Kardex GB12 Inhalt en€¦ · million) and a net result of EUR 21.4 million (EUR 3.0 million) or earnings per share of CHF 3.34 (CHF 0.59), the Group generated an encouraging result

Annual Report

2012

Kardex Groupat a glance

40

30

20

10

0

– 10

Operating result (EBIT)in EUR millions

42

.3

6

.3

– 2

.2

10

.4

27.

6

08 09 10 11 12

08 09 10 11 12

120

90

60

30

0

– 30

Net debt/Equity in EUR millions

Net debt Equity

From 2008–2009 financial accounting applied to IFRS, since 2010 to Swiss GAAP FER.

08 09 10 11 12

500

400

300

200

100

0

Kardex Remstar Kardex Stow Kardex Mlog

(2010: May to Dec.)

Net revenues by division in EUR millions

Europe, MIddle East and Africa Asia/Pacific Americas

Net revenues by regions Business year 2012 in %

9.26.2

84.6

Kardex Remstar Kardex Stow Kardex Mlog

Segment net revenues Business year 2012 in %

14.6

36.6

48.8

30

20

10

0

– 10

– 20

Free cash flow in EUR millions

20

.2

17.

9

– 1

8.8

– 7.

8

28

.4

* Interest expenses for interest bearing debts are deducted

08* 09* 10 11 12

The strategic realignment is bearing fruits

Successful market activities leads to an improved sales development (+5.5 %) and good order intake (+4.3 %)

Service business is growing disproportionately

Significantly improved profitability and high free cash flow

Net liquid funds of EUR 12.4 million, equity ratio increases to 36.2 %

Highlights and key figures in 2012

Key figures

EUR millions

1 January to 31 December 2012 2011 +/– %

Bookings 489.7 101.1 % 480.2 104.6 % 2.0 %

Order backlog (31 December) 154.9 32.0 % 148.5 32.3 % 4.3 %

Net revenues 484.4 100.0 % 459.2 100.0 % 5.5 %

Gross Profit 118.4 24.4 % 97.9 21.3 % 20.9 %

OPEX 90.8 18.7 % 87.5 19.1 % 3.8 %

Operating result (EBIT) 27.6 5.7 % 10.4 2.3 % 165.4 %

EBITDA 37.7 7.8 % 21.5 4.7 % 75.3 %

Result for the period 21.4 4.4 % 3.0 0.7 % 613.3 %

Earnings per share (EUR) 2.77 0.48 477.1 %

Free cash flow 28.4 – 7.8 n.m.

Return on capital employed (ROCE) 21.2 % 7.6 % 178.9 %

31.12.2012 31.12.2011 +/– %

Net working capital 72.1 71.8 0.4 %

Net debt – 12.4 15.6 n.m.

Equity/Equity ratio 85.4 36.2 % 64.5 25.5 % 32.4 %

Employees (full-time equivalents) 2 062 2 124 – 2.9 %

1

04

08

12

16

20

22

47

83

96

Report to the shareholders

Information on the Kardex share

Division Kardex Remstar

Division Kardex Stow

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

24/7/365

In Antarctica penguins are on duty

24/7 caring for their offspring.

Many of the 140 000-plus Kardex

Remstar systems installed through-

out the world also need to be

permanently available to ensure

that production proceeds seamlessly.

Remote controls and compre-

hensive support and services gua-

rantee this round the clock.

44


Dear shareholders,

The Kardex Group has had a good financial year, supported by strong team perfor-

mances, consolidated market positions and despite some clouds on the horizon,

a generally positive economic climate. The measures introduced last year are taking

effect and the changes in strategic alignment have been implemented. This has

led to progressive improvements in results, both at a revenue and in particular at an

income level. The target margins for 2012 were achieved in the two major divi -

sions Kardex Remstar and Kardex Stow, and the foundations for achieving the turn-

around were laid in Kardex Mlog. With a much improved equity ratio, with no

goodwill or capitalized tax loss carryforwards included, and a net cash position in

the double-digit million range, Kardex had a solid balance sheet at year end.

This gives us full business independence and flexibility, and also enables us to pay

dividends to shareholders again.

The Group’s 2012 net revenues of EUR 484.4 million were 5.5 % up on 2011. This

increase in revenues, coupled with efficiency increases and controlled cost man-

agement, have had a distinctly positive effect on the Group result. With an EBITDA

of EUR 37.7 million (EUR 21.5 million), an EBIT of EUR 27.6 million (EUR 10.4

million) and a net result of EUR 21.4 million (EUR 3.0 million) or earnings per share

of CHF 3.34 (CHF 0.59), the Group generated an encouraging result. The return

on capital employed (ROCE) increased to 21.2 % (7.6 %).

At EUR 489.7 million, bookings were up slightly compared with last year’s already

strong performance (EUR 480.2 million). Despite some levelling off of incom-

ing orders during the year, the order books continue to be well filled at year end,

at EUR 154.9 million (EUR 148.5 million).

The positive momentum in the Kardex Group continues. Following the shift in

business responsibility to the divisions in summer 2011, the strategic focuses of

the Group and the divisions were reviewed and defined. Strategies were then

consistently revised and refined at divisional level. The Board of Directors defini-

tively approved the divisions’ strategic alignment and the resulting measures

in June 2012. The Group Executive Committee has drawn up an investor handbook

to improve the understanding of all stakeholders. This handbook can be down-

loaded from the corporate website (www.kardex.com, Investor Relations section).

Common to all divisions is the fact that they are their customers’ partner through-

out the entire product or solution life cycle. This begins with identifying cus-

tomer requirements and continues throughout the planning, development and im-

plementation of customer-specific systems, right through to ensuring a high

level of availability and low lifecycle costs with the aid of customer-oriented life-

cycle management. Development expenditure is being maintained at a high

level for this purpose, and customer proximity will be strengthened by increased

investment in sales and service organisations. Efforts to expand the service

element in all divisions are making good progress. In addition to better and more

stable margins, this will lead to a reduction in cyclicality.

Strategic changes to divisions put in place

“ Encouraging year for the Kardex Group”

55

Kardex Remstar’s dynamic storage and retrieval systems enjoyed solid demand in

the year under review. The division consolidated its market leadership position

with the expansion of its service business and a substantial improvement in pro-

ductivity. The division increased its revenues by 7.9 % to EUR 236.7 million

(EUR 219.3 million) despite a cyclical weakening of demand in Southern Europe

and a slowdown in Asia. This increase was specifically the result of the en-

couraging performance of its service operation, which grew by 12.2 % and made

a 27.9 % (26.9 %) contribution to revenues. Operating profit (EBIT) increased by

more than 100 % from EUR 10.5 million in the previous year to EUR 23.1 million.

This equates to a sound EBIT margin of 9.8 %, at the top end of our target

range. With its realignment in the US completed, its innovative product portfolio

and the centralisation of its European spare parts warehousing, Kardex Remstar

is well positioned, despite strong competition, to further consolidate the sales and

profitability figures it has achieved in 2012.

Kardex Stow put in a promising performance in the year under review. With reve-

nues of EUR 181.6 million, the division exceeded the previous year’s figure

by 7.6 %. These higher volumes, but also the change in the marketing and sales

approach introduced in 2011 in the form of a clearer focus on smaller and

more profitable orders, combined with a targeted expansion of its sales organisa-

tions in core European markets, has resulted in a sustained improvement in

margins. This division is also profiting from the further expansion of its product

range and the ongoing expansion of joint initiatives with strong OEM and key

account partners. Thanks to these new products, it has also been able to lay the

foundations for an own service business. With an EBIT of EUR 9.1 million

(EUR 3.6 million) and an EBIT margin of 5.0 % (2.1 %), Kardex Stow is making

good progress and is already at the top end of the anticipated target range.

Despite this encouraging progress, the Kardex AG Board of Directors and the man-

agement of Kardex Stow have in parallel over the last twelve months been

examining all possible ways of giving Kardex Stow even better opportunities for

development. A merger has been worked out with an industrial partner that

has a geographical profile which complements that of Kardex Stow. The appropri-

ate due diligence work and evaluation had been concluded and defined at the

time this Annual Report went to press. The definitive financing of this transaction

is still outstanding and must be secured by the industrial partner. If this does

not come about in April 2013, the Board of Directors has stated that the division

will remain within the Group.

Kardex Remstar doubles operating result

Kardex Stow profits from expanding sales and OEM business

66

Whereas the business model for the other two divisions was solid before the stra-

tegic realignment took place and their potential and actual improvement is spe-

cifically the result of a more consistent implementation, Kardex Mlog has had to

modify its business model extensively, and it is taking longer to implement. At

EUR 71.3 million and EUR 72.2 million respectively, sales and bookings in 2012

are slightly down on last year. The main market of Germany accounted for

76 % of these figures, and business in surrounding countries showed an encourag-

ing increase, representing 24 % of revenues. The increased focus on moderniza-

tion projects and modular industry solutions as well as end-to-end service offerings

has reduced the significance and risks of the systems business. But Kardex

Mlog continues to suffer from its legacy problems. In 2012, the division generated

a negative EBIT of EUR 3.0 million (EUR – 2.4 million). This includes EUR

3.6 million for warranty work and provisions for major project orders in the systems

business, most of which were acquired during the years 2010 and 2011. Order

quality is showing a significantly improved risk profile for 2013 and is forming the

basis for a long-term return to profitability. The standardized solutions for spe-

cial industrial segments launched in 2012 are being well received by the market

and the drive to expand the services business is starting to bear fruit. The pro-

portion of revenues generated by these services rose in the reporting period from

13.8 % to 15.7 %.

