directors of subsidiaries of Kardex AG within

the Group. No fees or compensation are paid for these activities.

No collateral (sureties, guarantees etc.) was granted to members of the Board of

Directors or the Executive Committee during the year under review. Neither Kardex

AG nor any other Group company waived any claim in relation to a member of the

Board of Directors or the Executive Committee.

In addition to the emolument received as members of the Board of Directors, the

members of the Board of Directors received a cash remuneration for their opera-

tional activities based on actual time spent. The Executive Director receives

a variable compensation payment (see section 5.1.3.1 on page 36). During the

year under review the emoluments of the Board of Directors increased by the

amount of CHF 0.5 Mio. compared with the previous year. The increase in total

variable emoluments is due to the remuneration of operational activities performed

by the executive member of the Board of Directors.

5.2 Transparency concerning compensation and loans in the year under review

39

5.2.1.1 Members of the Board of Directors of Kardex AG

In the year under review, the members of the Board of Directors received compen-

sations totalling CHF 1 517 466 (CHF 1 035 277). Of this total, CHF 728 800

(CHF 129 340) was drawn in shares. A detailed list of the compensations includ-

ing shareholdings of the members of the Board of Directors can be found in the

notes to the financial statements of Kardex AG (Holding) under note 16 (Compen-

sation and shareholdings), pages 87 to 89.

5.2.1.2 Members of the Executive Committee of Kardex AG

For the year under review, the members of the Executive Committee (excluding the

Executive Director but including Jos De Vuyst, Head of Kardex Stow Division, and

Gerhard Mahrle, CFO, who left the Committee during the year under review),

received compensations totalling CHF 3 323 798 ( CHF 2 680 485). During the

reporting year, the variable component of the compensation for the members of

the Executive Committee came to an average of 49.8% (31.1%) of total remu-

neration. The quantitative targets were mostly met or exceeded.

A detailed list of the compensations including shareholdings of the members of the

Executive Committee can be found in the notes to the financial statements of

Kardex AG (Holding) under note 16 (Compensation and shareholdings), pages 87

and 89.

5.2.1.3 Previous members of governing and executive bodies

In the year under review no compensations were paid to members of governing or

executive bodies who left in 2012 or earlier.

5.2.1.4 Related parties

During the year under review, no fees or other emoluments were paid to individuals

closely linked to members of the Board of Directors or the Executive Committee for

services performed for the Kardex Group or any of its subsidiaries.

5.2.2 Loans

5.2.2.1 Current and previous members of governing and executive bodies

No loans from Kardex AG or any other Group company were granted to current or

previous members of governing or executive bodies and as at 31 December 2013

there were no such loans outstanding.

5.2.2.2 Related parties

Kardex AG did not grant any loans to parties related to current or previous mem-

bers of governing or executive bodies.

40


6. Shareholders� participation rights

On 31 December 2013, there were 1 745 shareholders entered in the share

register. A majority of them had their registered office or domicile in Switzerland.

Each Kardex AG registered share entitles the holder to one vote at the General

Meeting. There are no voting right restrictions. Furthermore, any shareholder has

the right to have his shares represented at the General Meeting by a proxy autho-

rized in writing.

Unless the law or Articles of Incorporation provide otherwise, the General Meeting

passes its resolutions and conducts its elections by an absolute majority of the

valid voting rights represented. In the event of a tied vote, the Chairman of the

General Meeting has the casting vote.

Kardex AG�s Articles of Incorporation do not prescribe specific quorums other than

those required by company law.

The General Meeting is called by the Board of Directors at least 20 days prior to

the date of the meeting by way of a notice published in the Company�s official

publications and by a letter sent to all shareholders registered in the share register.

In addition to the meeting date, time and venue, the announcement must state the

items to be discussed and the resolutions proposed by the Board of Directors and

shareholders who have requested a General Meeting or put forward an item for

inclusion on the agenda.

No resolution may be passed on items that have not been announced in this way,

except for requests to convene an extraordinary General Meeting, carry out

a special audit or appoint an auditor at the wish of a shareholder.

Shareholders representing at least one-tenth of the share capital may request in

writing that an extraordinary General Meeting be convened, setting forth the items

and the proposals.

Shareholders representing shares with a par value of at least CHF 1 000 000

may request in writing that items be added to the agenda, specifying the pro-

posed resolutions. Such items must be submitted to the Board of Directors in

writing at least 40 days before the General Meeting.

Once invitations to the General Meeting have been dispatched, no entries are

made in the share register until the day after the General Meeting.

6.1 Voting right restrictions and representation

6.2 Statutory quorums

6.3 Convening the General Meeting

6.4 Inclusion of items on the agenda

6.5 Entry in the share register

41

7. Changes of control and defence mechanisms

In accordance with § 4 of Kardex AG�s Articles of Incorporation, a purchaser of

company shares is only obliged to make a public offer under the terms of article

32 (the statutory opting-up clause) of the Swiss Federal Act on Stock Exchanges

and Securities Trading (SESTA) if his holding exceeds 49% of the company�s

voting stock.

There are no change-of-control clauses.

8. Statutory auditors

8.1.1 Time of assumption of existing audit mandate

The auditors are elected by the General Meeting for a period of one year. KPMG

Ltd, Zurich, have been Kardex AG�s statutory auditors since 2006.

8.1.2 Time of assumption of office by the auditor in charge of the existing

audit mandate

The auditor in charge, Thomas Schmid, has been responsible for the mandate since

the General Meeting on 21 April 2009. The auditor in charge may exercise his

mandate for a maximum of seven years and resume the same mandate after

a break of three years.

In 2013, KPMG provided audit services to the value of CHF 619 000

(CHF 635 000). These amounts include expenses.

KPMG was also paid fees totalling CHF 414 000 (CHF 400 000) for non-audit-

related services. The entire amount was for tax advice (tax audits in Switzerland and

Germany, clarification of international tax matters), assistance with the sale of the

Kardex Stow Division and legal advice.

7.1 Duty to make an offer

7.2 Change-of-control clauses

8.1 Duration of the man-date and term of office of the auditor in charge

8.2 Audit fees

8.3 Additional fees

42


The Audit Committee verifies the licensing, independence and performance of the

auditors on behalf of the Board of Directors and proposes the appointment and,

where necessary, discharge of auditors to be appointed or discharged by the

General Meeting. The Audit Committee monitors the auditing of the annual

financial statements of Kardex AG and the consolidated financial statements by

the auditors. As part of their audit services, the statutory auditors provide the

Audit Committee with regular written and verbal feedback on their findings and

suggestions for improving the accounting and the internal control system. These

are summarized in a comprehensive report by the auditors to the full Board of

Directors (also containing the management letter). The Audit Committee meets

the external auditors at least three times a year (three times in the year under

review) to determine the audit scope and the criteria for the annual approval of

the fees. It ensures compliance with the mandatory rotation of the auditor in

charge. The Audit Committee also reviews the amount of the fees and their

composition, broken down into audit services and non-audit-related services. The

Board of Directors is informed via the Audit Committee.

9. Information policy

Kardex AG is committed to an open information policy and provides shareholders,

the capital market, employees and all stakeholders with open, transparent and

timely information. The information policy accords with the requirements of the

Swiss stock exchange (SIX Swiss Exchange) as well as the relevant statutory

requirements. As a company listed on SIX Swiss Exchange, Kardex AG also

publishes information relevant to its stock price in accordance with article 53 of

the Listing Rules (ad hoc publicity).

The Group publishes a report on its activities every six months in March and

August. All publications are available in electronic form. The Annual Report is

also available in printed form. The Interim Report is published on the Company�s

website and printed and delivered on request. Press releases are additionally

issued on a regular basis. Kardex maintains a dialogue with investors, analysts

and the media at special events and road shows.

The annual media and analysts� meeting, as well as the General Meeting, are

held in Zurich, Switzerland.

8.4 Information tools of the external auditors

43

Information is sent electronically or by e-mail to SIX Swiss Exchange, the Swiss

Commercial Gazette (the Company�s official publication) and other relevant

national business publications. It is also published simultaneously on the Group

website at www.kardex.com. In addition, interested parties who have registered

at http://www.kardex.com/nc/en/investor-relations/email-service-contact/

information-service-subscription.html can receive the requested information by

e-mail.

The President of the Executive Committee bears primary responsibility for

corporate communications.

The Company�s official publication is the Swiss Commercial Gazette. Information

published in connection with the maintenance of registered share listings on SIX

Swiss Exchange complies with SIX Swiss Exchange�s Listing Rules and their

implementing decrees. These can be found at www.six-exchange-regulation.com.

The website www.kardex.com provides detailed, up-to-date information about

the Group, its products and contact information.

Calendar of events for Investor Relations



2015 Media and analysts� conference 12 March 2015



44

45

Consolidated income statement

Consolidated balance sheet

Consolidated cash flow statement

Consolidated statement of changes in equity

Notes to the consolidated financial statements

General information

Significant accounting policies


Report of the statutory auditor on the consolidated financial statements

46

47

48

49

50

50

50

58

78

Financial reporting Kardex Group


EUR millions Notes 2013Proportion

(%) 2012Proportion

(%)

Net revenues 1 399.3 100.0% 484.4 100.0%

Cost of goods sold and services provided –285.6 –71.5% –366.0 –75.6%

Gross profit 113.7 28.5% 118.4 24.4%

Marketing and sales expenses –50.1 –12.5% –58.2 –12.0%

Administrative expenses –30.8 –7.7% –29.6 –6.1%

Development expenses –5.9 –1.5% –5.4 –1.1%

Other operating income 5, 28 12.9 3.2% 5.2 1.1%

Other operating expenses 5 –2.0 –0.5% –2.8 –0.6%

Operating result (EBIT) 37.8 9.5% 27.6 5.7%

Financial result, net 7 –2.0 –0.5% –3.1 –0.6%

Result for the period before tax 35.8 9.0% 24.5 5.1%

Income tax expense 8 –4.3 –1.1% –3.1 –0.6%

Result for the period 31.5 7.9% 21.4 4.4%

Earnings per share (EUR)¹: 17 4.08 2.77

Consolidated income statement

1 No dilutive effect occurred in 2013 and 2012.

Consolidated balance sheet

EUR millions Notes 31.12.2013 31.12.2012

Property, plant and equipment 9 25.1 51.5

Intangible assets 9 3.5 5.0

Financial assets 11 6.0 7.0

Non-current assets 34.6 63.5

Inventories and work in progress 12 18.6 30.0

Trade accounts receivable 13 49.4 92.3

Other receivables 14 7.4 11.0

Prepaid expenses 2.2 4.9

Cash and cash equivalents 15 79.1 34.1

Current assets 156.7 172.3

Assets 191.3 235.8

Share capital 16 59.9 59.9

Capital reserves 51.2 83.8

Retained earnings incl. translation differences –4.2 –57.8

Treasury shares 16 – –0.5

Equity 106.9 85.4

Non-current financial liabilities 18 2.1 15.3

Non-current provisions 20 18.3 21.4

Non-current liabilities 20.4 36.7

Trade accounts payable 13.9 52.6

Current financial liabilities 18 – 6.4

Current provisions 20 6.0 7.4

Accruals 26.8 25.3

Other current liabilities 21 17.3 22.0

Current liabilities 64.0 113.7

Liabilities 84.4 150.4

Equity and liabilities 191.3 235.8


Consolidated cash flow statement

EUR millions Notes 2013 2012

Result for the period 31.5 21.4

Depreciation on property, plant and

equipment and amortization on intangible assets 9 8.3 10.1

Changes in provisions and pension liabilities –2.6 1.2

Gain of sale of the Kardex Stow Division 5, 28 –8.8 –

Other non-cash items –0.2 –0.8

Change in accounts receivables 8.4 –0.5

Change in inventories and work in progress –0.6 11.6

Change in other receivables and prepaid expenses 1.4 –1.8

Change in accounts payables –9.2 –3.4

Change in other current liabilities and accruals 8.1 –6.4

Net cash flow from operating activities 36.3 31.4

Purchase of property, plant and equipment 9 –5.0 –3.7

Sale of property, plant and equipment 9 0.2 1.4

Purchase of intangible and financial assets –1.5 –1.4

Sale of intangible and financial assets 0.2 0.2

Acquisition of companies 27 –0.2 0.5

Disposal of the Kardex Stow Division, net of cash disposed of 28 63.9 –

Net cash flow from investing activities 57.6 –3.0

Free cash flow 93.9 28.4

Acquisitions of treasury shares 16 –0.1 –0.7

Disposals of treasury shares 0.7 0.2

Changes in current financial liabilities –5.6 –4.2

Changes in non-current financial liabilities –10.4 –26.6

Dividend paid –32.7 –

Net cash flow from financing activities –48.1 –31.3

Effect of foreign currency translation differences on cash and cash equivalents –0.8 0.1