The largely encouraging progress in the divisions is also reflected positively in the

Group’s key balance sheet figures. Despite higher revenues, net working cap i -

tal remained stable at EUR 72.1 million (EUR 71.8 million) and free cash flow

rose strongly, reaching EUR 28.4 million (EUR – 7.8 million). The Group’s net

debt of EUR 15.6 million at the start of the year has become a net cash position

of EUR 12.4 million. This has had a positive impact on net financial expendi-

ture, which fell by more than half to EUR 3.1 million compared with last year (EUR

6.4 million) and will be reduced. The tax rate remained low at 12.7 %, thanks to

the use of tax loss carryforwards. Group equity stood at EUR 85.4 million at period

end, with the equity ratio rising to 36.2 % up from 25.5 % at the end of 2011.

The return on equity reached 25.1 % (4.7 %).

Following the General Meeting on 24 April 2012, Felix Thöni assumed the office

of President of the Executive Committee in his capacity as Executive Member of

the Board of Directors, a post he has held since June 2011. After performing the

dual role of Executive Chairman of the Board of Directors for a period of one

year, Philipp Buhofer has since been concentrating solely on his duties as Board

Chairman. Jakob Bleiker and Ulrich Looser were elected as new Board mem-

bers. The cooperation and division of tasks within the Board of Directors are ef-

ficient and encouraging. The Board of Directors will therefore propose to the

General Meeting that all current members be re-elected for a further one-year

period of office. There were no further changes to the Executive Committee

following the 2012 General Meeting.

Kardex Mlog: Legacy problems overshadow positive performance on products and services front

High free cash flow strengthens balance sheet and reduces financial expenditure

Management reorganization proves its worth


77

The good result for the financial year and the solid balance sheet also enable the

Board of Directors to propose to the General Meeting that a dividend be paid

to shareholders. It will propose that a dividend of CHF 1.20 per share be paid from

the reserve from capital contributions. This will be tax-free for shareholders who

are private Swiss individuals. The financial community has also been taking note of

the Group’s operational performance and results during the year under review.

Interest in Kardex shares was keen, and the company’s market capitalization more

than doubled in 2012, reaching CHF 189 million.

The global debt crisis is not passing the industry by unnoticed. In contrast to the

US, investment momentum levelled off during the first half of the year in

(Southern) Europe and in Asia, but has since remained stable. The trend towards

efficient and innovative intra-logistics solutions remains unchanged.

So from today’s perspective, the prospects for all the Group’s business areas con-

tinue to be rated as good. In the new financial year, the Executive Committee

is anticipating business to consolidate at its current high level. But Kardex remains

ready to respond promptly to any possible worsening of the economic climate.

On behalf of the Board of Directors and Executive Committee, we would like to

thank all employees for their committed and hard work during 2012. In ad-

dition, we also wish to thank our customers and business partners for their valu-

able collaboration and you as valued shareholders for the trust you place in us.

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

Share price and proposal to pay dividend

Outlook

Thank you

8


2012 2011 2010 2009 2008

Par value per share (CHF) 11.00 11.00 11.00 11.00 13.50

Total bearer shares – – – – 5 627 453

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

Number of treasury shares 21 500 3 149 15 364 57 573 60 796

Number of dividend – bearing shares 7 708 500 7 726 851 5 612 089 5 569 880 5 566 657

Registered capital (CHF 1000) 85 030 85 030 61 902 61 902 75 971

Conditional capital (CHF 1000) – – 9 900 9 900 12 150

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

Total voting rights 7 708 500 7 726 851 5 612 089 5 569 880 5 566 657

CHF 2012 2011 2010 2009 2008

Share price high 26.70 32.00 39.25 36.35 66.25

Share price low 11.65 10.60 23.10 21.00 25.60

Closing rate 24.40 11.95 30.30 33.45 30.00

Average volume per trading day 30 242 11 617 7 712 8 692 10 615

Market capitalization – CHF million (31.12.) 188.61 92.37 170.51 188.24 168.82

CHF 2012 2011 2010 2009¹ 2008¹

Earnings per share (EPS)² – basic 3.34 0.59 – 2.25 0.21 9.41

Earnings per share (EPS)² – diluted 3.34 0.59 – 2.25 0.21 8.32

Price earning ratio (closing rate) 7.32 24.97 156.44 3.22

Operating cash flow 4.90 – 0.54 2.51 6.87 10.43

Free cash flow 4.42 – 1.25 – 4.62 4.81 5.69

Distribution³ 1.20 – – – 2.50

Equity 13.35 10.20 8.03 25.86 28.47

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: 10083728; 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 From 2008 – 2009 financial accounting applied to IFRS, since 2010 to Swiss GAAP FER.

² Calculated by the generally accepted method (net result/average number of outstanding shares).

³ 2012: Distribution funded by withdrawal from the reserve from capital contribution as proposed to the Annual General Meeting held at 25 April 2013; 2008: Par value reduction.

9

The value of a Kardex share rose by 104.2 % from CHF 11.95 to CHF 24.40 in

2012. Since Kardex opted not to make a distribution/dividend payment in the year

under review, the overall performance for the entire year was likewise 104.2 %.

As at 31 December 2012, there were 1397 shareholders (1512) entered in the

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

share capital of Kardex AG at year end:

31.12.2012 31.12.2011

Buru Holding and Philipp Buhofer 22.6 % 22.0 %

LB (Swiss) Investment AG¹ 4.4 %

Stancroft Trust Limited¹ 4.0 %

Kardex AG

Gerhard Mahrle, CFO

Edwin van der Geest, Investor Relations

Tel. +41 44 419 44 79

[email protected]

Ursula Bareth, Assistant to the Board of Directors and the Group CFO

Tel. +41 44 419 44 79

Calendar of events for Investor Relations

2013 Annual General Meeting 25 April 2013

2013 Interim Report 22 August 2013

2014 Media and analysts’ conference 13 March 2014


Share price performance

Shareholder structure

Contact

Contact share register

Corporate Calendar

Kardex AG (Holding) shareOn SIX Swiss Exchange 1.1.2012 to 28.2.2013 based on the weekly closing price in CHF

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

%

240

205

170

135

100

CHF

28.68

24.5

20.32

16.13

11.95

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

¹ As soon as the stake falls below the threshold of 3 % the stake is not reported anymore.

10

8000 picks

A hummingbird uses its beak to pick

up food up to 80 times a day.

A combination of the Shuttle XP and

a conveyor system allows items to be

picked 100 times more often –

8000 picks a day. Intelligent solu-

tions from Kardex Remstar increase

picking accuracy and boost the ef-

ficiency and productivity of the order

picking process.

11

12

Kardex Remstar’s dynamic storage and retrieval systems enjoyed strong de-mand in the year under review. The division consolidated its market leadership by expanding its service business and substantially improving productivity. With its realignment in the US, an innovative product portfolio and the central-ization of its European spare parts warehousing, Kardex Remstar is operating in even closer proximity to its customers and is able to react flexibly to market changes.

Renewed increase in revenues

The Kardex Remstar Division increased its revenues by 7.9 % to EUR 236.7 million

(EUR 219.3 million). This increase was specifically the result of the very encour-

aging performance of its service operation, which grew by 12.2 % and made a 27.9 %

(26.9 %) contribution to revenues. Sound revenue growth combined with a some-

what less strong increase in bookings meant that the order backlog at year end was

at EUR 69.4 million, slightly down on the previous year (EUR 70.2 million). This

booking trend is an indication of increasingly longer customer decision-making pro-

cesses, particularly in new business.

New business demand has varied from region to region. The high-revenue coun-

tries of northern and central Europe have seen solid business, whereas sales

have stagnated in the euro crisis countries of southern Europe and also in France.

A slowdown of growth in China and India meant that sales in these markets

fell slightly below expectations. In the North American market, the organizational

changes have shown the anticipated improvements. This has laid the founda-

tions for a significant increase in US business revenues as a percentage of total

sales over the next few years.

Operating profit doubles

Operating profit increased by 120 % from EUR 10.5 million to EUR 23.1 million.

The EBIT margin improved in line with this to a healthy 9.8 %. In new business,

the factors responsible for this included not only operational optimizations and cost

reductions, but also an increased focus on industrial segments and simple sys-

tems that can be clearly differentiated from competing products. In the service busi-

ness, the higher revenues and also an increase in productivity helped to improve

the margin. In the year under review, ROCE stood at 23.9 %.

Reorganization of US activities complete

All US activities have been streamlined and reorganized as planned. The measures

taken included closing down the Lewistown production plant as announced last

year and setting up a new logistics and assembly centre at the Westbrook sales site.

At the same time, sales and service activities were restructured on both the dis-

tributor front and also within the Kardex Remstar organization. Kardex Remstar is

now using a smaller but more effective dealer network consisting of 35 quali-

fied partners in five sales regions spread across the United States.

Division Kardex Remstar

Kardex Remstar: Above-average improvement in margin

13

Strong competition calls for new approaches

In its main markets, Kardex Remstar faces fierce competition, so it remains impor-

tant to develop value-added customer-specific solutions and rationalize all busi-

ness and production processes on an ongoing basis. To survive in this challenging

environment and incorporate innovative thinking even more widely within the

company, internal product development processes have been modified and a new

Head of Development appointed. Targeted investment in innovative products

should also lead to a gradual expansion of the solution portfolio.

Expansion of service organization bears fruit

Effective customer service is characterized by customer proximity and rapid re-

sponse times. For Kardex Remstar, its service organization is not only a key

differentiating feature, but also an increasingly important business segment that is

less prone to economic changes. During the year under review, the service orga-

nization was therefore further strengthened with the aim of geographically consoli-

dating and streamlining country-specific activities. An important basis for even

more intensive customer care was established with the centralization of European

spare parts warehousing at the Bellheim production plant. The service portfolio

was expanded with the launch of additional replacement and modification packages.

Outlook for 2013

Overall, Kardex Remstar is well positioned with its high market share and should

be able to further consolidate the sales and profitability levels it has achieved in the

year under review.