Net change in cash and cash equivalents 45.0 –2.8

Cash and cash equivalents at 1 January 15 34.1 36.9

Cash and cash equivalents at 31 December 15 79.1 34.1

Net change in cash and cash equivalents, Group 45.0 –2.8

EUR millions NotesShare

capitalCapital

reservesRetained earnings

Transla- tion dif-

ferencesTotal

reservesTreasury shares1 Equity

Opening balance 1 January 2012 59.9 83.9 –80.0 0.8 4.7 –0.1 64.5

Result for the period – – 21.4 – 21.4 – 21.4

Acquisition companies2 27 – – 0.5 – 0.5 – 0.5

Foreign currency translation differences3 – – – –0.5 –0.5 – –0.5

Acquisition of treasury shares 16 – – – – – –0.7 –0.7

Disposal of treasury shares4 16 – –0.1 – – –0.1 0.3 0.2

Closing balance 31 December 2012 59.9 83.8 –58.1 0.3 26.0 –0.5 85.4

Opening balance 1 January 2013 59.9 83.8 –58.1 0.3 26.0 –0.5 85.4

Result for the period – – 31.5 – 31.5 – 31.5

Acquisition companies5 27 – – –0.2 – –0.2 – –0.2

Disposal of the Kardex Stow Division 28 – – 24.9 –1.8 23.1 – 23.1

Foreign currency translation differences3 – – – –0.8 –0.8 – –0.8

Acquisition of treasury shares 16 – – – – – –0.1 –0.1

Disposal of treasury shares4 16 – 0.1 – – 0.1 0.6 0.7

Dividend paid – –32.7 – – –32.7 – –32.7

Closing balance 31 December 2013 59.9 51.2 –1.9 –2.3 47.0 – 106.9

Consolidated statement of changes in equity

1 Number of treasury shares held as of 31 December 2013: 0 (21 500).2 Reduction of purchase price for the acquisition of Mlog Logistics GmbH due to compensation payment by sellers.3 This item also includes the exchange rate differences arising from net investments in foreign operations less deferred tax.4 As part of share-based remuneration, treasury shares were allocated in the amount of EUR 0.6 million (EUR 0.3 million).5 Increase of purchase price for the acquisition of Mlog Logistics GmbH due to reversed compensation payment by sellers.



1. General information

The consolidated financial statements of the Kardex Group include Kardex AG

and its subsidiaries (referred to collectively as the “Group” and individually as

the “Group companies”). Kardex AG is the Group’s parent company, a limited

company under Swiss law, which is registered and domiciled in Zurich, Switzer-

land. Kardex AG is listed on SIX Swiss Exchange.

2. Significant accounting policies

The Group’s consolidated financial statements were prepared in compliance with

the provisions of Swiss company law and are in accordance with Swiss GAAP

FER (FER) in their entirety FER 31 “Complementary recommendation for listed

companies” which has not been adopted early; will be effective as of 1 January

2015.

The financial years 2013 and 2012 are not comparable due to the sale of the

Kardex Stow Division on 31 July 2013; see notes 1 and 28 for more information.

Consolidation is based on the individual Group companies’ audited financial

statements, as prepared on a consistent basis. The balance sheet date for all

Group companies is 31 December. The consolidated financial statements are

prepared on a historical cost basis with the exception of derivative financial

instruments, which may be stated at fair value.

The consolidated financial statements include Kardex AG as well as all domestic

and foreign subsidiaries in which Kardex AG holds a direct or indirect ownership.

Acquisitions are accounted for using the purchase method. All subsidiaries in

which the Group holds more than 50% of the voting rights or for which it is able

to exercise a controlling influence on the subsidiary’s operating or financial

policies are accounted for using the full consolidation method, which incorpo-

rates assets and liabilities as well as revenues and expenses in their entirety.

Intra-Group balances, transactions and profits not realized through third parties

are eliminated in the consolidation process. Kardex AG currently has no invest-

ments with voting rights of less than 20%, no investments in associated compa-

nies and it is not currently engaged in any joint ventures.

Basis of preparation

Principles of consolidation

Functional and presentation currency

The consolidated financial statements are presented in millions of euros. The euro

is Kardex AG’s functional currency and the presentation currency of the Group

because the Group’s cash flows and transactions are denominated mainly in euros.

Foreign currency transactions

Foreign currency transactions are translated using the exchange rates prevailing at

the dates of the transactions. Gains and losses resulting from transactions in

foreign currencies and adjustments of foreign-currency items as at the balance

sheet date are recognized in the income statement.

Financial statements of subsidiaries in foreign currencies

The assets and liabilities of subsidiaries whose financial statements are prepared

in currencies other than the euro are converted for consolidation purposes as

follows:

– Assets and liabilities are translated on the balance sheet date at the exchange

rate prevailing on that date.

– Revenues and expenses as well as cash flows are translated at the average

exchange rate.

– Equity is translated at historical rates.

All resulting translation differences are shown separately under equity (translation

differences). If a subsidiary is sold, its cumulative translation differences are

included in the income statement as part of the gain or loss arising from the sale.

Foreign currency impacts on long-term intra-Group loans with equity characteris-

tics are recognized in equity.

The Group uses derivative financial instruments exclusively to hedge its exposure

to foreign-exchange and interest-rate risks arising from operational, financing and

investment activities. Derivative financial instruments for the hedging of assets

and liabilities are measured initially and also subsequently in accordance with the

same valuation principle as the hedged item. This means that if the hedged item

is measured at fair value, the derivative financial instrument is also measured at

fair value. If the lower of cost or market value is applied to the hedged item, a loss

in value on the derivative financial instrument does not need to be recognized if,

based on the application of the lower of cost or market value, no increase in value

is possible on the hedged item. The changes in value of the derivative financial

instrument are recognized in the income statement, i. e. in the same way as the

hedged item. The gain/loss on the derivative is neutralized by the loss/gain on the

hedged item. A derivative is derecognized as soon as the end of the term has

been reached or as soon as there is no further claim to future payments following

disposal or default by the counterparty. At derecognition, the difference between

the carrying amount and the consideration received or given is recognized in the

income statement.

Foreign currency translation

Derivative financial instruments and hedging transactions


Owned assets

Items of property, plant and equipment are stated at acquisition or construction

cost less accumulated depreciation and impairment losses. The acquisition and

construction cost includes all expenses directly attributable to the acquisition and

necessary to bring the asset to working condition for its intended use. Interest

expenses during the construction phase of property, plant and equipment are not

capitalized.

Leased assets

Leasing agreements under which the Group company essentially assumes all the

risks and rewards associated with the acquisition are treated as finance leases.

These assets are stated at an amount equal to the lower of cost of acquisition/net

fair value or present value of the future lease payments at the start of the

agreement, less the accumulated depreciation and impairment loss. Obligations

arising from finance leasing are recognized as liabilities.

Maintenance and renovation costs

Major renovation or modernization work, as well as expenses that significantly

in-crease fair value or value in use, and expenditure that extends the estimated

useful life of property, plant and equipment, are capitalized. Repairs and mainte-

nance costs are recognized directly under operating expenses.

Depreciation

Depreciation is charged to the income statement on a straight-line basis over the

following estimated useful lives:

Buildings 25 to 50 years

Machinery and production tools 4 to 10 years

Equipment and vehicles 6 to 12 years

Information technology (hardware) 3 years

Depreciation of an item of property, plant or equipment begins when actual

operational use commences. Property, plant and equipment under construction is

not depreciated, but is regularly assessed for any indication of a need to apply

impairment charges.

Depreciation expenses are included in “Cost of goods sold and services provided”,

“Marketing and sales expenses”, “Administrative expenses” and “Development

expenses”.

The residual value and the useful economic life of the property, plant and equip-

ment are reviewed annually and adjusted where necessary. Gains and losses

arising from the sale of property, plant and equipment are recognized in the

income statement.

Property, plant and equipment

Goodwill

Goodwill, the difference between the cost of acquisitions and the fair value of the

net assets acquired, results from the purchase of subsidiaries. Any goodwill that

arises is offset against equity (retained earnings) at the time of acquisition. In case

of the disposal of a subsidiary, acquired goodwill offset against equity at an earlier

date is stated at original cost to determine the gain or loss recognized in the

income statement.

The effects of a theoretical capitalization of goodwill with scheduled amortization

and any value adjustment impacting on the balance sheet and income statement

over a useful life of five years are disclosed in the notes.

Intangible assets from development activities

Expenditure on development activities related to new technologies or know-how is

recognized in the income statement in the period in which it is incurred. Capital-

ized development costs prior to conversion to FER in 2010 are amortized over the

remaining useful life.

Other intangible assets

Other internally generated or acquired intangible assets are capitalized where they

will generate measurable benefits for the Group over several years.

Such intangible assets are stated at cost of production or acquisition less accumu-

lated amortization and impairment loss.

Subsequent costs

Subsequent expenditure on existing intangible assets is capitalized only when it

increases the future economic benefits of the assets concerned to at least the

same extent. All other expenditure is expensed at the time incurred.

Amortization

Amortization of intangible assets is charged to the income statement on a straight-

line basis over their estimated useful lives. Amortization of intangible assets

begins on the date they are available for use. The estimated useful lives applied

are as follows:

Capitalized development costs 3 years

Licences and patents 5 years

Trademark rights 5 years

Capitalized software 5 years

Other intangible assets 5 years

Amortization is included in ”Cost of goods sold and services provided”, “Marketing

and sales expenses”, “Administrative expenses” and “Development expenses”.

The residual value and the useful economic life of the intangible assets are

reviewed annually and adjusted where necessary. Gains and losses arising from

the sale of intangible assets are recognized in the income statement.

Intangible assets


Financial assets are normally measured at acquisition cost less any impairments.

Property, plant and equipment and other non-current assets are tested as at each

balance sheet date to determine whether any events or changes in circumstances

have occurred that might indicate an impairment. Where such indications exist,

an impairment test is conducted. If the carrying amount of the asset exceeds the

recoverable amount, an impairment loss is recognized.

The recoverable amount is the higher of the net selling price and value in use of

the asset. The recoverable amount is normally determined for each asset. If the

asset in question does not generate any separate cash flows, the smallest

possible group of assets that generate separate cash flows is tested. Where the

impairment exceeds the residual carrying amount, a provision amounting to the

remaining difference is created.

On each balance sheet date, impairments previously recorded are examined to

establish whether the reasons that led to the impairment still apply to the same

extent. If the reasons for an impairment no longer apply, the value will be

reinstated up to a maximum of the carrying amount, as adjusted according to

scheduled depreciation. The reverse booking is recognized in the income

statement.

Accounts receivable are stated at nominal value less any impairments. The value

adjustment consists of individual allowances for specifically identified positions for

which there are objective indications that the outstanding amount will not be

received in full and of a collective allowance for positions that have been overdue

for 180 days or longer.