75.4

6.9

17.7

Europe, Middle East and Africa Asia/Pacific Americas

Net revenues by market regions – Kardex RemstarBusiness year 2012 in %

Consolidated key figures for the Kardex Remstar Division

EUR millions 2012 2011 +/– %

Bookings 233.7 98.7 % 230.0 104.9 % 1.6 %

Order backlog (31 December) 69.4 29.3 % 70.2 32.0 % – 1.1 %

Segment net revenues 236.7 100.0 % 219.3 100.0 % 7.9 %


EBITDA 28.9 12.2 % 17.1 7.8 % 69.0 %

Employees (full-time equivalents on 31 December) 1 168 1 237 – 5.6 %

14

15

40 meters

Giraffes grow up to six meters tall

so that they can eat leaves from trees.

Kardex Stow static racking and

silos can be built up to 40 meters high

– as tall as seven giraffes. Kardex

Stow's strong market position is due

in particular to the success of its

engineers in achieving high stability

while keeping material costs and

weight as low as possible.

16

Division Kardex Stow

Kardex Stow achieved the second best result in the company’s history. As well as solid revenue growth, it succeeded in significantly increasing its profitability and more than doubling its EBIT margin compared with last year. Kardex Stow further consolidated its market leadership position with the extension of cooperation with strategic partners and the introduction of new products.

Significant improvement in margin

Kardex Stow increased its revenues by 7.6 %, from EUR 168.7 million last year to

EUR 181.6 million. It was able to improve margins at all levels and increase its

operating profit by more than 100 % to EUR 9.1 million. This equates to an EBIT

margin of 5 % – around three percentage points more than in 2011. In addition

to organic revenue growth, the three main factors that contributed to this encourag-

ing result were an ongoing positive investment climate, a focus on smaller orders

with good margins and the successful introduction of new products.

Product portfolio systematically expanded

The product portfolio was further expanded with the launch of Mobile Racking,

a mobile storage system for pallets. The Atlas pallet shuttle was also upgraded to

include additional options, and technical enhancements were made to the silo

high-bay warehouses. These innovations have increasingly been associated with

smaller, more profitable orders. Kardex Stow is focussing more on projects with

an order volume of up to EUR 0.3 million, as the price competition for major pro-

jects is too strong. Putting this strategy into practice proved successful in the

year under review. This should continue in 2013, as corroborated by the significant

number of proposals that were outstanding at the end of 2012. At period end,

the order backlog stood at a healthy EUR 49.2 million (EUR 44.3 million).

Germany – the new major sales market

Germany’s booming export economy has led to a considerable increase in demand

for simple, reliable warehousing solutions, and Germany became Kardex Stow’s

most important sales market for the first time, with revenues of over EUR 39.7

million. Sales were further boosted with the establishment of additional regio-

nal agencies. The record result in Germany exceeded that of the domestic market

in Belgium in terms of volume for the first time. Nevertheless, sales in Belgium,

France, Poland, Austria and the Czech Republic remained encouraging, although

expectations were not fully met in the UK and the Netherlands. Due to the un-

derperforming economy in China, revenues there fell slightly short of the excel-

lent figure achieved in 2011. Nevertheless, the Shanghai plant remained well

utilized and around 60 % of all systems manufactured there are being exported to

surrounding Asian countries.

In Europe, a new six-year framework agreement was signed with Stow’s largest

OEM customer, Jungheinrich, and long-term delivery agreements were also signed

with additional key accounts such as IKEA.

Kardex Stow: Operating profit increases to EUR 9 million

17

Consolidated key figures for the Kardex Stow Division

EUR millions 2012 2011 +/– %

Bookings 187.3 103.1 % 180.7 107.1 % 3.7 %


Segment net revenues 181.6 100.0 % 168.7 100.0 % 7.6 %


EBITDA 12.7 7.0 % 7.3 4.3 % 74.0 %

Employees (full-time equivalents on 31 December) 632 615 2.8 %

Renewed increases in efficiency

Despite solid revenue growth, operating costs increased only marginally. Kardex

Stow was able to further consolidate its cost leadership in this industrial segment

thanks to additional increases in efficiency at all stages of the value chain. Steel

prices were volatile once again during 2012. However, the risk associated with this

is limited because higher raw material costs can be passed on to customers. With

around 90 employees, the plant in the Czech Republic is not only a cost-effective pro-

duction site, but also a key factor in ensuring maximum flexibility within the ma-

nufacturing process. The mobile racking systems introduced in 2012 will be pro-

duced exclusively in Eastern Europe.

Gradual establishment of a service organization

Until now, Kardex Stow has only been able to provide a limited number of service-

related offerings. But with the new mobile racking and Atlas shuttle products, this

business area is now increasingly coming into focus and there are plans to set up

a comprehensive service portfolio, so creating a regular and reliable source of

revenues. Therefore, ten employees were taken on in the year under review.

Outlook for 2013

Demand was particularly brisk in the fourth quarter of 2012. This trend may well

continue into the first few months of the current financial year. Kardex Stow is

very well established in the marketplace and should be in a position to consolidate

the high sales and margins it has achieved to date.

0.77.7

91.6

Europe, Middle East and Africa Asia/Pacific Americas

Net revenues by market regions – Kardex StowBusiness year 2012 in %

18

3m/s2

Rapid acceleration from a standing

start is crucial for antelopes in

the fight for survival. Acceleration

of 3m/s2 is a decisive competitive

advantage for the Kardex Mlog

stacker crane. Containers are quickly

stored and retrieved and pallets

positioned with pinpoint accuracy

at heights of up to 45 meters.

19

20

Division Kardex Mlog

Kardex Mlog product and service offerings consist of high-quality automated stacker cranes and materials handling systems. The increased focus on moderniza-tion projects and modular industry solutions as well as end-to-end service offerings is reducing the significance and risks of the systems business. This change of strategy proved successful in the year under review. Additional provisions have had to be set aside for legacy problems from the systems business dating back to 2010 and 2011.

Revenue mix changing as planned

The company plans to significantly reduce its dependency on higher-risk greenfield

installation projects between now and 2015. Instead, the existing customer base

will be managed more intensively in order to carry out more profitable moderniza-

tion projects and generate service orders. Modernization project sales have in-

creased by over 20 %, while the risk profile of the order pipeline has improved

considerably.

Foundations laid for return to profitability

Operating costs have again been reduced thanks to targeted efficiency programs.

Associated expenses have been reduced by around 15 % since 2010. However,

extraordinary expenses still prevented a positive operating result (EBIT) from being

achieved for previously installed systems. These legacy problems of warranty

work, penalties and provisions for projects, most of which were acquired in 2010

and 2011, resulted in additional expenses amounting to EUR 3.6 million. Con-

versely, 62 out of a total of 68 projects (new systems and modernization projects)

were completed on or above pre-calculation in the year under review.

German boom continues

Despite the euro crisis, the environment for Kardex Mlog’s most important markets

remained positive throughout the entire year. Germany’s economic strength was

a key factor, accounting for 76 % of revenues. However, German customers are in-

stalling Kardex Mlog systems not only within Germany but also increasingly else-

where in Europe, enabling the division to gain experience in assembling and com-

missioning systems abroad. During the reporting period, Kardex Mlog also sold

products and services in Belgium, Denmark, Austria, Serbia and the Czech Republic.

Full order books

While there was a healthy demand for stacker cranes and conveyor technology, pri-

marily at the start and end of the year, bookings were somewhat limited mid-year.

At year-end the order books were well filled once more, and Kardex Mlog is full to

capacity for the first half of 2013. Nevertheless, it should be noted that the

decision-making process prior to project approval is taking longer than previously,

including in Germany.

Kardex Mlog: New strategic alignment takes shape

21

Consolidated key figures for the Kardex Mlog Division

EUR millions 2012 2011 +/– %

Bookings 72.2 101.3 % 73.0 99.5 % – 1.1 %


Segment net revenues 71.3 100.0 % 73.4 100.0 % – 2.9 %

Operating result (EBIT) – 3.0 – 4.2 % – 2.4 – 3.3 % – 25.0 %

EBITDA – 2.4 – 3.4 % – 1.7 – 2.3 % – 41.2 %

Employees (full-time equivalents on 31 December) 255 261 – 2.3 %

Standardized solutions gaining ground

16 new systems were installed in the year under review. In 2012, there were

two sales of the automated mini load system, which was launched in 2011. Kardex

Mlog intends to further increase sales of its scalable System Solutions offering.

Customers are attaching increasing importance to system components. This in turn

is enabling standardized logistics processes to be introduced. The M-Dynamic

crane, introduced by Kardex Mlog at the end of 2011, is an ecological solution that

combines the software and basic components of conveyor technology and stacking

functionality. This product enables up to 50 % of energy to be recovered and is there-

fore not only environmentally friendly, but also a key factor in reducing customer

costs, especially in the German market where electricity prices are high.

Further expansion of service offering

The strengthening of the service business has also led to numerous new orders.

The proportion of revenues generated by services rose from 13.8 % to 15.7 %. This

bodes well for the marketing of new services such as software updates, training

programs and system start-up support.

Outlook for 2013

To ensure a long-term return to a successful business model, the new strategy that

has been announced must be implemented with conviction in the current business

year. This involves minimizing risks in the greenfield and modernization business,

establishing strong USPs (unique selling propositions) for specific industry solu-

tions, product innovations and product sales, and the further profitable expansion

of the service business. All this must be embedded within a strong team-oriented

and results-driven corporate culture.

97.9

2.1

Europe, Middle East and Africa Americas

Net revenues by market regions – Kardex MlogBusiness year 2012 in %

22


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 corpo-rate policies which are pursued in the interests of present and future shareholders, investors, employees, business associates and the general public. Through defined internal 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 Articles 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 interest of read-

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

Annual Report or other Kardex Group publications. Any significant changes oc-

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

noted.


23

1. Group structure and shareholders

1.1.1 Structure of Group operations

The Kardex Group is divided into the three divisions or segments Kardex Remstar,

Kardex Stow and Kardex Mlog.