Inventories are stated at the lower of acquisition/production cost or fair value less

costs to sell. Fair value less costs to sell is defined as the value of the sales

proceeds less the remaining costs of production, sale and administration incurred

until the time of sale. Inventories are valued on a weighted-average basis. The

acquisition and production cost also includes the cost of purchase and transport of

inventories. In the case of inventories manufactured by the Group, production

costs also include an appropriate share of the overheads incurred. Discounts are

treated as financial income. Adjustments are made for items lacking marketability

and for slow-moving items.

Provided contractual performance by the customer is highly probable and income

and expenses arising from long-term construction contracts can be reliably esti-

mated, the resulting revenues are reported using the percentage-of-completion

method: the revenues and expenses are recognized in the income statement

proportionally to the stage of completion. The stage of completion is determined

using the cost-to-cost method, i. e. by calculating the ratio between the project

costs incurred to date and the estimated overall costs of the project. Expected

losses from construction contracts are immediately recognized in the income

statement as at the date of detection.

Financial assets

Impairment of assets

Trade accounts receivable and other current assets

Inventories

Construction contracts

Cash and cash equivalents comprise cash balances, postal and bank account

balances and other liquid investments with a maximum total maturity of three

months from the balance sheet date.

If the Group repurchases its own shares, the payments, including directly related

costs, are deducted from equity. Any gains or losses arising from transactions

with treasury shares are recognized in equity (capital reserves).

Dividends are recognized as a liability in the period in which they are approved.

Liabilities are normally shown at their nominal value.

Pension plans

There are several employee pension plans within the Group, each of which complies

with the legal requirements for the country in question. A majority of employees are

insured against the risk of old age, death and disability, whether through a defined

benefit or defined contribution plan. These plans are funded by contributions from

employees and employers.

Actual economic impacts of employee pension plans on the Group are calculated on

the balance sheet date. The pension plan’s financial position is relevant to the

measurement of pension assets and pension liabilities. In the case of Swiss pension

plans, the latest financial statements prepared in accordance with FER 26

“Accounting of pension plans” constitute the basis. An economic obligation is carried

as a liability if the conditions for the recognition of a provision are met. An economic

benefit is capitalized if it is used for the Group’s future employee benefit expenses.

Freely disposable employer contribution reserves are capitalized. The economic

impacts of pension fund surpluses and deficits and the change in any employer

contribution reserves are recognized in the income statement together with the

amounts accrued over the same period. These same principles are applied in the

case of foreign pension plans.

Share-based payments

Share-based payments are recognized at fair value at the grant date and, until

such time as entitlement is asserted, are charged to the corresponding positions in

the income statement as personnel expenses. Since these remunerations are

settled with equity capital instruments, the counter-entry is recognized in equity.

Cash and cash equivalents

Repurchase of treasury shares

Dividends

Liabilities

Employee benefits

Provisions are made

– insofar as the Group has, or may have, an actual or possible obligation (legal or

constructive) due to past events,

– insofar as it is probable that settlement of this obligation will lead to an outflow

of resources,

– insofar as the extent of the obligation can be reliably estimated.

If the time effect is significant, long-term provisions at the present value of

probable future cash outflows will be created.

Warranties

The provision for warranty risks from the sale of products and services is based on

information about warranties from earlier periods.

Restructuring

Restructuring costs are provided for in the period in which an official, detailed

restructuring plan is available to the Group and is announced. No provision is

made for future operating losses.

Net revenues include all revenues from products sold and services provided less

items such as rebates, other agreed discounts and value-added tax. Early payer

discounts are reported in the financial result. Revenue from the sale of goods is

recognized when the risks and rewards of ownership have transferred to the

buyer, which is most frequently after finalized installation or based on accepted

international commercial terms, such as EXW, FOB or DDP. Provided that the

conditions are met (see “Construction contracts”), the revenues resulting from

construction contracts are reported using the percentage-of-completion method.

Revenues from services are recognized according to the stage of completion. No

revenue is recognized if there is significant uncertainty regarding the collectability

of the consideration due, associated costs or the possible return of goods.

Payments made under operating leases are recognized in the income statement

on a straight-line basis over the term of the lease.

Lease payments are allocated between the financing costs and repayment of the

principal. The financing costs are allocated to each period during the lease term to

produce a constant rate of interest over the term of the liability.

Net financing costs comprise the interest expense on borrowings and finance

leasing, interest earned on investments, income and expenses from discounts,

gains and losses from foreign currency translation, as well as gains and losses

from derivative financial instruments used for exchange rate hedging, all of which

are recognized in the income statement. Interest income and expense as well as

gains or losses from interest rate hedging are recognized in the income statement

as they accrue.

Provisions

Revenues from goods sold and services provided

Operating lease payments

Finance lease payments

Funding


Income tax comprises current and deferred tax. Income tax is recognized in the

income statement unless it relates to items recognized in equity. Current tax is

the expected tax payable on the taxable income for the year and any adjustment

to tax payable related to previous years. Income tax is calculated using tax rates

already in force or substantially enacted at the balance sheet date. Deferred tax

is calculated using the balance sheet liability method on the basis of tax rates

already in force or substantially enacted at the balance sheet date and is based

on temporary differences between FER carrying amounts and the tax base.

Deferred income tax assets and liabilities are netted only if they relate to the

same taxable entity. Tax savings due to tax loss carryforwards on future taxable

income are not recognized.

Earnings per share are calculated by dividing the consolidated net result attributable

to the shareholders of Kardex AG by the weighted average number of shares

outstanding during the reporting period. The diluted earnings per share figure

additionally includes the shares that might arise following the exercising of option

rights.

Income tax

Earnings per share



The Group is a globally active industry partner for intra-logistic solutions and

a leading supplier of automated storage solutions and material handling systems.

The Group consists of two entrepreneurially managed divisions, Kardex Remstar

and Kardex Mlog. Kardex Remstar develops, produces and maintains shuttles and

dynamic storage and retrieval systems and Kardex Mlog offers integrated materi-

als handling systems and automated high-bay warehouses. The two divisions are

partners for their customers over the entire life cycle of a product or solution.

As at 31 July 2013, Kardex AG sold the Kardex Stow Division, which is presented

separately as a discontinued operation hereafter. So that continuing operations

can be compared in future, the gain of sale of the Kardex Stow Division of EUR

8.8 million, which arose in Kardex AG, is also presented separately. For further

details refer to note 28.

Segment reporting 2013/Income statement

Operating segments

EUR millions Kar

dex

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Net revenues, third party

– Europe, Middle East and Africa 182.9 62.9 – – 245.8 84.6 – – 330.4

– Asia/Pacific 17.0 – – – 17.0 8.5 – – 25.5

– Americas 35.5 3.8 – – 39.3 4.1 – – 43.4

Total net revenues, third party 235.4 66.7 – – 302.1 97.2 – – 399.3

Net revenues, with other operating segments – 0.3 – –0.3 – 0.8 – –0.8 –

Net revenues 235.4 67.0 – –0.3 302.1 98.0 – –0.8 399.3

Cost of goods sold and services provided –149.9 –56.4 – 0.3 –206.0 –80.4 – 0.8 –285.6

Gross profit 85.5 10.6 – – 96.1 17.6 – – 113.7

Gross profit margin 36.3% 15.8% 31.8% 18.0% 28.5%

Marketing and sales expenses –35.5 –5.1 – – –40.6 –9.5 – – –50.1

Administrative expenses –21.5 –3.7 –4.0 1.7 –27.5 –3.7 – 0.4 –30.8

Development expenses –4.9 –0.8 – – –5.7 –0.2 – – –5.9

Other operating income 1.5 0.5 3.0 –1.7 3.3 1.2 8.8 –0.4 12.9

Other operating expense –1.1 –0.3 – – –1.4 –0.6 – – –2.0

Operating result (EBIT) 24.0 1.2 –1.0 – 24.2 4.8 8.8 – 37.8

EBIT margin 10.2% 1.8% 8.0% 4.9% 9.5%

Depreciation and amortization 5.4 0.6 0.2 – 6.2 2.1 – – 8.3

EBITDA 29.4 1.8 –0.8 – 30.4 6.9 8.8 – 46.1

EBITDA margin 12.5% 2.7% 10.1% 7.0% 11.5%

1. Segment reporting

1 Eliminations concern intra-Group transactions.

Segment reporting 2012/Income statement

Operating segments

EUR millions Kar

dex

R

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ar

Kar

dex

M

log

Kar

dex

AG

Zuri

ch (

Hol

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)

Elim

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ions

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Net revenues, third party

– Europe, Middle East and Africa 177.9 69.4 – – 247.3 162.6 – 409.9

– Asia/Pacific 16.3 – – – 16.3 13.6 – 29.9

– Americas 41.9 1.5 – – 43.4 1.2 – 44.6

Total net revenues, third party 236.1 70.9 – – 307.0 177.4 – 484.4

Net revenues, with other operating segments 0.6 0.4 – –0.1 0.9 4.2 –5.1 –

Net revenues 236.7 71.3 – –0.1 307.9 181.6 –5.1 484.4

Cost of goods sold and services provided –154.1 –66.0 – 0.1 –220.0 –151.1 5.1 –366.0

Gross profit 82.6 5.3 – – 87.9 30.5 – 118.4

Gross profit margin 34.9% 7.4% 28.5% 16.8% 24.4%

Marketing and sales expenses –36.7 –4.9 – – –41.6 –16.6 – –58.2

Administrative expenses –18.7 –3.5 –4.0 1.7 –24.5 –5.9 0.8 –29.6

Development expenses –4.8 –0.3 – – –5.1 –0.3 – –5.4

Other operating income 2.7 0.7 2.6 –1.7 4.3 1.9 –1.0 5.2

Other operating expense –2.0 –0.3 –0.2 – –2.5 –0.5 0.2 –2.8

Operating result (EBIT) 23.1 –3.0 –1.6 – 18.5 9.1 – 27.6

EBIT margin 9.8% –4.2% 6.0% 5.0% 5.7%

Depreciation, impairment and amortization 5.8 0.6 0.1 – 6.5 3.6 – 10.1

EBITDA 28.9 –2.4 –1.5 – 25.0 12.7 – 37.7

EBITDA margin 12.2% –3.4% 8.1% 7.0% 7.8%

1 Eliminations concern intra-Group transactions.


The main exchange rates for currency translation are:

Average rates Year-end rates

in EUR 2013 2012 31.12.2013 31.12.2012

1 CHF 0.812 0.830 0.815 0.828

1 CNY 0.122 0.123 0.119 0.120

1 GBP 1.178 1.233 1.198 1.219

1 USD 0.754 0.778 0.731 0.755

EUR millions 2013 2012

Revenues from construction contracts (POC) 63.7 81.5


Salaries and wages –90.6 –93.2

Social security contributions –21.1 –21.2

Retirement and pension plan costs –2.3 –2.2

Other personnel expenses –6.4 –6.5

Total personnel expenses –120.4 –123.1


Gain of sale of the Kardex Stow Division1 8.8 –

Gains from non-current assets sold 0.2 0.7

Scrap sales 1.5 2.2

Completion of legal cases 1.2 1.3

Other income 1.2 1.0

Total other operating income 12.9 5.2

Losses from non-current assets sold –0.1 –

Taxes other than income taxes –0.8 –1.0

Contribution to pension schemes –0.5 –0.8

Legal and other expenses1 –0.6 –1.0

Total other operating expenses –2.0 –2.8

2. Foreign currency translation

3. Long-term construction contracts

4. Personnel expenses

5. Other operating income and expenses

1 Details for the disposal of the Kardex Stow Division, see note 28.

Restructuring expenses totaling EUR 1.5 million (EUR 3.3 million) were recog-

nized in the income statement for the year under review. Thereof EUR 0.4

million (EUR 1.2 million) was included in “Marketing and sales expenses”,

EUR 1.1 million (EUR 0.2 million) in “Administrative expenses”, none (EUR 0.7

million) in “Development expenses” and none (EUR 1.2 million) in “Cost of

goods sold and services provided”.

6. Restructuring expenses


Interest income 0.2 0.2

Exchange gains (net) – 0.1

Other financial income1 1.2 0.1

Total financial income 1.4 0.4

Interest expense –1.5 –2.3

Exchange losses (net) –0.4 –

Other financial expenses1 –1.5 –1.2

Total financial expenses –3.4 –3.5

Total financial result, net – 2.0 – 3.1

8.1 Income tax expense


Current income tax –3.4 –3.8

Deferred income tax –0.9 0.7

Total income tax expense –4.3 –3.1

The low effective tax rate of 12.0% (12.7%) is largely attributable to the usage of

tax losses carryforward. The expected average tax rate for the year under review

is 21.7% (25.2%). The locally applicable expected average tax rate is applied for

the deferred tax calculation per subsidiary.

Deferred tax assets from tax losses carryforward are not capitalized. The tax

losses carryforward expire as follows:

8.2 Tax losses carryforward

EUR millions 31.12.2013 31.12.2012

Tax losses carryforward by expiration

Following year 0.1 0.7

In 2 to 5 years 1.6 14.3

After 5 years 44.2 48.8

Total tax losses carryforward 45.9 63.8

Remaining tax losses carryforward mainly relate to Germany and the US. On

31 December 2013, the non-capitalized tax effects on losses carryforward

amounted to EUR 13.1 million (EUR 16.4 million).

7. Financial result, net

8. Income tax expense and tax losses carryforward

1 Including early payer discounts.


EUR millions U

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Acquisition cost, 1 January 3.3 38.1 81.2 8.3 7.4 – 138.3

Disposal of the Kardex Stow Division –0.6 –13.4 –40.8 –5.1 –2.0 –0.1 –62.0

Additions – 0.1 3.2 0.5 0.9 0.3 5.0

Disposals – – –4.3 –0.4 –1.2 – –5.9

Other reclassifications 1.5 –1.5 0.1 – – –0.1 –

31 December 4.2 23.3 39.4 3.3 5.1 0.1 75.4

Accumulated depreciation and

impairment, 1 January – –14.5 –61.4 –4.7 –6.2 – –86.8

Disposal of the Kardex Stow Division – 2.4 31.0 2.1 1.7 – 37.2

Additions – depreciation – –0.9 –4.7 –0.3 –0.7 – –6.6

Disposals – depreciation – – 4.2 0.3 1.2 – 5.7

Disposals – impairment – – 0.2 – – – 0.2

31 December – –13.0 –30.7 –2.6 –4.0 – –50.3

Net carrying amount, 1 January 3.3 23.6 19.8 3.6 1.2 – 51.5

Net carrying amount, 31 December 4.2 10.3 8.7 0.7 1.1 0.1 25.1

Carrying amount of fixed assets held under

finance leases, 1 January – 5.6 2.0 – – – 7.6


finance leases, 31 December – – – – – – –

The insurance value of property, plant and equipment amounts to EUR 110.2

million.

Depreciation of property, plant and equipment is included in the following items:

EUR 5.3 million in “Cost of goods sold and services provided”, EUR 0.2 million in

“Marketing and sales expenses”, EUR 0.1 million in “Development expenses” and

EUR 1.0 million in “Administrative expenses”.

9. Property, plant, equipment and intangible assets

9.1 Property, plant and equipment 2013

EUR millions U

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Acquisition cost, 1 January 3.3 38.3 81.8 8.7 7.4 0.1 139.6

Additions – – 2.8 0.3 0.6 – 3.7

Disposals – – –3.3 –0.9 –0.6 – –4.8

Other reclassifications – –0.2 – 0.2 – –0.1 –0.1

Exchange rate differences – – –0.1 – – – –0.1

31 December 3.3 38.1 81.2 8.3 7.4 – 138.3

Accumulated depreciation and

impairment, 1 January – –13.6 –57.7 –4.9 –6.1 – –82.3

Additions – depreciation – –1.0 –5.7 –0.5 –0.8 – –8.0

Disposals – depreciation – – 1.5 0.7 0.6 – 2.8

Disposals – impairment – – 0.5 0.1 – – 0.6

Other reclassifications – 0.1 – –0.1 – – –

Exchange rate differences – – – – 0.1 – 0.1

31 December – –14.5 –61.4 –4.7 –6.2 – –86.8

Net carrying amount, 1 January 3.3 24.7 24.1 3.8 1.3 0.1 57.3

Net carrying amount, 31 December 3.3 23.6 19.8 3.6 1.2 – 51.5


finance leases, 1 January – 5.7 3.0 – 0.1 – 8.8


finance leases, 31 December – 5.6 2.0 – – – 7.6

The insurance value of property, plant and equipment amounts to EUR 196.8

million.

Depreciation of property, plant and equipment is included in the following items:

EUR 6.4 million in “Cost of goods sold and services provided”, EUR 0.2 million in

“Marketing and sales expenses”, EUR 0.1 million in “Development expenses” and

EUR 1.3 million in “Administrative expenses”.

9.2 Property, plant and equipment 2012


EUR millions C

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ed

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t co

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Acquisition cost, 1 January 4.4 14.3 1.6 20.3

Disposal of the Kardex Stow Division –1.1 –6.5 – –7.6

Additions – 1.3 0.1 1.4

Disposals – –0.3 –0.3 –0.6

Other reclassifications – –0.2 0.2 –

Exchange rate differences – 0.1 – 0.1

31 December 3.3 8.7 1.6 13.6

Accumulated amortization and impairment, 1 January –4.4 –10.0 –0.9 –15.3

Disposal of the Kardex Stow Division 1.1 5.2 – 6.3

Additions – amortization – –1.4 –0.3 –1.7

Disposals – amortization – 0.3 0.3 0.6

Other reclassifications – 0.2 –0.2 –

31 December –3.3 –5.7 –1.1 –10.1

Net carrying amount, 1 January – 4.3 0.7 5.0

Net carrying amount, 31 December – 3.0 0.5 3.5

Amortization of intangible assets is included in the following items: EUR 0.1

million in “Cost of goods sold and services provided” and EUR 1.6 million in

“Administrative expenses”.

9.3 Intangible assets in 2013

EUR millions C

apit

aliz

ed

dev

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men

t co

sts

Cap

ital

ized

so

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are

Pat

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Acquisition cost, 1 January 4.7 13.7 0.9 19.3

Additions – 1.2 0.2 1.4

Disposals –0.3 –0.3 – –0.6

Other reclassifications – –0.3 0.4 0.1

Exchange rate differences – – 0.1 0.1

31 December 4.4 14.3 1.6 20.3

Accumulated amortization and impairment, 1 January –4.4 –8.7 –0.7 –13.8

Additions – amortization –0.3 –1.6 –0.2 –2.1

Disposals – amortization 0.3 0.3 – 0.6

31 December –4.4 –10.0 –0.9 –15.3

Net carrying amount, 1 January 0.3 5.0 0.2 5.5

Net carrying amount, 31 December – 4.3 0.7 5.0

Amortization of intangible assets is included in the following items: EUR 0.4

million in “Cost of goods sold and services provided” and EUR 1.7 million in

“Administrative expenses”.

9.4 Intangible assets in 2012


Goodwill is offset against retained earnings at the time of acquisition. The

resulting impact on equity and the net result, taking into account a goodwill

amortization period of five years, are documented below.

Effects of a theoretical amortization of goodwill on the balance sheet and income

statement:


Declared result for the period 31.5 21.4

Theoretical annual amortization of goodwill –6.3 –6.6

Theoretical exchange rate differences 0.3 –0.1

Theoretical result for the period 25.5 14.7

Acquisition value of goodwill, 1 January 61.4 61.7

Disposal of the Kardex Stow Division –23.1 –

Increase of purchase price Mlog Logistics GmbH 0.2 –

Reduction of purchase price Mlog Logistics GmbH – –0.5

Exchange rate differences –0.3 0.2

Acquisition value of goodwill, 31 December 38.2 61.4

Theoretical accumulated amortization, 1 January –48.1 –41.4

Theoretical annual amortization of goodwill –6.3 –6.6

Disposal of the Kardex Stow Division 23.1 –

Theoretical exchange rate differences 0.3 –0.1

Theoretical accumulated amortization, 31 December –31.0 –48.1

Theoretical net book value goodwill, 31 December 7.2 13.3

Declared equity, 31 December 106.9 85.4

Theoretical effect of recognition of goodwill, 1 January 13.3 20.3

Theoretical effect

of recognition of goodwill in reporting period –6.1 –7.0

Theoretical equity, 31 December 114.1 98.7

In connection with the sale of the Kardex Stow Division (refer to note 28), good-

will of EUR 23.1 million, which was previously offset against equity, was recycled

in the calculation of the related gain and recognized in the statement of changes

in equity accordingly.

EUR millions 31.12.2013 31.12.2012

Investments 0.1 0.1

Pension assets 1.8 1.9

Other financial assets 1.3 1.2

Deferred tax assets 2.8 3.8

Total financial assets 6.0 7.0

10. Treatment of goodwill

11. Financial assets

EUR millions 31.12.2013 31.12.2012

Raw materials, supplies and other consumables 6.9 17.4

Finished goods 3.4 4.2

Spare parts 6.1 7.3

Work in progress 12.2 21.9

Allowances –5.3 –7.4

Advance payments by customers –7.4 –16.2

Advance payments to suppliers 2.7 2.8

Total inventories and work in progress 18.6 30.0

EUR millions 31.12.2013 31.12.2012

Trade accounts receivable 47.2 84.8

Construction contracts with amounts due

from customers (underfinanced) 3.4 9.8

Allowances for doubtful accounts –1.2 –2.3

Total trade accounts receivable 49.4 92.3

Trade accounts receivable are distributed over a widely scattered customer base.

Management does not expect any further material losses on receivables.

Allowances on trade accounts receivable are made mainly on a case-by-case

basis; a collective allowance for positions that have been overdue for 180 days

and longer is also made.

EUR millions 31.12.2013 31.12.2012

Income tax receivables 0.9 1.0

VAT, withholding and other refundable tax 1.7 3.6

Guarantees – 0.4

Advance payments 2.5 3.1

Other receivables 2.3 2.9

Total other receivables 7.4 11.0

EUR millions 31.12.2013 31.12.2012

Cash, postal and bank current accounts 78.7 33.6

Time deposits 0.4 0.5

Total cash and cash equivalents 79.1 34.1

Of cash and cash equivalents, EUR 0.5 million (EUR 1.9 million) is currently held

in countries with specific formalities and request procedures for transfers abroad.

By complying with these requirements, the Group has these funds at its disposal.

12. Inventories and work in process

13. Trade accounts receivable

14. Other receivables

15. Cash and cash equivalents


Nominal value per share (CHF) Number of shares

Share capital in EUR millions

Number of treasury shares

Treasury shares in EUR millions

2013 2012 2013 2012 2013 2012 2013 2012 2013 2012

1 January 11.00 11.00 7 730 000 7 730 000 59.9 59.9 21 500 3 149 0.5 0.1

Additions – – – – – – 1 977 34 659 0.1 0.7

Disposals – – – – – – –23 477 –16 308 –0.6 –0.3

31 December 11.00 11.00 7 730 000 7 730 000 59.9 59.9 – 21 500 – 0.5

Kardex AG’s share capital is denominated in EUR. When Kardex AG’s functional

currency was changed from CHF to EUR, the share capital was converted histori-

cally; therefore, there are no currency translation effects on the share capital.

As at 31 December 2013, there were 7 730 000 (7 730 000) fully paid up

registered shares with a nominal value of CHF 11.00 (CHF 11.00) outstanding.

The capital reserves comprise premiums as well as gains/losses from transactions

with treasury shares.

In the period under review as well as in the previous period, the Executive Com-

mittee drew no shares from the Company’s holdings of treasury shares. In the

period under review, the Board of Directors, as part of their compensation for the

2013 financial year, drew 23 477 (9 599) shares from the Company’s holdings of

treasury shares. As at 31 December 2013, Kardex AG held no treasury shares

(21 500).