The operational management was reorganized after the General Meeting of

24 April 2012. The Kardex Group is led by an Executive Committee, which is headed

by the Executive Director Felix Thöni. The three heads of division report as mem-

bers of the Executive Committee directly to the Executive Director. The Chief Finan-

cial Officer (CFO), who reports to the Executive Director, also sits on the Executive

Committee. The Executive Committee is responsible for the management of the hol-

ding company and the Group. It is also responsible for preparing and advising on

the business of Kardex AG and the Group. The Group is managed by the Board of

Directors through the Executive Committee and the management of the operat -

ing divisions Kardex Remstar, Kardex Stow and Kardex Mlog.

The Board of Directors and the Executive Committee are assisted in their work

by various central Group functions. The division of responsibilities between the Board

of Directors, the Executive Director and the Executive Committee is explained in

section 3.5, page 34.

1.1 Group structure

Kardex Remstar Division Dynamic storage and retrieval systems

Kardex Stow Division Static rack storage systems

Kardex Mlog Division Automated warehouse and materials handling systems

Executive Committee Group functions

Board of Directors Committees: Audit Committee Compensation and Nomination Committee

24


1.1.2 Listed consolidated company

Company Kardex AG

Registered office Zurich, Switzerland

Listed at SIX Swiss Exchange

Swiss securities no. 10083728

ISIN CH0100837282

Symbol KARN

Market capitalization as at 31 December 2012 CHF 188.6 million

Kardex AG is a public limited company of indeterminate duration under Swiss law

and is headquartered in Zurich, Switzerland. There are no listed subsidiaries and no

subsidiaries that hold shares in Kardex AG. The registered shares of Kardex AG

are listed in the Domestic Standard of SIX Swiss Exchange in Zurich. The par value

per share is CHF 11.00; each share carries one voting right.

1.1.3 Non-listed consolidated companies

The directly and indirectly held companies in the Kardex Group within the scope

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

statements on pages 76 to 77 of the Annual Report.

As at 31 December 2012, there were 1397 shareholders (1512) 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 2012), the following shareholders

(in terms of capital held) had stakes equalling or exceeding the legal disclosure

threshold of 3 %:

BURU Holding and Philipp Buhofer 22.6 %

LB (Swiss) Investment AG 4.4 %

Other shareholders 73.0 %

The company held treasury shares amounting to 0.3 % at the balance sheet date

(0.04%).

Shares pending registration of transfer amounted to 28.1 % (26.7 %) of the total as

at 31 December 2012.

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_share-

holders_en.html.

There are no cross-shareholdings.

1.2 Significant shareholders

22.6

73.0

4.4

1.3 Cross-shareholdings

25

2. Capital structure

Share capital and capital structure

2012 2011 2010 2009 2008

Par value per share (CHF) 11.00 11.00 11.00 11.00 13.50

Total bearer shares – – – – 5 627 453

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

Number of treasury shares 21 500 3 149 15 364 57 573 60 796

Number of dividend-bearing shares 7 708 500 7 726 851 5 612 089 5 569 880 5 566 657

Registered capital (CHF 1000) 85 030 85 030 61 902 61 902 75 971

Conditional capital (CHF 1000) – – 9 900 9 900 12 150

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

Total voting rights 7 708 500 7 726 851 5 612 089 5 569 880 5 566 657

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 of 31 December 2012. All shares are entitled to dividends and

entitle the holder to one vote at the General Meeting. The right to apply the

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

larly in relation to the exception from the entitlement to dividends.

The company had no conditional capital as of 31 December 2012.

In September 2011, a capital increase was conducted in the amount of

CHF 23 128 017 and 2 102 547 shares were paid up. At the General Meeting of

24 April 2012 shareholders approved the elimination of the remaining autho-

rized capital in the amount of CHF 7 822 969 (711 179 shares with a par value of

CHF 11.00).

2.1 Ordinary capital

2.2 Conditional and authorized capital

26


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

2008 – 2012, please see the table "Share capital and capital structure" on page 8.

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 ("one share – one vote"

principle) and is eligible for dividends. As a rule, up to 35 % of the operating 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 2012.

Kardex AG had issued no profit participation certificates as at 31 December 2012.

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 interrogate

the shareholder or usufructuary in question in advance. Evidence of purchase is

also required.

The aforementioned limitations on nominee registrations are explicitly laid down in

article II, § 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 im-

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

As at 31 December 2012, Kardex AG had no convertible bonds or options out-

standing.

2.3 Changes in capital

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

27

3. Board of Directors

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

executive members. 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, and Felix Thöni, who was a member of the

Executive Committee during the same period, have not served on either the man-

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

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

Group. At the General Meeting of 24 April 2012, Jakob Bleiker and Ulrich Looser

were elected to the Board of Directors of Kardex AG for a term of office of one

year, replacing Leo Steiner and Martin Wipfli, who tendered their resignation. 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 Committee

are described in section 3.5 on page 34. 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 Looser

28


Philipp Buhofer

Member of the Board of Directors since 2004, term expires 2013

Chairman since the Annual General Meeting 2011

1959, Swiss citizen, HWV Horw/Lucerne

Since 1997 independent entrepreneur

1987 – 1997 EPA AG, since 1993 member of Executive Management

1984 – 1987 Metro International, procurement

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 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 2013

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

Since 2011 Bosch Packaging Technology: Manager Confectionery and Food

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

Ulrich Jakob Looser

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

term expires 2013

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

29

Felix Thöni

Executive Director since Annual General Meeting 2012, term expires 2013

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

2011 to 2012

1959, Swiss citizen, Dr. oec. HSG

Since 2010 Board Member, 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: BURU Holding AG, Cham Paper Group Holding AG,

Rapid Holding AG, DAX Holding AG

Walter T. Vogel

Other directorships with non-listed companies

Jakob Bleiker

Other directorships with non-listed companies

Ulrich Jakob Looser

Other directorships: Straumann Holding, Basel; Bachofen Group, Uster;

Econis, Dietikon; University Council of Zurich University; member of the board of

economiesuisse, Chairman of the Committee on Education and Research

Felix Thöni

Other directorships: Renergia Zentralschweiz AG, Cham Paper Group Holding AG

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 separate ballots 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 auto-

matically with effect from the next Ordinary General Meeting (article III, § 13, para.

3 of the Articles of Incorporation).

3.2 Other activities and interests

3.3 Elections and terms of office

30


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 2013

Walter T. Vogel 2006 2013

Jakob Bleiker 2012 2013

Ulrich Looser 2012 2013

Felix Thöni 2011 2013

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 Vogel as Vice Chairman, having replaced Felix Thöni in

this role as of the General Meeting 2012. Since the General Meeting 2012, Felix

Thöni has been Executive Director and President of the Executive Committee. The

Audit Committee is headed by Jakob Bleiker and the Compensation and Nomination

Committee by Ulrich Looser. There are no further special committees or functions.

3.4.2 Composition, duties and authority of the Board committees

Two permanent committees exist to assist the Board in or prepare it for important

decisions: the Audit Committee and the Compensation and Nomination Committee.

The committees are constituted as follows:

Name Audit CommitteeCompensation and Nomination Committee

Philipp Buhofer Member Member

Walter T. Vogel Member

Jakob Bleiker Chairman

Ulrich 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.

3.4 Internal organization

31

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 state-

ments, 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, 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 Board of Directors when necessary, if it notices a need

for action in the course of its activities.

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 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 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.

32


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 rep-

resenting 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. Min-

utes 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 Direc-

tors 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 ac-

cordance with the Articles of Incorporation, the Board convenes at least four times

per year for regular meetings, which generally last five hours. The Board of Direc-

tors also meets once a year for a one-day strategy session. In the year under review

the Board met on six occasions. These meetings lasted one to nine hours. The

full Board of Directors visits and inspects one of the Group's production companies

generally 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 deal-

ing with specific issues. In the year under review the Board of Directors consulted

advisors in connection with the review of the strategic options of the Kardex Stow

Division. Written documentation on the agenda items specified by the Chairman

or at the request of the Management Board is submitted to the Board of Directors

well in advance of meetings. The inalienable legal duties of the Board of Direc-

tors are described in article 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.

33

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 cur-

rently comprises Jakob Bleiker as Chairman and Felix Thöni and Philipp Buhofer 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 CFO of

the Kardex Group and, if necessary, other employees from the finance function

attend. The external auditors attend all meetings. In the year under review, the Audit

Committee met on three occasions. These meetings generally lasted five hours.

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

nizational 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 performance,

effectiveness and independence of the external auditors as well as that of inter-

nal auditing activities. The auditors' fees and compatibility of external auditing acti-

vities with other advisory mandates are reviewed. Furthermore, the Audit Com-

mittee undertakes compliance checks. 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 und Nomination Committee's members currently comprise Ulrich Looser (Chair-

man), Walter Vogel and Philipp Buhofer. The Executive Director also attends

these meetings when the topics covered so require. The Compensation and Nomi-

nation 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 two hours.

The duties and responsibilities of the Compensation and Nomination Committee

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

tion 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 Nom-

ination Committee proposes the basic criteria regarding performance-related pay-

ments within the Group.

34


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

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

ing, supervising and monitoring the Executive Committee, which is responsible for

the Kardex Group's management. In essence, it is responsible for decisions con-

cerning corporate strategy and organizational structure as well as determining the

corporate policy. The Board of Directors is responsible for appointing and dismiss-

ing 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 Organization-

al 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 strat-

egy for the attention of the Board of Directors, for the operational management of

the Company, its overall financial results and for the implementation of the strat-

egy and action plan adopted by the Board of Directors. The CFO is responsible for

financial, tax and capital management 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 ac-

countable 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.

Other instruments that enable it to monitor and control the Executive

Committee are:

– monthly written reports from the CFO and Heads of Division on current business

performance and the outlook for the next three to four months; these reports

include performance indicators, balance sheet figures, cash flow figures and other

key figures for the Group and for each division, with comparisons against the

previous year and the budget;

3.5 Definition of areas of responsibility

3.6 Information and control instruments to monitor the Executive Committee

35

– 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 Group as a whole and individual

divisions 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 Group Controlling 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 irregu-

larities 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.

36


4. Executive Committee

The Executive Committee currently comprises five members and has managed the

operational business of the Kardex Group in this structure since the General

Meeting of 24 April 2012. Felix Thöni is President of the Executive Committee in

his capacity as Delegate of the Board of Directors. The CFO and the three heads

of division also sit on the Executive Committee. The heads of division are respon-

sible for the operational management of their respective divisions. The manage-

ment structure can be seen in section 1.1.1 of this report on page 23.

Felix Thöni

1959, Swiss citizen

Dr. oec. HSG

Since 24 April 2012 President of the Executive Committee


Since 2010 member of the Board of Directors, management consultant, Cham

2003 – 2009 CFO Charles Vögele Group, Pfäffikon

1992 – 2002 CFO Gavazzi Group, Steinhausen

1988 – 1991 Area Controller, Schindler Management AG, Ebikon

Gerhard Mahrle, CFO

1957, Swiss citizen

Lic. oec. HSG

Since 1 April 2009 CFO of the Kardex Group

2000 – 2009 CFO sia Abrasives Holding AG

1998 – 2000 CFO Batigroup Holding AG

1992 – 1998 CFO Eugster/Frismag Group

1985 – 1992 Various senior positions in finance at the

Galenica Group and the Hilti Group

4.1 Members of the Executive Committee

37

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

Jos De Vuyst, Head of Kardex Stow Division

1963, Belgian citizen

Grad. electrical engineer RU Gent, MBA Vlerick Management School

Since 1 June 2011 Head of Kardex Stow Division

January 2006 – May 2011 CEO Kardex Group

(from April 2009 to December 2010 also Head of the Kardex Remstar Division)

2005 COO of the Kardex Group

2004 CEO of the Kardex Stow Division (static rack storage systems)

and CEO Stow International nv

2001 – 2003 General Manager of the Kardex Stow Division

(static rack storage systems)

1996 – 2003 General Manager of Stow International nv

1989 – 1996 Financial Manager of Stow International nv

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 of 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

38


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 29.

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

One member of the Executive Committee who is resident abroad has concluded

a formal advisory agreement with a company of the Kardex Group via a company

which he controls. The business activities of this company are essentially con-

fined to one person and one agreement with Kardex and this person does not oper-

ate for companies outside the Kardex Group. This contractual relationship consti-

tutes a proper and usual legal arrangement in the country concerned. Payments to

this company are included in the amounts of compensation paid to the Executive

Committee.

5. Compensations, shareholdings and loans

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

ment of its staff. The aim of our compensation policy is to attract and retain

qualified staff. Performance-based compensation is intended to encourage entre-

preneurial thinking and action. The most important principles 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;

– a balance of short-term and long-term remuneration should be assured.

The Board of Directors has set up a Compensation and Nomination Committee

consisting of three members of the Board of Directors. At the beginning of each

period of office, the Compensation and Nomination Committee submits pro-

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

emoluments of the members of the Board of Directors and submits an annual

proposal to the Board of Directors concerning the compensation for the heads of

division and the CFO for approval. In consultation with the 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 heads of division and the CFO.

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

Board of Directors approves the fixed compensation for the individual members of

the Board of Directors. The member concerned has a right of consultation. Once

4.2 Other activities and interests

4.3 Management contracts

5.1 Guiding principles

5.2 Method of determining compensation and shareholding programs

39

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

of Directors sets the fixed and variable compensation for the next year for the

Executive Committee, based on the objectives, and approves the remuneration rules

prepared by the President of the Executive Committee. Furthermore, at the re-

quest of the Compensation and Nomination Committee, the Board of Directors

approves the variable compensation of the heads of division and the CFO, 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.

The Compensation and Nomination Committee consulted external advisors in con-

nection with the replacement of the departing members of the Board of Directors,

but not in connection with determining compensation.

5.3.1 Board of Directors

5.3.1.1 Members of the Board of Directors

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

particular for preparation of and participation in meetings and for their work on the

committees. At least 20 % and at most 100 % of the variable component is paid

in shares. The remainder is paid in cash. Shares thus obtained are priced 16 % lower

than the average price for the preceding month (normally June) and cannot be traded

for a period of three years. Directors may charge for time spent on special projects

at agreed daily rates. The compensation is set by the Board of Directors according

to the criteria of the responsibility assumed, the complexity of the task, the de-

mands in terms of specialist expertise and personal qualities and the time expected

to be taken. In setting compensation, the Board of Directors takes account of pub-

licly accessible information from comparable Swiss industrial companies listed on

SIX Swiss Exchange which are of similar size and have international production

and market organizations.

5.3.1.2 Executive members of the Board of Directors

Executive members of the Board of Directors receive a cash remuneration for their

operational activities as members of the Executive Committee based on actual

time spent. This applies to the Chairman (up to the General Meeting 2012) and

the Delegate of the Board of Directors.

The Delegate of the Board of Directors also receives variable compensation paid

in Kardex shares. This is calculated in accordance with the price performance

of the Kardex share. This variable portion is included in the statement of remu-

neration on page 89 of this Annual Report.

5.3 System of compensation

40


5.3.2 Other members of the Executive Committee

The other members of the Executive Committee (CFO and heads of division) re-

ceive remuneration consisting of fixed cash emoluments and variable performance-

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 contribu-

tion 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-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 budget adopted by the Board of Directors. De-

pending on target attainment, the variable component amounts to up to 100 %

of the fixed basic pay. At least 20 % and at most 100 % of the variable compo-

nent is paid in Kardex shares. Shares thus obtained are priced 16 % lower than

the average price for the preceding month (normally February) and cannot be traded

for a period of three years. At the beginning of the year, the Compensation and

Nomination Committee proposes to the Board of Directors the individual perfor-

mance targets for the heads of division and the CFO. After the end of the finan-

cial year, the Compensation and Nomination Committee will assess the fulfilment

of these targets and criteria and, based on this, submit to the Board of Direc-

tors a proposal for the variable compensation. The variable compensation is clos-

ely linked to the results of the Kardex Group. For a head of division, the weighting

of the variable component is 70 % for attainment of the budget targets of the di-

vision he is responsible for and 30 % for personal, qualitative and quantitative

targets. For the CFO, the weighting of the variable component is 70 % for attain-

ment of Group budget targets and 30 % for personal, qualitative and quantita-

tive targets.

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

of the following key financial indicators:

– Weighting above 50 %:

operating result (EBIT)

– Weighting below 50 %:

development of net working capital

41

5.3.3 Contracts of employment and special benefits

There are no contracts of employment with periods of notice exceeding twelve

months. Members of the Board of Directors are not entitled to any contractual

severance payments or other remuneration or benefits in connection with their

departure. A member of the Executive Committee is entitled to a contractual

termination payment of six months' salary if the employment relationship is ter-

minated by the company. No other contractual termination payments are made

to members of the Executive Committee.

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 are paid

out according to the target attainment for the year under review described under

section 5.3.1 and 5.3.2 on page 39 and 40.

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

ceive compensation from the month in which they assumed the relevant function.

Departing members of the Board of Directors receive remuneration until the month

of their departure. Departing members of the Executive Committee receive re-

muneration until the date of termination of the contract. The heads of division and

the CFO, with one exception, are 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 subsi-

diaries 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 Di-

rectors 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 Delegate of the Board of Directors

receives a variable compensation payment (see section 5.3.1.2 on page 39).

During the year under review the emoluments of the Board of Directors remained

practically unchanged compared with the previous year. The increase in total

emoluments is due to the remuneration of operational activities performed by the

executive members of the Board of Directors.

5.4.1 Members of the Board of Directors of Kardex AG

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

pensations totalling CHF 1 035 277 (CHF 865 429). Of this total, CHF

129 340 (CHF 119 750) was drawn in shares. A detailed list of the compensa-

tions including 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

15 (Compensation and shareholdings), pages 89 to 91.

5.4 Remuneration for the year under review

42


5.4.2 Members of the Executive Committee of Kardex AG

For the year under review, compensations totalling CHF 2 680 485

(CHF 3 183 821) were paid to the members of the Executive Committee. During

the 2012 reporting year, the variable component of the compensation for the

members of the Executive Committee came to an average of 31.1 % (10.1 %) of

total remuneration. The majority of quantitative targets were met or exceeded.

For 2012 the Board of Directors decided that the variable component of the com-

pensation will be paid fully in cash. In the previous year the members of the

Executive Committee obtained 25.8 % thereof in the form of shares.

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 15 (Compensation and shareholdings), pages 90

and 91.

5.4.3 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 2011 or earlier.

5.4.4 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.

5.5.1 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 2012

there were no such loans outstanding.

5.5.2 Related parties

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

bers of governing or executive bodies.

6. Shareholders' participation rights

On 31 December 2012, there were 1397 shareholders entered in the share

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

Each Kardex AG registered share, with the exception of treasury shares, entitles

the holder to one vote at the General Meeting. There are no voting right restric-

tions. Furthermore, any shareholder has the right to have his shares represented

at the General Meeting by a proxy authorized 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.

5.5 Loans

6.1 Voting right restrictions and representation

6.2 Statutory quorums

43

Should the initial round of voting fail to achieve the necessary majority and if more

than one candidate is standing, a second round is held in which a relative majority is

required.

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. In addition, a letter may be 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 in-

clusion 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 or carry out a

special audit.

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 together representing shares with a par value of at least

CHF 1 000 000 may request in writing that items be added to the agenda, speci-

fying the proposed 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.

7. Changes of control and defence mechanisms

In accordance with article 2, paragraph 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.

6.3 Convocation of General Meetings

6.4 Inclusion of items on the agenda

6.5 Entry in the share register

7.1 Duty to make an offer

7.2 Change-of-control clauses

44


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

auditing mandate

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

the General Meeting on 21 April 2009. As a rule, the auditor in charge rotates

every seven years.

In 2012, KPMG provided audit services to the value of CHF 635 000

(CHF 797 000). These amounts include expenses.