2013 2012

Number of outstanding shares

at the beginning of the financial year 7 708 500 7 726 851

Purchases of treasury shares –1 977 –34 659

Disposals of treasury shares 23 477 16 308

Number of outstanding shares

at the end of the financial year 7 730 000 7 708 500

Weighted average number of outstanding shares 7 718 409 7 720 905

Net result Group (EUR) 31 463 000 21 370 000

Basic earnings per share (EUR) 4.08 2.77

Diluted earnings per share (EUR)¹ 4.08 2.77

Non-current financial liabilities

EUR millions 31.12.2013 31.12.2012

Banks 2.1 14.7

Finance lease liabilities – 0.6

Total non-current financial liabilities 2.1 15.3

16. Share capital

17. Earnings per share

18. Financial liabilities

1 No dilutive effect occurred in 2013 and 2012, the diluted result per share is the same as the basic result per share (net result/average number of outstanding shares).

Non-current financial liabilities with banks by due date

EUR millions 31.12.2013 31.12.2012

2 to 5 years 2.1 13.5

Over 5 years – 1.2

Total non-current liabilities with banks by due date 2.1 14.7

Current financial liabilities

EUR millions 31.12.2013 31.12.2012

Current bank loans – 5.5

Current portion of finance lease liabilities – 0.4

Current portion of non-current financial liabilities – 0.5

Total current financial liabilities – 6.4

On 17 August 2011, Kardex AG took out a syndicated loan in the total amount of

EUR 50 million, arranged by UBS AG (42.86%), Credit Suisse AG (35.71%) and

Zürcher Kantonalbank (21.43%). This facility is divided into a credit line totaling

EUR 20 million (tranche A), which has to be amortized, and a revolving, working

capital credit line of EUR 30 million (tranche B). The credit line subject to amorti-

zation can be drawn in EUR and is subject to annual ordinary amortization of EUR

5.0 million payable on 30 April each year. Tranche A was fully repaid on 7 August

2013 and is no longer available to Kardex AG.

Tranche B is for the financing of working capital and non-current operating assets

and can be drawn in EUR and CHF or other freely convertible currencies accept-

able to all lenders. Tranche B had not been utilized as at 31 December 2013. The

interest margin to cover Company-specific risk was 1.25% as at 31 December

2013, which reflects the lowest in the agreed margin grid on the syndicated loan.

Tranche B matures on 30 April 2015. The commitment fee for tranche B is 35%

of the respective current interest margin for the calculation period, calculated on

the average undrawn amount.

Compliance with the covenants agreed with the banks must be confirmed quar-

terly. The covenants include key financial figures relating to the leverage factor

and equity ratio. All covenants were complied with as at 31 December 2013.

The market-dependent interest component of the syndicated loan depends on the

development of the Euribor rate, on the one hand, and the chosen interest period,

on the other; it is fixed for one to six whole months, depending on the choice of

interest period.

Under the syndicated loan the distributable amount for dividends, capital reduc-

tions or share buyback may not exceed 50% of the consolidated net profit of the

Group.

Financial liabilities at year-end in all currencies had an average interest rate of

1.84% (3.01%).


Current employee benefits

EUR millions 31.12.2013 31.12.2012

Employee claims in other current liabilities 1.0 2.8

Employee claims in accruals 12.1 9.6

Total employee claims 13.1 12.4

Social security and pension plan liabilities 1.0 1.8

Total employee claims and current pension liabilities 14.1 14.2

Employee claims include bonuses, holiday and overtime. There was no liability

towards pension institutions (EUR 0.2 million).

EUR millions 31.12.2013 31.12.2012

Total pension assets1 1.8 1.9

Provisions

Pension liabilities relating to defined benefit plans1 12.1 12.4

Other non-current employee benefit obligations 2.9 4.0

Total non-current provisions 15.0 16.4

Current pension liabilities1 0.6 0.5

Other current employee benefit obligations 1.6 2.2

Total current provisions 2.2 2.7

Total provisions 17.2 19.1

19. Employee benefits

1 These items represent the “Economic part of the Group” in table “Pension institutions”.

Employees and former employees receive different employee benefits and retire-

ment pensions, which are determined in accordance with the legislative provisions

in the countries concerned. All Swiss companies in the Group are members of

collective foundations, which are not direct risk-takers. These pension plans are

funded by contributions from both the employer and employee. The private

pension plans in Switzerland are structured for the purpose of building up retire-

ment assets to be converted into fixed retirement pensions and supplementary risk

benefits. Some of the pension plans abroad are made into independent schemes.

Measurement and recognition of these plans comply with FER 16.

Pension institutions EUR millions S

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and pension expenses

Pension plans without surplus/deficit – – – – –1.7 –1.7 –1.7

Pension plans with deficit –0.3 –0.3 – –0.3 – –0.3 –

Pension institutions without own assets – –10.6 –11.0 0.4 –0.7 –0.3 –0.5

Total –0.3 –10.9 –11.0 0.1 –2.4 –2.3 –2.2

EUR millions D

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1 January 0.4 3.5 3.2 19.1 0.7 1.9 28.8 27.5

Disposal of the

Kardex Stow Division –0.2 –0.1 –0.9 – – –1.2 –

Additions 0.2 – 1.3 3.4 1.0 2.5 8.4 10.9

Utilization – –1.9 –1.4 –3.6 –1.0 –1.1 –9.0 –8.5

Reversal – –1.2 –0.3 –0.8 – –0.4 –2.7 –0.8

Reclassifications – – – – – – – –0.3

31 December 0.4 0.3 2.8 17.2 0.7 2.9 24.3 28.8

Non-current provisions 0.4 0.1 2.0 15.0 0.3 0.5 18.3 21.4

Current provisions – 0.2 0.8 2.2 0.4 2.4 6.0 7.4

Deferred tax liabilities are shown net after offsetting them against deferred tax

assets. Netting takes place at individual company level.

The provisions for legal disputes and contractual penalties relate to ongoing

proceedings and include provisions for contractual obligations. In the period under

review provisions of EUR 1.9 million were used by the Kardex Mlog Division in

order to cover losses and contractual penalties incurred in four projects. Provisions

for disputes from the sale of an operating segment could be reversed.

The provision for warranties covers the cost for guarantee claims. The actual

amount is based on current sales and available data. Experience shows that the

provisions will be used in the following one to two years.

For employee benefit obligations, see note 19.

Provisions for restructuring relate to measures for adjusting cost structures in

Mlog Logistics GmbH and other subsidiaries. Provisions for restructuring include

severance payments and are only recognized in the balance sheet once the

restructuring decision has been announced. Normally the expenses fall due within

one to two years.

Additional details on the other provisions will not be given as these details may

adversely affect the position of the Group in ongoing proceedings.

EUR millions 31.12.2013 31.12.2012

VAT, withholding tax and other tax liabilities 6.5 6.9

Construction contracts with amounts due

to customers (overfinanced) 2.8 6.9

Advances received (POC) – 0.3

Social security and pension plan liabilities 1.0 1.8

Employee claims 1.0 2.8

Other current liabilities 6.0 3.3

Total other current liabilities 17.3 22.0

20. Provisions

21. Other current liabilities


EUR millions 31.12.2013 31.12.2012

Currency derivatives (hedging)

Contract volumes – 0.5

No derivative financial instruments were outstanding as at the end of the period

under review.

In the previous year, currency derivatives (cash flow hedges) were used to hedge

the Polish zloty and UK pound sterling. The currency contracts were recognized

in the balance sheet at replacement (i. e. market) value. Any gains and losses

accruing were recognized directly in the income statement.

EUR millions 31.12.2013 31.12.2012

Expense for operating leases for the year 9.3 11.2

Future minimum payments

for non-cancellable lease agreements:

Up to 1 year 6.3 7.8

1 to 5 years 11.3 14.3

Over 5 years 10.5 5.6

Total future minimum payments for operating leases 28.1 27.7

Operating leases apply mainly to vehicles and rents on buildings. Leasing contracts

are agreed at current market conditions.

The Group is currently involved in various litigations arising in the course of

business. The Group does not anticipate that the outcome of these proceedings,

either individually or in total, will have a material effect on its financial or income

situation.

The total amount of guarantees in favor of third parties was EUR 30.6 million as

at 31 December 2013 (EUR 43.7 million).

EUR millions 31.12.2013 31.12.2012

Property, plant and equipment 1.2 13.2

Cash and cash equivalents 1.3 1.3

Total assets pledged or of restricted disposability 2.5 14.5

Related parties (natural persons or legal entities) are defined as any party directly

or indirectly able to exercise significant influence over the organization as it

makes financial or operational decisions. Organizations that are in turn directly or

indirectly controlled by the same related parties are also deemed to be related

parties. With the exception of the pension plans (see note 19), there were no

outstanding receivables from or liabilities towards these parties. No transactions

were carried out with related parties during the year under review or the previous

year.

Disclosures of compensation and shareholdings in accordance with the Swiss Code

of Obligations may be found in the notes to the financial statements of Kardex AG.

22. Derivative financial instruments

23. Operating leases

24. Contingent liabilities

25. Assets pledged or of restricted disposability

26. Related parties

No acquisition took place during the period under review.

In the previous year, the purchase price for the acquisition of Mlog Logistics

GmbH, Neuenstadt (Germany), which occurred in 2010, was reduced by EUR 0.5

million due to tax claims compensated by the sellers. In the year under review, the

appeal against the tax assessment was admitted, the tax claim was reduced and

EUR 0.2 million of the compensation payment was reimbursed to the sellers. This

amount is reported as an acquisition of companies.

The Kardex Stow Division was sold by Kardex AG to the French-based Averys

Group. As at 31 July 2013, the date on which all the necessary approvals were

received from the competition authorities, all pre-closing conditions were fulfilled

and the closing agreement between Kardex AG and Averys was signed. Since this

date, Stow International nv, Spiere-Helkijn (Belgium) and its subsidiaries have not

been part of the Kardex Group anymore.

The balance sheet of the Kardex Stow Division as at 31 July 2013 and the

resulting gain from the sale were as follows:

EUR millions 31.07.2013

Property, plant and equipment 24.8

Intangible assets 1.3

Financial assets 0.2

Non-current assets 26.3

Inventories and work in progress 11.9

Trade accounts receivable 33.7

Other receivables 3.2

Prepaid expenses 1.9

Cash and cash equivalents 3.6

Current assets 54.3

Assets 80.6

Share capital 11.4

Capital reserves 1.0

Retained earnings incl. translation differences 23.2

Equity 35.6

Non-current financial liabilities 2.7

Non-current provisions 1.2

Non-current liabilities 3.9

Trade accounts payable 29.2

Current financial liabilities 0.7

Accruals 1.5

Other current liabilities 9.7

Current liabilities 41.1

Equity and liabilities 80.6

Equity 35.6

Goodwill (recycled) 23.1

Net assets 58.7

Sales price after transaction costs 67.5

Gain of sale of the Kardex Stow Division 8.8

27. Acquisition of subsidiaries

28. Disposals of subsidiaries


The Kardex Stow Division realized net revenues of EUR 98.0 million in the

reporting period (EUR 181.6 million). This divestment affects mainly the geo-

graphical markets “Europe, Middle East and Africa”, while “Asia Pacific” and

“Americas” will only experience a minor effect. The operating result (EBIT) of

the Kardex Stow Division amounted to EUR 4.8 million in the reporting period

(EUR 9.1 million).

The Kardex Stow Division held subsidiaries in Austria, Belgium, China, Czech

Republic, France, Germany, the Netherlands, Poland, Slovakia and in the United

Kingdom. The local entities of the remaining divisions Kardex Remstar and Kardex

Mlog are not affected or influenced by this divestment.