KPMG was also paid fees totalling CHF 400 000 (CHF 749 000) for non-audit-

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

and Germany, and restructuring in the USA) and legal advice.

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 Gen-

eral 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 im-

proving the accounting and the internal control system. These are summarized

in a comprehensive report by the auditors to the Board of Directors (also contain-

ing the management letter) which goes to the full Board of Directors. 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 annu-

al approval of the fees. It ensures compliance with the man-datory 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 ser-

vices. The Board of Directors is informed via the Audit Committee.

8.1 Duration of the mandate and term of office of the auditor in charge

8.2 Audit fees

8.3 Additional fees

8.4 Information tools of the external auditors

45

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 pub-

lishes 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 avail-

able in printed form. The Interim Report is published on the Company's website and

printed 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.

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

mercial 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 corpo-

rate 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 regulations. These can

be found on www.six-swiss-exchange.com. The website www.kardex.com pro-

vides detailed, up-to-date information about the Group, its products and contact

information.

Calendar of events for Investor Relations


2013 Interim Report 22 August 2013

2014 Media and analysts’ conference 13 March 2014


46

47

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

48

49

50

51

52

52

52

60

80

Financial reporting Kardex Group


EUR millions Notes 2012Proportion

(%) 2011Proportion

(%)

Net revenues 1 484.4 100.0 % 459.2 100.0 %

Cost of goods sold and services provided – 366.0 – 75.6 % – 361.3 – 78.7 %

Gross profit 118.4 24.4 % 97.9 21.3 %

Marketing and sales expenses – 58.2 – 12.0 % – 55.2 – 12.0 %

Administrative expenses – 29.6 – 6.1 % – 29.1 – 6.3 %

Development expenses – 5.4 – 1.1 % – 5.2 – 1.1 %

Other operating income 5 5.2 1.1 % 4.5 1.0 %

Other operating expenses 5 – 2.8 – 0.6 % – 2.5 – 0.5 %

Operating result (EBIT) 27.6 5.7 % 10.4 2.3 %

Financial result, net 7 – 3.1 – 0.6 % – 6.4 – 1.4 %

Result for the period before tax 24.5 5.1 % 4.0 0.9 %

Income tax expense 8 – 3.1 – 0.6 % – 1.0 – 0.2 %

Result for the period 21.4 4.4 % 3.0 0.7 %

Earnings per share (EUR)¹: 17 2.77 0.48

Consolidated income statement

1 No dilutive effect occurred in 2012 and 2011, the diluted result per share is the same as the basic result per share (net result/average number of outstanding shares).

Consolidated balance sheet

EUR millions Notes 31.12.2012 31.12.2011

Property, plant and equipment 9 51.5 57.3

Intangible assets 9 5.0 5.5

Financial assets 11 7.0 7.3

Non-current assets 63.5 70.1

Inventories and work in progress 12 30.0 41.4

Trade accounts receivable 13 92.3 91.3

Other receivables 14 11.0 9.9

Prepaid expenses 4.9 2.9

Cash and cash equivalents 15 34.1 36.9

Current assets 172.3 182.4

Assets 235.8 252.5

Share capital 16 59.9 59.9

Capital reserves 83.8 83.9

Retained earnings incl. translation differences – 57.8 – 79.2

Treasury shares 16 – 0.5 – 0.1

Equity 85.4 64.5

Non-current financial liabilities 18 15.3 41.9

Non-current provisions 20 21.4 21.1

Non-current liabilities 36.7 63.0

Trade accounts payable 52.6 55.7

Current financial liabilities 18 6.4 10.6

Current provisions 20 7.4 6.4

Accruals 25.3 27.2

Other current liabilities 21 22.0 25.1

Current liabilities 113.7 125.0

Liabilities 150.4 188.0

Equity and liabilities 235.8 252.5


Consolidated cash flow statement

EUR millions Notes 2012 2011

Result for the period 21.4 3.0

Depreciation on property, plant and

equipment and amortization on intangible assets 9 10.1 10.3

Impairment of assets 9 – 0.8

Changes in provisions and pension liabilities 1.2 2.1

Other non-cash items – 0.8 –

Cash flow before change in net current assets 31.9 16.2

Change in accounts receivables – 0.5 – 17.4

Change in inventories and work in progress 11.6 – 11.0

Change in other receivables and prepaid expenses – 1.8 – 1.0

Change in accounts payables – 3.4 3.1

Change in other current liabilities and accruals – 6.4 6.7

Net cash flow from operating activities 31.4 – 3.4

Purchase of property, plant and equipment 9 – 3.7 – 4.2

Sale of property, plant and equipment 9 1.4 0.2

Purchase of intangible and financial assets – 1.4 – 0.7

Sale of intangible and financial assets 0.2 0.3

Acquisition of companies1 27 0.5 –

Net cash flow from investing activities – 3.0 – 4.4

Free cash flow 28.4 – 7.8

Acquisitions of treasury shares 16 – 0.7 –

Disposals of treasury shares 0.2 0.2

Repayment of convertible bond – – 40.7

Currency swap on convertible bond – 10.0

Changes in current financial liabilities – 4.2 – 1.3

Changes in non-current financial liabilities – 26.6 8.7

Capital increase – 25.4

Net cash flow from financing activities – 31.3 2.3

Effect of foreign currency translation differences on cash and cash equivalents 0.1 – 0.4

Net change in cash and cash equivalents – 2.8 – 5.9

Cash and cash equivalents at 1 January 15 36.9 42.8

Cash and cash equivalents at 31 December 15 34.1 36.9

Net change in cash and cash equivalents, Group – 2.8 – 5.9

1 Reduction of purchase price for the acquisition of Mlog Logistics GmbH due to compensation payment by sellers.

EUR millions NotesShare

capitalCapital

reservesRetained earnings

Hedging reserves

Transla- tion dif-

ferencesTotal

reservesTreasury shares1 Equity

Opening balance 1 January 2011 39.4 79.3 – 83.0 0.4 0.6 – 2.7 – 0.6 36.1

Result for the period 3.0 3.0 3.0

Foreign currency translation differences2 0.2 0.2 0.2

Hedging transaction – 0.4 – 0.4 – 0.4

Disposals of treasury shares3 16 – 0.3 – 0.3 0.5 0.2

Capital increase4 16 20.5 4.9 4.9 25.4

Closing balance 31 December 2011 59.9 83.9 – 80.0 – 0.8 4.7 – 0.1 64.5

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

Acquisitions of companies5 27 0.5 0.5 0.5

Foreign currency translation differences 2 – 0.5 – 0.5 – 0.5

Acquisition of treasury shares 16 – – 0.7 – 0.7

Disposals of treasury shares3 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

Consolidated statement of changes in equity

1 Number of treasury shares held as of 31 December 2012: 21 500 (3149).2 This item also includes the exchange rate differences arising from net investments in foreign operations less deferred tax.3 As part of share-based remuneration, treasury shares were allocated in the amount of EUR 0.3 million (EUR 0.5 million).4 On 2 September 2011, the Board of Directors of Kardex AG increased the share capital.5 Reduction of purchase price for the acquisition of Mlog Logistics GmbH due to 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, Swit-

zerland. Kardex AG is listed on the SIX Swiss Exchange.

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.

2. Significant accounting policies

Consolidation is based on the individual Group companies’ audited financial state-

ments, prepared on a consistent basis. Balance sheet date for all Group com-

panies is 31 December. The consolidated financial statements are prepared on

a historical cost basis with the exception of derivative financial instruments,

which might 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 owner-

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

in which the Group holds more than 50 % of the voting power or is able to

exercise a controlling influence on the Company’s operating or financial policies

are accounted for using the full consolidation method, which incorporates

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 a voting power less than 20 %, no investments in associated

companies nor is it participating in joint ventures.

Basis of preparation

Principles of consolidation

Group currency

The consolidated financial statements are presented in million 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 currency

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 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 (cumulative

translation differences).

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 mea-

sured 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 lower of cost or market value, no in-

crease 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 eliminated 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 result of the period.

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. 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 accumulated depreciation and impairment loss. Obligations

arising from finance leasing are recognized as liabilities.

Subsequent 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 indication of a need to take im -

pairment 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 profit or loss recognized in

the income statement.

The effects of a theoretical capitalization of goodwill with scheduled depreciation

and any value adjustment to balance sheet and income statement during a useful

life of five years are disclosed in the notes.

Internally generated intangible assets

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 depreciated over

the remaining useful life.

Acquired intangible assets

Acquired intangible assets are capitalized where they will generate measurable

benefits for the Group over several years.

Acquired intangible assets are stated at cost of production or acquisition less

accumulated depreciation 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 at the date they are available for use. The estimated useful lives 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. Profits 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 net fair value 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 taken. Where the impairment

exceeds the residual carrying amount, a provision amounting to the remaining

difference is made.

On each balance sheet date, impairments recorded are checked 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

de preciations. 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 other long-overdue positions.

Inventories are stated at the lower of acquisition/production cost or net fair value.

Net fair value is defined as the value of the sales proceeds less the remaining

costs of production, sale and administration incurred until the time of sale. Inven-

tories 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 appro-

priate share of overhead. 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

estimated, the resulting revenues are reported using the percentage-of-completion

method: the revenues and expenses are recognized in the income statement

proportionately 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 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.

The 2.25 % convertible bond with a nominal value of CHF 55.0 million was repaid

to bondholders on schedule on 29 June 2011. No currency loss was incurred

as the currency risk against the EUR had been hedged. From the hedging transac-

tion, EUR 0.4 million from shareholders’ equity was reclassified as financial

income of the income statement.

Pension plans

There are several employee pension plans within the Group, each of which com-

plies with legal requirements for the country in question. A majority of employees

are insured against retirement, 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 plans’s financial position is relevant to

the measurement of pension assets and pension liabilities. In the case of Swiss

pension plans, the financial statements prepared in accordance with FER 26

“Accounting of pension plans” constitute the basis. An economic obligation is car-

ried as a liability if the conditions for the formation of a provision are met. An

economic benefit is capitalized if it is used for the Group’s future employee benefit

expenses. Freely dis posable employer contribution reserves are capitalized. The

economic impacts of pension fund surpluses and shortfalls 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 ap-

plied in the case of foreign pension plans.

Share-based payments

Share-based payments are recognized at fair value at the moment of granting and,

until such time as entitlement is asserted, are charged to the corresponding

positions in the income statement as personnel expenses. Since these remunera-

tions are settled with equity capital instruments, the counter-entry is recognized

in equity.

Cash and cash equivalents

Repurchase of treasury shares

Dividend

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 made.

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 re-

structuring 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 an accepted

incoterm 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 recovery of the consideration due,

associated costs or the possible return of goods.

Asset-related subsidies are deducted from the carrying amount of the asset.

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 finance 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 interest expense on borrowings and finance leasing,

interest earned on investments, earnings and expenses from discounts, gains

and losses from foreign currency translation, as well as gains and losses from der-

ivative 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

Government grants

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 attribut-

able 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 Kardex Group comprises three business segments. Kardex Remstar develops,

produces, sells and services dynamic storage, retrieval and distribution systems

worldwide. Kardex Stow develops, produces and sells static storage systems in

Europe and China, while Kardex Mlog develops, produces, sells and services stacker

cranes, conveyor technology, as well as automated warehouse and materials

handling systems, primarily in Germany.

Segment reporting 2012/Income statement

Operating segments

EUR millionsKardex

RemstarKardex

StowKardex

MlogKardex AG

ZurichElimina-

tionsKardex Group

Net revenues, third party

– Europe, Middle East and Africa 177.9 162.6 69.4 – – 409.9

– Asia/Pacific 16.3 13.6 – – – 29.9

– Americas 41.9 1.2 1.5 – – 44.6

Total net revenues, third party 236.1 177.4 70.9 – – 484.4

Net revenues, with other operating segments 0.6 4.2 0.4 – – 5.2 –

Net revenues 236.7 181.6 71.3 – – 5.2 484.4

Cost of goods sold and services provided – 154.1 – 151.1 – 66.0 – 5.2 – 366.0

Gross profit 82.6 30.5 5.3 – – 118.4

Gross profit margin 34.9 % 16.8 % 7.4 % 24.4 %

Marketing and sales expenses – 36.7 – 16.6 – 4.9 – – 58.2

Administrative expenses – 18.7 – 5.9 – 3.5 – 4.0 2.5 – 29.6

Development expenses – 4.8 – 0.3 – 0.3 – – – 5.4

Other operating income 2.7 1.9 0.7 2.6 – 2.7 5.2

Other operating expense – 2.0 – 0.5 – 0.3 – 0.2 0.2 – 2.8

Operating result (EBIT) 23.1 9.1 – 3.0 – 1.6 – 27.6

EBIT margin 9.8 % 5.0 % – 4.2 % 5.7 %

Depreciation, impairment and amortization 5.8 3.6 0.6 0.1 – 10.1

EBITDA 28.9 12.7 – 2.4 – 1.5 – 37.7

EBITDA margin 12.2 % 7.0 % – 3.4 % 7.8 %

Eliminations concern intra-Group transactions.

1. Segment reporting

Segment reporting 2011/Income statement

Operating segments

EUR millionsKardex

RemstarKardex

StowKardex

MlogKardex AG

ZurichElimina-

tionsKardex Group

Net revenues, third party

– Europe, Middle East and Africa 169.0 151.7 73.1 – – 393.8

– Asia/Pacific 13.4 15.2 – – – 28.6

– Americas 36.7 0.1 – – – 36.8

Total net revenues, third party 219.1 167.0 73.1 – – 459.2

Net revenues, with other operating segments 0.2 1.7 0.3 – – 2.2 –

Net revenues 219.3 168.7 73.4 – – 2.2 459.2

Cost of goods sold and services provided – 153.0 – 144.4 – 66.1 – 2.2 – 361.3

Gross profit 66.3 24.3 7.3 – – 97.9

Gross profit margin 30.2 % 14.4 % 9.9 % 21.3 %

Marketing and sales expenses – 35.3 – 14.4 – 5.5 – – – 55.2

Administrative expenses – 18.1 – 5.6 – 4.1 – 5.2 3.9 – 29.1

Development expenses – 3.6 – 1.3 – 0.3 – – – 5.2

Other operating income 1.6 1.7 1.2 3.9 – 3.9 4.5

Other operating expense – 0.4 – 1.1 – 1.0 – – – 2.5

Operating result (EBIT) 10.5 3.6 – 2.4 – 1.3 – 10.4

EBIT margin 4.8 % 2.1 % – 3.3 % 2.3 %

Depreciation, impairment and amortization 6.6 3.7 0.7 0.1 – 11.1

EBITDA 17.1 7.3 – 1.7 – 1.2 – 21.5

EBITDA margin 7.8 % 4.3 % – 2.3 % 4.7 %

Eliminations concern intra-Group transactions.


The main exchange rates for currency translation are:

Average rates Year-end rates

in EUR 2012 2011 31.12.2012 31.12.2011

1 CHF 0.830 0.812 0.828 0.818

1 CNY 0.123 0.111 0.120 0.120

1 GBP 1.233 1.152 1.219 1.197

1 USD 0.778 0.718 0.755 0.765

EUR millions 2012 2011

Revenues from construction contracts (POC) 81.5 84.2


Salaries and wages – 93.2 – 93.6

Social security contributions – 21.2 – 21.5

Retirement and pension plan costs – 2.2 – 2.4

Other personnel expenses – 6.5 – 7.2

Total personnel expenses – 123.1 – 124.7


Gains from the sale of non-current assets 0.7 0.1

Settlement of legal cases 0.7 –

Sales of discarded metal 2.2 2.5

Reversal of provision 0.6 0.5

Other income 1.0 1.4

Total other operating income 5.2 4.5

Other operating expenses include losses from tangible assets sold, severance pay-

ments, indemnities, taxes other than income taxes, provisions for onerous con-

tracts and other positions.

Restructuring expenses totalling EUR 3.3 million (EUR 3.1 million) were

recognized in the income statement in the year under review. EUR 1.2 million

(EUR 1.8 million) thereof was stated in the cost of goods sold and services

provided, EUR 1.2 million (EUR 0.2 million) in marketing and sales expenses,

EUR 0.2 million (EUR 1.1 million) in administrative expenses and EUR 0.7 million

in development expenses.

2. Foreign currency translation

3. Long-term construction contracts

4. Personnel expenses

5. Other operating income and expenses

6. Restructuring expenses


Interest income 0.2 0.5

Exchange gains (net) 0.1 –

Other financial income1 0.1 0.3

Total financial income 0.4 0.8

Interest expense – 2.3 – 4.4

Exchange losses (net) – – 0.6

Other financial expenses1 – 1.2 – 2.2

Total financial expenses – 3.5 – 7.2

Total financial result, net – 3.1 – 6.4

The financial expenses decreased by EUR 3.7 million due to the early repayment

of the non-current bank loans, reduction of the risk premium of the syndicated

loan, generally lower interest rate level and the repayment of the convertible bond

in June 2011.

8.1 Income tax expense


Current income tax – 3.8 – 2.1

Deferred income tax 0.7 1.1

Total income tax expense – 3.1 – 1.0

The low effective tax rate of 12.7 % (25.4 %) is largely attributable to the usage

of tax losses carryforward. The expected average tax rate for the year under

review is 25.2 % (24.3 %) which is also applied for the deferred tax calculation.

Deferred tax assets from tax losses carryforward are not capitalized. The tax

losses carryforward expire as follows:

8.2 Tax losses carryforward

EUR millions 31.12.2012 31.12.2011

Tax losses carryforward by expiration

Until 2013 0.7 0.6

2014 until 2017 14.3 16.0

After 2017 48.8 53.2

Total tax losses carryforward 63.8 69.8

Tax losses carryforward mainly relate to Germany, Switzerland and the US. On

31 December 2012, the non-capitalized tax effects on losses carryforward

amounted to EUR 16.4 million (EUR 18.7 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 38.3 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

Carrying amount of fixed assets held under

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.

Amortization of property, plant and equipment is included in the items “Cost of

goods sold and services provided” (EUR 6.4 million), “Marketing and sales”

(EUR 0.2 million), “Development expenses” (EUR 0.1 million) and “Administrative

expenses” (EUR 1.3 million).

9. Property, plant, equipment and intangible assets

9.1 Property, plant and equipment 2012

EUR millions U

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Acquisition cost, 1 January 3.3 38.0 80.5 9.1 7.3 0.5 138.7

Additions – 0.1 1.8 0.5 0.7 1.1 4.2

Disposals – – – 1.5 – 1.0 – 0.7 – – 3.2

Other reclassifications – – 0.8 – 0.1 – 1.5 – 0.6

Exchange rate differences – 0.2 0.2 0.1 – – 0.5

31 December 3.3 38.3 81.8 8.7 7.4 0.1 139.6

Accumulated depreciation and

impairment, 1 January – 12.6 – 52.4 – 5.2 – 5.8 – 76.0

Additions – depreciation – 1.0 – 5.7 – 0.6 – 0.8 – 8.1

Additions – impairment – – 0.8 – – – 0.8

Disposals – depreciation – 1.5 0.8 0.7 3.0

Other reclassifications – – – – 0.1 – 0.1

Exchange rate differences – – 0.3 0.1 – 0.1 – 0.3

31 December – 13.6 – 57.7 – 4.9 – 6.1 – 82.3

Net carrying amount, 1 January 3.3 25.4 28.1 3.9 1.5 0.5 62.7

Net carrying amount, 31 December 3.3 24.7 24.1 3.8 1.3 0.1 57.3


finance leases, 1 January – 5.9 3.7 – – – 9.6


finance leases, 31 December – 5.7 3.0 – 0.1 – 8.8

The insurance value of property, plant and equipment amounts to

EUR 174.0 million.