The cash flow statement of the Kardex Stow Division as at 31 July 2013 was as

follows:

EUR millions Jan. to July 2013

Net cash flow from operating activities 1.0

Net cash flow from investing activities –1.9

Net cash flow from financing activities –1.9

Net change in cash and cash equivalents –2.8

Additionally Kardex Slovensko s.r.o, Bratislava (Slovakia) was liquidated and

Kardex Megamat Beteiligungs GmbH, Neuburg/Kammel (Germany) was merged

with Kardex Produktion Deutschland GmbH, Neuburg/Kammel (Germany) during

the period under review.

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:

AT * Kardex Austria GmbH, Vienna

Kardex Remstar 20 EUR 300 000 100 1

AUS * * Kardex VCA Pty Ltd, Wodonga

Kardex Remstar 15 AUD 700 000 100 1

BE * S.A. Kardex nv, Forest/Brussels


CH * Kardex Systems AG, Volketswil

Kardex Remstar 42 CHF 1 000 000 100 1

* KRM Service AG, Zurich

Kardex Remstar 15 CHF 500 000 100 1

CN * Kardex Logistic System (Beijing) Co. Ltd., Beijing


CY * Kardex Systems Ltd., Limassol


CZ * Kardex s.r.o., Prague

Kardex Remstar 24 CZK 500 000 100 1

DE * * Kardex Produktion Deutschland GmbH, Neuburg/Kammel

Kardex Remstar 399 EUR 8 567 730 87.47 12.53

4

3

* * Kardex Software GmbH, Wörth a. Rh.


* Kardex Germany GmbH, Bellheim/Pfalz


* * Kardex Deutschland GmbH, Neuburg/Kammel

Kardex Remstar 136 EUR 1 386 310 26.2 73.8

2

4

* * * Mlog Logistics GmbH, Neuenstadt am Kocher

Kardex Mlog 238 EUR 50 000 100 4

ES * Kardex Sistemas S.A., San Fernando de Henares, Madrid


FI * Kardex Finland OY, Jyväskylä


FR * Kardex France SASU, Neuilly-Plaisance Cedex

Kardex Remstar 71 EUR 1 835 000 100 1

HU * Kardex Hungaria Kft., Budaörs

Kardex Remstar 10 HUF 3 000 000 100 1

IE * Kardex Systems Ireland Ltd., Dublin


IN * Kardex India Storage Solutions Private Ltd., Bangalore

Kardex Remstar 24 INR 26 143 500 99.0 1.0

1

7

IT * Kardex Italia S.p.A., Opera (Mi)


29. Subsidiaries

1 Kardex AG, Zurich, CH2 Kardex Produktion Deutschland GmbH, Neuburg/Kammel, DE3 Kardex Deutschland GmbH, Neuburg/Kammel, DE4 Kardex Germany GmbH, Bellheim, DE5 Kardex Production USA Inc., Westbrook (Maine), USA 6 KRM Service AG, Zurich, CH 7 Kardex Systems Ltd., Limassol, CY


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:

MY * Kardex Malaysia Sdn Bhd, Kuala Lumpur

Kardex Remstar 3 MYR 200 000 100 1

NL * Kardex Systems bv, Woerden


NO * Kardex Norge AS, Skedsmokorset

Kardex Remstar 18 NOK 2 500 000 100 1

PL * Kardex Polska Sp.z.o.o., Warsaw

Kardex Remstar 6 PLN 200 000 100 1

RU * OOO Kardex Moscow

Kardex Holding – RUB 10 000 100 1

SE * Kardex Sverige AB, Bromma

Kardex Remstar 26 SEK 100 000 100 1

SG * Kardex Far East Private Ltd., Singapore

Kardex Remstar 5 SGD 1 550 000 100 1

TR * Kardex Turkey Depolama Sistemleri Ltd. Sti., Istanbul

Kardex Remstar 10 TRY 1 350 000 99.5 0.5

1

6

UK * Kardex Systems (UK) Ltd., Hertford

Kardex Remstar 61 GBP 828 000 100 1

US * Kardex Remstar LLC, Westbrook (Maine)

Kardex Remstar 56 USD 100 100 5

* * Kardex Production USA Inc., Westbrook (Maine)

Kardex Remstar 6 USD 1 000 100 1

1 Kardex AG, Zurich, CH2 Kardex Produktion Deutschland GmbH, Neuburg/Kammel, DE3 Kardex Deutschland GmbH, Neuburg/Kammel, DE4 Kardex Germany GmbH, Bellheim, DE5 Kardex Production USA Inc., Westbrook (Maine), USA 6 KRM Service AG, Zurich, CH 7 Kardex Systems Ltd., Limassol, CY

As part of its duty to supervise the Company, the Board of Directors performs

a systematic risk assessment at least once a year. The risk assessment was based

on a company-specific risk universe and on information obtained from interviews

with division and Group management. Risks were recorded according to their

likelihood, reputational risk and potential financial impact. This process is supported

by a risk matrix that describes and values the substantial risks valid for the Group

according to the following categories: external environment, strategy, management

and leadership, production, market and sales, information technology and finance

and compliance. Measures in order to cope with these risks are also contained in

the risk matrix. The Board of Directors noted the report of the Executive Committee

on Group-wide risk management at the meeting on 10 December 2013 and

approved the measures contained therein.

The Board of Directors approved these financial statements on 12 March 2014

and released them for publication. They must also be approved by the Share-

holders General Meeting.

No events took place between 31 December 2013 and 12 March 2014 that

would require an adjustment to the book value of Kardex AG’s assets, liabilities or

equity. In February 2014 Kardex AG terminated the syndicated committed loan of

EUR 30 million and concluded bilateral uncommitted credit lines in the same

amount. Besides this, there were no other events that are subject to disclosure

here.

30. Risk management

31. Release for publication and approval of the financial statements

32. Events after the balance sheet date



Report of the Statutory Auditor to the General Meeting of Shareholders of

Kardex AG, Zurich

Report of the Statutory Auditor on the Consolidated Financial Statements

As statutory auditor, we have audited the accompanying consolidated financial

statements of Kardex AG, presented on pages 46 to 77, which comprise the

income statement, balance sheet, cash flow statement, statement of changes in

equity and notes for the year ended 31 December 2013.

Board of Directors’ responsibilityThe board of directors is responsible for the preparation of the consolidated

financial statements in accordance with Swiss GAAP FER and the requirements of

Swiss law. This responsibility include s designing, implementing and maintaining

an internal control system relevant to the preparation and fair presentation of

consolidated financial statements that are free from material misstatement,

whether due to fraud or error. The board of directors is further responsible for

selecting and applying appropriate accounting policies and making accounting

estimates that are reasonable in the circumstances.

Auditor’s responsibilityOur responsibility is to express an opinion on these consolidated financial state-

ments based on our audit. We conducted our audit in accordance with Swiss law

and Swiss Auditing Standards. Those standards require that we plan and perform

the audit to obtain reasonable assurance whether the consolidated financial

statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the

amounts and disclosures in the consolidated financial statements. The procedures

selected depend on the auditor’s 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, the auditor considers the internal

control system relevant to the entity’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 entity’s internal control system. An audit also includes

evaluating the appropriateness of the accounting policies used and the reason-

ableness of accounting estimates made, as well as evaluating the overall presen-

tation of the consolidated financial statements. We believe that the audit evi-

dence we have obtained is sufficient and appropriate to provide a basis for our

audit opinion.

OpinionIn our opinion, the consolidated financial statements for the year ended

31 December 2013 give a true and fair view of the financial position, the results

of operations and the cash flows in accordance with Swiss GAAP FER and

comply with Swiss law.

Report on other legal requirements

We confirm that we meet the legal requirements on licensing according to the

Auditor Oversight Act (AOA) and independence (article 728 CO and article 11

AOA) and that there are no circumstances incompatible with our independence.

In accordance with article 728a § 1 item 3 CO and Swiss Auditing Standard 890,

we confirm that an internal control system exists, which has been designed for

the preparation of consolidated financial statements according to the instructions

of the Board of Directors.

We recommend that the consolidated financial statements submitted to you be

approved.

KPMG AG

Thomas Schmid Roman Wenk

Licensed Audit Expert Licensed Audit Expert Auditor in Charge

Zurich, 12 March 2014

Income statement of Kardex AG

Balance sheet of Kardex AG

Notes to the financial statemens of Kardex AG

Report of the statutory auditor on the financial statements

82

83

84

92

Financial reporting Kardex AG (Holding)

Financial reporting Kardex AG

CHF millions Notes 2013 2012

Income from investments 12.7 4.8

Licensing income 7.1 7.9

Financial income 3 1.2 2.9

Other income 5 38.9 3.2

Release of impairment on investments and loans to Group companies 6, 9 27.0 3.0

Total income 86.9 21.8

Administrative expenses 2 –4.5 –4.6

Licensing expenses –0.2 –0.2

Trademark amortization – –0.1

Financial expenses 3 –0.6 –2.3

Income tax – –0.1

Total expenses –5.3 –7.3


Income statement ofKardex AG

Balance sheet ofKardex AG

CHF millions Notes 31.12.2013 31.12.2012

Property, plant and equipment 4 0.4 0.4

Loans to Group companies 6 11.9 20.4

Investments 5 152.2 174.2

Non-current assets 164.5 195.0

Receivables from Group companies 9.0 12.7

Other short-term receivables – 0.1

Prepaid expenses 0.2 1.6

Securities 7 – 0.5

Cash and cash equivalents 77.4 16.2

Current assets 86.6 31.1

Assets 251.1 226.1

Share capital 85.0 85.0

General (legal) reserves

– Capital contribution reserve 33.5 73.6

– Reserve for treasury shares 7 – 0.6

Unrestricted reserve 20.0 20.0

Retained deficit and release of reserves for treasury shares –14.8 –29.9


Equity 205.3 163.8

Non-current financial liabilities – 12.1

Non-current financial liabilities – 12.1

Payables to Group companies 40.5 41.5

Other short-term payables 8 0.1 0.1

Accrued expenses 0.6 0.7

Provisions 4.6 1.9

Current portion of non-current financial liabilities – 6.0

Current liabilities 45.8 50.2

Liabilities 45.8 62.3

Equity and liabilities 251.1 226.1

Notes to the financial statements of Kardex AG

The financial statements of Kardex AG comply with the requirements of the Swiss

Code of Obligations.

The euro is Kardex AG’s functional currency and the presentation currency of the

Group because the Group’s cash flows and transactions are denominated mainly in

euros. The accounts of Kardex AG are presented in millions of Swiss francs.

As at 31 December, the annual financial statements are translated into Swiss

francs as follows:

– Assets and liabilities (including shareholdings and loans to Group companies) are

translated at closing rates.

– The income statement and movements in equity capital are translated at average

year-end rates.

– Equity capital is translated at historic rates.

– Translation differences are recognized as income in accordance with the imparity

principle (provisioning of unrealized gains).

CHF millions 2013 2012

Personnel expenses 2.9 3.1

Other expenses 1.6 1.5

Total administrative expenses 4.5 4.6

Financial income decreased due to the lower amount of outstanding loans to Group

companies and the lower rate of interest charged on these loans.

Financial expenses decreased because financial debts were repaid in full during the

reporting period and due to the low interest-rates.

The fire insurance value of property, plant and equipment of Kardex AG amounts

to CHF 0.6 million (CHF 0.6 million).

Investments are made up entirely of shareholdings of Kardex AG in subsidiaries

which are listed on pages 75 and 76 of this report. Kardex AG held no minority

interest as at 31 December 2013.

During the reporting period Kardex AG sold the Kardex Stow Division. This

divestment resulted in a gain of CHF 35.1 million which is reported under other

income.

1. Accounting principles

2. Administrative expenses

3. Financial expenses and income

4. Fire insurance for prop-erty, plant and equipment

5. Investments


Provision for impairment of loans to subsidiaries were reduced by CHF 5.8 million

(CHF 3.0 million). Due to consistently good results and the recovery of the equity

of most subsidiaries, CHF 21.2 million (CHF 0) of the provisions for impairment of

investments in subsidiaries was released.

Securities are made up entirely of equity shares. Kardex AG held no equity shares

at 31 December 2013; therefore it was possible to release the reserve for

treasury shares.

Treasury shares underwent the following movements:

NumberPrice per

share in CHFTotal

CHF 1 000

31 December 2009 57 573 33.45 1 925.8

Disposals 2010 –42 209 49.53 –2 090.6

Valuation adjustments 630.3

31 December 2010 15 364 30.30 465.5

Disposals 2011 –12 215 49.53 –605.0


31 December 2011 3 149 11.95 37.6

Purchases 2012 34 659 22.41 776.7

Disposals 2012 –16 308 22.60 –368.6


31 December 2012 21 500 24.40 524.6

Purchases 2013 1 977 40.73 80.5

Disposals 2013 –23 477 27.46 –644.7


31 December 2013 – 39.20 –

Kardex AG had no liabilities towards pension funds as at 31 December 2013

(CHF 0).

During the period under review CHF 21.7 million of hidden reserves relating to

value adjusted shareholdings was released (CHF 0).

6. Loans to Group companies

7. Securities

8. Liabilities towards pension funds

9. Release of hidden reserves


The following shareholders owned more than 3% of the share capital of CHF 85.0

million as at 31 December:

31.12.2013 31.12.2012

Buru Holding and Philipp Buhofer 22.9% 22.6%

LB (Swiss) Investment AG 3.0% 4.4%

CHF millions 31.12.2013 31.12.2012

Expense for operating leases for the year 0.2 0.2

Future minimum payments for

non-cancellable lease agreements:

Up to 1 year 0.2 0.3

1 to 5 years 0.5 0.7

Total future minimum payments for operating leases 0.7 1.0

Operating leases apply mainly to vehicles and rents on buildings. Leasing con-

tracts are agreed at current market conditions.

In view of the group taxation principle, all Swiss companies bear unlimited joint

and several liability for value-added tax (in accordance with Art. 15, § 1c of Swiss

VAT legislation).

Kardex AG has joint responsibility for all liabilities arising from the cash-pooling

agreement.

CHF millions 31.12.2013 31.12.2012

Contingent liabilities in favour of

subsidiaries and third parties 4.0 4.3

Subordinated loans to subsidiaries 1.3 0.2

As the ultimate parent company of the Group, Kardex AG is fully involved in the

Group-wide risk management process.

As part of its duty to supervise the Company, the Board of Directors performs

a systematic risk assessment at least once in a year. The Board of Directors noted

the report of the Executive Committee on the Group-wide risk management at the

meeting on 10 December 2013 and approved the measures contained therein.

No events took place between 31 December 2013 and 12 March 2014 that

would require an adjustment to the book value of Kardex AG’s assets, liabilities or

equity. In February 2014, Kardex AG terminated the syndicated committed loan of

EUR 30 million and concluded bilateral uncommitted credit lines in the same

amount. Besides this, there were no other events that are subject to disclosure

here.

10. Significant shareholders as defined by Art. 663c of the Swiss Code of Obligations

11. Operating leases

12. Securing of liabilities

13. Contingent liabilities

14. Risk management

15. Events after the balance sheet date

16.1 Compensations

Board of Directors 2013

CHF 1 000

Board of Directors

total

Philipp Buhofer

ChairmanWalter

T. Vogel Jakob BleikerUlrich

Jakob Looser Felix Thöni

Cash payments1 333.1 148.7 60.9 49.3 65.8 8.4

Payments in shares with

retention period2, 3 Value 207.5 49.5 34.0 40.0 14.0 70.0

Units 6 289 1 500 1 031 1 212 425 2 121

Payments for the work in

the Executive Committee:1

Fixed component 455.6 – – – – 455.6

Variable component4 521.3 – – – – 521.3

Total 1 517.5 198.2 94.9 89.3 79.8 1 055.3

16. Compensations and shareholdings

1 Since Annual General Meeting 2012.2 Until Annual General Meeting 2012.3 Employer contributions to state social insurance schemes (AHV, ALV etc.) are included.4 Valuation of the shares is based on the average share price for the month preceding the date of distribution which was CHF 16.05 per

share (CHF 13.82/share). As all shares distributed to members of the Board of Directors are subject to a three-year vesting period, they are dispensed at 16% (16%) below the relevant average share price.

5 The fixed minimum portion of the director’s fee drawn in shares is 20% (20%).

No severance payments, credits or other emoluments of any kind were granted to

members of the Board of Directors or related parties.

1 Employer contributions to state social insurance schemes (AHV, ALV etc.) are included.2 Valuation of the shares is based on the average share price for the month preceding the date of distribution which was CHF 39.30 per

share (CHF 16.05/share). As all shares distributed to members of the Board of Directors are subject to a three-year vesting period, they are dispensed at 16% (16%) below the relevant average share price.

3 The fixed minimum portion of the director’s fee drawn in shares is 20% (20%).4 The variable component was fully drawn in shares (17 188 units).

Board of Directors 2012

CHF 1 000

Board of Directors

total

Philipp Buhofer

ChairmanWalter

T. VogelJakob

Bleiker1

Ulrich Jakob

Looser1Felix

ThöniLeo

Steiner2Martin Wipfli2

Cash payments3 388.0 133.5 65.3 43.5 42.7 60.9 15.5 26.6

Payments in shares

with retention period4, 5 Value 129.5 50.0 24.0 16.0 9.3 24.0 6.2 –

Units 9 599 3 673 1 781 1 188 693 1 781 483 –

Payments for the work in the

Executive Committee:3

Fixed component 436.1 31.6 – – – 404.5 – –

Variable component 81.7 – – – – 81.7 – –

Total 1 035.3 215.1 89.3 59.5 52.0 571.1 21.7 26.6


2013 2012

CHF 1 000

Executive Committee

total1

Highest compensation Jos De Vuyst²

Executive Committee

total1

Highest compensation

Jens Fankhänel3

Fixed component 1 363.0 318.1 1 576.1 444.0

Variable component4 1 655.0 1 089.8 833.2 300.0

Payments in kind5 30.6 – 30.9 8.5

Occupational pension expenses6 275.2 – 240.3 123.9

Total 3 323.8 1 407.9 2 680.5 876.4

Executive Committee

1 Payments to executive members of the Board of Directors are included in the payments to the Board of Directors. In 2013 Jos De Vuyst, the former Head of Kardex Stow Division, as well as Gerhard Mahrle, the former CFO, retired.

2 Jos De Vuyst was heading the Kardex Stow Division.3 Jens Fankhänel is heading the Kardex Remstar Division.4 The Executive Committee receives compensation consisting of a fixed base salary plus a variable component. The members of the Executive

Committee can draw the variable salary component in cash or up to 100% in shares. Valuation of the shares is based on the average share price for the month preceding the date of distribution. As all shares distributed to members of the Executive Committee are subject to a three-year vesting period, they are dispensed at 16% below the relevant average share price.

5 Vehicles.6 Employer contributions to state social insurance schemes (AHV, ALV etc.) are included.

16.2 Shareholdings of members of the Board of Directors, the Executive

Committee and related parties

Related parties and companies comprise family members and individuals or

companies that can exert a significant influence. All transactions with related

parties and companies are conducted at arm’s length.

Other than compensation payments and ordinary contributions to the various

pension plans for members of the Board of Directors and Executive Committee, no

significant transactions with related parties and companies took place.

Board of Directors

Board of Directors

Philipp Buhofer Chairman1 Walter T. Vogel Jakob Bleiker2

Ulrich Jakob Looser2 Felix Thöni

Shares held

31 Dec. 2013 1 821 803 1 773 764 13 098 2 400 1 118 31 423

Shares held

31 Dec. 2012 1 772 017 1 745 955 12 067 1 188 693 12 114

1 Including shares held by Buru Holding.2 Since Annual General Meeting 2012.

Executive Committee

Executive Committee

Jens Fankhänel Head of Kardex

Remstar Division

Hans-Jürgen Heitzer Head of Kardex

Mlog Division

Jos De Vuyst1 Head of Kardex

Stow DivisionGerhard Mahrle2

CFO

Shares held

31 Dec 2013 11 827 11 000 827 n.a. n.a.

Shares held

31 Dec 2012 44 269 11 000 827 29 505 2 937

1 Until 31 July 2013.2 Until 31 October 2013.

Since 24 April 2012, the Executive Committee has been headed by the Executive

Director Felix Thöni.

Proposal to the Annual General Meeting

1. Appropriation of retained earnings

The Board of Directors will propose to the General Meeting that accumulated

gains be carried forward as follows:

CHF millions 31.12.2013

Balance brought forward –15.4

Release of reserves of treasury shares 0.6

Result for the period 81.6

Net result 66.8

Allocation to general reserves –17.0

Net result at the disposal of the General Meeting 49.8

Balance to be carried forward 49.8

2. Distribution of dividends from the capital contribution reserve

The Board of Directors will propose to the General Meeting that it distribute an

ordinary dividend of CHF 1.25 per share on the share capital entitled to dividends,

which will be funded by a withdrawal from capital contribution reserve.

Furthermore, the Board of Directors will propose to the General Meeting that it

distribute an extraordinary dividend of CHF 1.40 per share on the share capital

entitled to dividends, which will be funded by a withdrawal from capital contribu-

tion reserve, this will represent the profit recorded in the consolidated income

statement resulting from the sale of the Kardex Stow Division.

The share capital entitled to dividends amounts to CHF 85 030 000

(7 730 000 shares). As at the end of the period, Kardex AG held no treasury

shares.

CHF millions 31.12.2013

Distribution of an ordinary dividend

from the capital contribution reserve 9.7

Distribution of an extraordinary dividend

from the capital contribution reserve 10.8

Proposal of the Board of Directors to the Annual General Meeting



Report of the Statutory Auditor to the General Meeting of Shareholders of

Kardex AG, Zurich

Report of the Statutory Auditor on the Financial Statements

As statutory auditor, we have audited the accompanying financial statements of

Kardex AG, presented on pages 82 to 89, which comprise the income statement,

balance sheet and notes for the year ended 31 December 2013.

Board of Directors’ responsibilityThe board of directors is responsible for the preparation of the financial state-

ments in accordance with the requirements of Swiss law and the company’s

articles of incorporation. This responsibility includes designing, implementing and

maintaining an internal control system relevant to the preparation of financial

statements that are free from material misstatement, whether due to fraud or

error. The Board of Directors is further responsible for selecting and applying

appropriate accounting policies and making accounting estimates that are reason-

able in the circumstances.

Auditor’s responsibilityOur responsibility is to express an opinion on these financial statements based on

our audit. We conducted our audit in accordance with Swiss law and Swiss

Auditing Standards. Those standards require that we plan and perform the audit

to obtain reasonable assurance whether the financial statements are free from

material misstatement.

An audit involves performing procedures to obtain audit evidence about the

amounts and disclosures in the financial statements. The procedures selected

depend on the auditor’s judgment, including the assessment of the risks of

material misstatement of the financial statements, whether due to fraud or error.

In making those risk assessments, the auditor considers the internal control

system relevant to the entity’s preparation of the financial statements in order to

design audit procedures that are appropriate in the circumstances, but not for the

purpose of expressing an opinion on the effectiveness of the entity’s internal

control system. An audit also includes evaluating the appropriateness of the

accounting policies used and the reasonableness of accounting estimates made,

as well as evaluating the overall presentation of the financial statements. We

believe that the audit evidence we have obtained is sufficient and appropriate to

provide a basis for our audit opinion.

OpinionIn our opinion, the financial statements for the year ended 31 December 2013

comply with Swiss law and the company’s articles of incorporation.

Report on other legal requirements

We confirm that we meet the legal requirements on licensing according to the

Auditor Oversight Act (AOA) and independence (article 728 CO and article 11

AOA) and that there are no circumstances incompatible with our independence.

In accordance with article 728a § 1 item 3 CO and Swiss Auditing Standard 890,

we confirm that an internal control system exists, which has been designed for

the preparation of financial statements according to the instructions of the Board

of Directors.

We further confirm that the proposed appropriation of retained earnings and the

proposed distribution of dividends from capital contribution reserve comply with

Swiss law and the company’s articles of incorporation. We recommend that the

financial statements submitted to you be approved.

KPMG AG

Thomas Schmid Roman Wenk

Licensed Audit Expert Licensed Audit Expert Auditor in Charge

Zurich, 12 March 2014

Czech Republic

Kardex s.r.o.

Petrská 1136/12 CZ-110 00 Prague 1

Tel. +420 224 829 361 Fax +420 224 829 376 [email protected] www.kardex-remstar.cz

Contact: Pavel Kraus

France

Kardex France SASU

ZA la Fontaine du Vaisseau 12, rue Edmond-Michelet FR-93363 Neuilly-Plaisance Cedex

Tel. +33 1 49 44 26 26 Fax +33 1 49 44 26 29 [email protected] www.kardex-remstar.fr

Contact: Ruud Hoog

Germany

Kardex Produktion Deutschland GmbH

Kardex-Platz DE-76756 Bellheim/Pfalz

Tel. +49 7272 70 90 Fax +49 7272 70 92 49 [email protected] www.kardex-remstar.de

Contact: Hartmut Conrad

Denmark

Kardex Danmark AB, Filial of Kardex Sverige AB

Kærvej 39 DK-5220 Odense SØ

Tel. +45 6612 8224 Fax +45 6614 8224 [email protected] www.kardex-remstar.dk

Contact: Ole Sverre Spigseth

Germany

Kardex Deutschland GmbH

Megamat-Platz 1 DE-86476 Neuburg/Kammel

Tel. +49 8283 999 0 Fax +49 8283 999 124 [email protected] www.kardex-remstar.de

Contact: Manfred Schleicher

Germany

Kardex Software GmbH

Im Bruch 2 DE-76744 Wörth/Rhein

Tel. +49 7271 76 07 70 Fax +49 49 7271 76 07 98 [email protected] www.kardex-remstar.de

Contact: Jürgen Schnatterer

Finland

Kardex Finland OY

Piippukatu 11 FI-40100 Jyväskylä

Tel. +358 20 755 82 50 Fax +358 20 755 82 51 [email protected] www.kardex-remstar.fi

Contact: Jari Kaiho

Germany

Kardex Produktion Deutschland GmbH

Megamat-Platz 1 DE-86476 Neuburg/Kammel

Tel. +49 8283 999 0 Fax +49 8283 999 154 [email protected] www.kardex-remstar.de

Contact: Hartmut Conrad

Germany

Mlog Logistics GmbH

Wilhelm-Maybach-Str. 2 DE-74196 Neuenstadt am Kocher

Tel. +49 7139 4893 0 Fax +49 7139 4893 210 [email protected] www.kardex-mlog.de

Contact: Hans-Jürgen Heitzer

Austria

Kardex Austria GmbH

Puchgasse 1 AT-1220 Vienna

Tel. +43 1 895 87 48 Fax +43 1 895 87 48 20 [email protected] www.kardex-remstar.at

Contact: Susanne Seitz

Belgium

S.A. Kardex nv

155, rue Saint-Denis BE-1190 Forest/Brussels

Tel. +32 2 340 10 80 Fax +32 2 340 10 86 [email protected] www.kardex-remstar.be

Contact: Ruud Hoog

Cyprus

Kardex Systems Ltd.

Iris House – 8th Floor, John Kennedy St. PO Box 53133 CY-3300 Limassol

Tel. +357 25 875 600 Fax +357 25 590 091 [email protected] www.kardex-remstar.com

Contact: Demetris Kouloundis

Europe


Group companies,addresses and contacts

Italy

Kardex Italia S.p.A.

Via Staffora n. 6 IT-20090 Opera (Mi)

Tel. +39 02 57 60 33 41 Fax +39 02 57 60 55 92 [email protected] www.kardex-remstar.it

Contact: Alessandro Manfredini

Poland

Kardex Polska Sp.z.o.o.

Rzymowskiego 30 PL-02-697 Warsaw

Tel. +48 22 314 69 59 Fax +48 22 314 69 58 [email protected] www.kardex-remstar.pl

Contact: Pavel Kraus

Switzerland

KRM Service AG

Airgate, Thurgauerstrasse 40 CH-8050 Zurich

Tel. +41 (0)44 419 44 44 Fax +41 (0)44 419 44 18 [email protected] www.kardex-remstar.ch

Contact: Jens Fankhänel

Netherlands

Kardex Systemen bv

Pompmolenlaan 1 NL-3447 GK Woerden

Tel. +31 348 49 40 40 Fax +31 348 49 40 60 [email protected] www.kardex-remstar.nl

Contact: Ruud Hoog

Sweden

Kardex Sverige AB

Johannesfredsvägen 11A SE-168 69 Bromma

Tel. +46 8 26 85 65 Fax +46 8 25 22 42 [email protected] www.kardex-remstar.se


Switzerland

Kardex Systems AG

Chriesbaumstrasse 2 CH-8604 Volketswil

Tel. +41 (0)44 947 61 11 Fax +41 (0)44 947 61 61

[email protected] www.kardex-remstar.ch

Contact: Manfred Schleicher

Norway

Kardex Norge AS

Industrieveien 25 NO-2020 Skedsmokorset

Tel. +47 63 94 73 00 Fax +47 63 94 73 01 [email protected] www.kardex-remstar.no


Switzerland

Kardex AG (Holding)

Airgate, Thurgauerstrasse 40 CH-8050 Zurich

Tel. +41 (0)44 419 44 44 Fax +41 (0)44 419 44 18 [email protected] www.kardex.com

Contact: Thomas Reist

Spain

Kardex Sistemas S.A.

Av. de Castilla 1, Planta 1a Oficina 5 ES-28830 San Fernando de Henares, Madrid

Tel. +34 916 779 369 Fax +34 916 779 298 [email protected] www.kardex-remstar.es

Contact: Daniel Lopez

Germany

Mlog Logistics GmbH

Am Hasselbruch 20 DE-32107 Bad Salzuflen

Tel. +49 5208 91331 0

Fax +49 5208 91331 10 [email protected] www.kardex-mlog.de

Contact: Guido Schanz

Hungary

Kardex Hungaria Kft.

Szabadság út 117 HU-2040 Budaörs

Tel. +36 23 507 150 Fax +36 23 507 152 [email protected] www.kardex-remstar.hu

Contact: Gyula Konya

Ireland

Kardex Systems Ireland Ltd.

The Enterprise Centre, Clondalkin Industrial Estate IE-Dublin 22

Tel. +353 1 457 22 55 Fax +353 1 457 15 22 [email protected] www.kardex-remstar.co.uk

Contact: Mike Paull

USA

Kardex Remstar LLC

41 Eisenhower Drive US-Westbrook ME 04092-2032


Contact: Christian Rueckerl

China

Kardex Logistic System (Beijing) Co. Ltd.

Room 2118, Unit 1, Area A1 Zhao Wei Hua Deng Building 14 Jiu Xian Qiao Road, Chao Yang District, Beijing 100016, P.R. China

Tel. +86 10 847 99289 Fax +86 10 879 8876 [email protected] www.kardex.com.cn

Contact: Jacky Li

Singapore

Kardex Malaysia Sdn Bhd

27-8, Menara 1MK 1 Jalan Kiara, Mont Kiara 50480 Kuala Lumpur Malaysia

Tel. +603 62064636 Fax +603 62064639 [email protected] www.kardex-remstar.com

Contact: Karl deSouza

USA

Kardex Production USA Inc.

41 Eisenhower Drive US-Westbrook ME 04092-2032


Contact: Patrick Mulligan

India

Kardex India Storage Solutions Private Ltd.

No. 1003/25, 2nd Floor 59 “C” Cross, 4th “M” Block Rajajinagar Bangalore 560 010, India

Tel. +91 80 231 494 01 Fax +91 80 231 493 53 [email protected] www.kardex-remstar.com

Contact: Balaji Srinivasan

Australia

Kardex VCA Pty Ltd.

174 Victoria Cross Parade Wodonga, Victoria 3690 Australia

Tel. +61 2 6056 1202 Fax +61 2 6056 2422 [email protected] www.kardex.com.au

Contact: Julie Sage

Asia / Pacific Malaysia

Kardex Malaysia Sdn Bhd

27-8, Menara 1MK 1 Jalan Kiara, Mont Kiara 50480 Kuala Lumpur Malaysia

Tel. +603 62064636 Fax +603 62064639 [email protected] www.kardex-remstar.com

Contact: Karl deSouza

Turkey

Kardex Turkey Depolama Sistemleri Ltd. Sti.

19 Mayıs Mah.Inonu Cd. Seylan Is Merkezi No:83 D:4 K:3 TR-34736 Kozyatagı-Kadıköy Istanbul

Tel. +90 216 386 8256 Fax +90 216 386 8569 [email protected] www.kardex.com

Contact: Emre Yenal

UK

Kardex Systems (UK) Ltd.

North Suite, First Floor Stag House, Old London Road Hertford GB-Hertfordshire SG13 7LA

Tel. +44 1992 557 240 Fax +44 844 939 2222 [email protected] www.kardex-remstar.co.uk

Contact: Mike Paull

America

Europe

(continued)


Products and solutions of the Kardex Group

Megamat RS Kardex Remstar

Shuttle XP Kardex Remstar

Kardex Tool Storage

and Material Handling

Kardex Warehousing

and Small Parts Storage

Horizontal Kardex Remstar

Shuttle XP Kardex Remstar

Megamat RS Kardex Remstar

Miniload SR Machines

Kardex Mlog

Conveyor Systems

Kardex Mlog

Service Kardex Mlog and Kardex Remstar

Kardex

Office Solutions

Kardex High Bay Storage

and Conveyor Systems

Greenfield Installation Kardex Mlog

Pallets SR Machines Kardex Mlog

Monorail Kardex Mlog

Vertical Conveyor Kardex Mlog

Conveyor Systems Kardex Mlog

Miniload SR Machines Kardex Mlog

Mobile Shelving Kardex Remstar

Lektriever Kardex Remstar

Times Two Kardex Remstar

Imprint

The Group publishes its Annual Report in English and German. The financial

section will be published in English only. In the event of any conflict between the

English and German versions, the English version shall prevail.

This communication contains statements that constitute “forward-looking state-

ments”. In this communication, such forward-looking statements include, without

limitation, statements relating to our financial condition, results of operations and

business and certain of our strategic plans and objectives. Because these forward-

looking statements are subject to risks and uncertainties, actual future results

may differ materially from those expressed in or implied by the statements. Many of

these risks and uncertainties relate to factors which are beyond Kardex’s ability

to control or estimate precisely, such as future market conditions, currency fluctua-

tions, the behavior of other market participants, the actions of governmental reg-

ulators and other risk factors detailed in Kardex’s past and future filings and reports

and in past and future filings, press releases, reports and other information posted

on Kardex Group companies’ websites. Readers are cautioned not to put undue reli-

ance on forward-looking statements, which speak only of the date of this commu-

nication. Kardex disclaims any intention or obligation to update and revise any

forward-looking statements, whether as a result of new information, future events

or otherwise.

Published by Kardex AG, Zurich

Counsel, Text Dynamics Group AG, Zurich

Concept and Realisation Dynamics Group AG, Zurich

Printed by Druckerei Feldegg AG, Schwerzenbach

Kardex Group

Thurgauerstrasse 40

8050 Zurich

Switzerland

phone: +41 (44) 419 44 44

fax: +41 (44) 419 44 18

www.kardex.com

[email protected]

Documents

Annual Report 2013 - Kardex€¦ · return on capital employed (ROCE) stood at 28.7% (previous year: 21.2%). Financial year 2013: Kardex completes its strategic realignment and is