Amortization of property, plant and equipment is included in the items “Cost

of goods sold and services provided” (EUR 7.4 million), “Marketing and sales”

(EUR 0.4 million) and “Administrative expenses” (EUR 1.1 million).

9.2 Property, plant and equipment 2011


EUR millions C

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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, 1 January – 4.4 – 8.7 – 0.7 – 13.8

Additions – 0.3 – 1.6 – 0.2 – 2.1

Disposals 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 items “Cost of goods

sold and services provided” (EUR 0.4 million) and “Administrative expenses”

(EUR 1.7 million).

9.3 Intangible assets in 2012

EUR millions C

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Acquisition cost, 1 January 4.7 13.0 0.8 18.5

Additions – 0.5 0.1 0.6

Disposals – – 0.5 – – 0.5

Other reclassifications – 0.6 – 0.6

Exchange rate differences – 0.1 – 0.1

31 December 4.7 13.7 0.9 19.3

Accumulated amortization, 1 January – 3.9 – 7.7 – 0.6 – 12.2

Additions – 0.5 – 1.6 – 0.1 – 2.2

Disposals – 0.5 – 0.5

Other reclassifications – 0.1 – 0.1

31 December – 4.4 – 8.7 – 0.7 – 13.8

Net carrying amount, 1 January 0.8 5.3 0.2 6.3

Net carrying amount, 31 December 0.3 5.0 0.2 5.5

Amortization of intangible assets is included in the items “Cost of goods sold and

services provided” (EUR 0.8 million) and “Administrative expenses” (EUR 1.4

million).

9.4 Intangible assets in 2011


Goodwill is offset against retained earnings at the time of acquisition. The

resulting impacts 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 balance sheet and income

statement:


Declared result for the period 21.4 3.0

Theoretical annual amortization of goodwill – 6.6 – 6.5

Theoretical exchange rate differences – 0.1 – 0.1

Theoretical result for the period 14.7 – 3.6

Acquisition value of goodwill, 1 January 61.7 61.7

Additions – –

Reduction of purchase price Mlog Logistics GmbH – 0.5 –

Exchange rate differences 0.2 –

Acquisition value of goodwill, 31 December 61.4 61.7

Theoretical accumulated amortization, 1 January – 41.4 – 34.8

Theoretical annual amortization of goodwill – 6.6 – 6.5

Theoretical exchange rate differences – 0.1 – 0.1

Theoretical accumulated amortization, 31 December – 48.1 – 41.4

Theoretical net book value goodwill, 31 December 13.3 20.3

Declared equity, 31 December 85.4 64.5

Theoretical effect of recognition of goodwill, 1 January 20.3 26.9

Theoretical effect

of recognition of goodwill in reporting period – 7.0 – 6.6

Theoretical equity, 31 December 98.7 84.8

EUR millions 31.12.2012 31.12.2011

Investments 0.1 0.1

Pension assets 1.9 2.0

Other financial assets 1.2 1.4

Deferred tax assets 3.8 3.8

Total financial assets 7.0 7.3

10. Treatment of goodwill

11. Financial assets

EUR millions 31.12.2012 31.12.2011

Raw materials, supplies and other consumables 17.4 19.9

Finished goods 4.2 6.9

Spare parts 7.3 7.2

Work in process 21.9 27.0

Allowances – 7.4 – 6.2

Advance payments by customers – 16.2 – 17.5

Advance payments to suppliers 2.8 4.1

Total inventories and work in process 30.0 41.4

EUR millions 31.12.2012 31.12.2011

Trade accounts receivable 84.8 86.7

Construction contracts with amounts due

from customers (underfinanced) 9.8 6.7

Allowances for doubtful accounts – 2.3 – 2.1

Total trade accounts receivable 92.3 91.3

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 is also made on long-overdue positions.

EUR millions 31.12.2012 31.12.2011

Income tax receivables 1.0 1.2

VAT, withholding and other refundable tax 3.6 3.0

Guarantees 0.4 0.5

Advance payments 3.1 2.2

Other receivables 2.9 3.0

Total other receivables 11.0 9.9

EUR millions 31.12.2012 31.12.2011

Cash, postal and bank current accounts 33.6 35.8

Time deposits 0.5 1.1

Total cash and cash equivalents 34.1 36.9

Of cash and cash equivalents, EUR 1.9 million (EUR 0.7 million) are 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

2012 2011 2012 2011 2012 2011 2012 2011 2012 2011

1 January 11.00 11.00 7 730 000 5 627 453 59.9 39.4 3 149 15 364 0.1 0.6

Additions – – – 2 102 547 – 20.5 34 659 – 0.7 –

Disposals – – – – – – – 16 308 – 12 215 – 0.3 – 0.5

31 December 11.00 11.00 7 730 000 7 730 000 59.9 59.9 21 500 3 149 0.5 0.1

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 historically

converted; therefore, there are no currency translation effects on the share capital.

As at 31 December 2012, 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.

At the General Meeting of 24 April 2012 shareholders approved to abandon the

remaining authorized capital.

The capital reserves comprise premiums as well as gains/losses from transactions

with treasury shares.

In the period under review, the Executive Committee drew as part of their com-

pensation for the 2011 financial year 6709 (2010: 1891) shares from the

Company’s holdings of treasury shares. In the period under review, the Board

of Directors drew as part of their compensation for the 2012 financial year

9599 (2011: 10 324) shares from the Company’s holdings of treasury shares.

As of 31 December 2012, Kardex AG held 21 500 (3149) treasury shares,

which were purchased at an average share price of CHF 26.24 each.

In 2011, the Board of Directors conducted a capital increase and issued

2 102 547 registered shares with a par value of CHF 11.00 each, thereby raising

the share capital by CHF 23 128 017 to CHF 85 030 000.

2012 2011

Number of outstanding shares

at the beginning of the financial year 7 726 851 5 612 089

Issue of new shares – 2 102 547

Purchases of treasury shares – 34 659 –

Disposals of treasury shares 16 308 12 215

Number of outstanding shares

at the end of the financial year 7 708 500 7 726 851

Weighted average number of outstanding shares 7 720 905 6 309 090

Net result Group (EUR) 21 370 000 3 005 000

Basic earnings per share (EUR) 2.77 0.48

Diluted earnings per share (EUR)¹ 2.77 0.48

16. Share capital

17. Earnings per share

1 No dilutive effect occurred in 2012 and 2011, the diluted result per share is the same as the basic result per share (net result to average number of outstanding shares).

Non-current financial liabilities

EUR millions 31.12.2012 31.12.2011

Banks 14.7 40.9

Finance lease liabilities 0.6 1.0

Total non-current financial liabilities 15.3 41.9

Non-current financial liabilities with banks by due date

EUR millions 31.12.2012 31.12.2011

2 to 5 years 13.5 37.0

Over 5 years 1.2 3.9

Total non-current liabilities with banks by due date 14.7 40.9

Current financial liabilities

EUR millions 31.12.2012 31.12.2011

Current bank loans 5.5 7.1

Current portion of finance lease liabilities 0.4 0.5

Current portion of non-current financial liabilities 0.5 3.0

Total current financial liabilities 6.4 10.6

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 totalling

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 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. The interest rate for tranche A as at 31 December 2012 was

1.607 % and is based on the Euribor rate of 0.107 % plus a margin of 1.50 % to

cover Company-specific risk. Tranche B was not utilized as at 31 December 2012.

The interest margin on the syndicated loan may decrease if the net debt/EBITDA

ratio improves accordingly. Both tranches mature on 30 April 2015. The com-

mitment 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 quarterly.

The covenants include key financial figures relating to the leverage factor

and equity ratio. All covenants were complied with as at 31 December 2012.

Financial liabilities at year-end in all currencies had an average interest rate of

3.01 % (4.89 %).

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.

18. Financial liabilities


Current employee benefits

EUR millions 31.12.2012 31.12.2011

Employee claims in other current liabilities 2.8 1.4

Employee claims in accruals 9.6 10.6

Total employee claims 12.4 12.0

Social security and pension plan liabilities 1.8 1.7

Total employee claims and pension plan liabilities 14.2 13.7

Employee entitlements include bonuses, holiday and overtime.

The liability towards the pension institutions amounted to EUR 0.2 million

(EUR 0.1 million).

EUR millions 31.12.2012 31.12.2011

Total pension assets 1.9 2.0

Provisions

Pension liabilities relating to defined benefit plans 12.4 12.2

Other non-current employee benefit obligations 4.0 5.2

Non-current provisions 16.4 17.4

Current pension liabilities 0.5 0.2

Other current employee benefit obligations 2.2 1.1

Current provisions 2.7 1.3

Total provisions 19.1 18.7

Employees and former employees receive different employee benefits and

retirement pensions, which are determined in accordance with the legislative pro-

visions in the countries concerned. All Swiss companies in the Group are mem-

bers of collective foundations, which are not direct risk-takers. These pension plans

are funded by contributions from employer and employee. The private pension

plans in Switzerland are structured for the purpose of building up retirement assets

with conversion into fixed retirement pensions and supplementary risk benefits.

Some of the pension plans abroad are made into independent schemes. Measure-

ment and recognition comply with FER 16.

Pension institutions EUR millions S

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Economic benefit/(economic obligation)

and pension expenses

Pension plans without surplus/deficit – – – – – 1.7 – 1.7 – 1.7

Pension institutions without own assets – – 11.0 – 10.5 – 0.5 – – 0.5 – 0.7

Total – – 11.0 – 10.5 – 0.5 – 1.7 – 2.2 – 2.4

19. Employee pension plans

EUR millions D

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1 January 1.0 2.1 2.9 18.7 1.4 1.4 27.5 28.7

Additions – 2.2 1.7 3.7 0.3 3.0 10.9 7.9

Utilization – 0.3 – 0.2 – 1.3 – 3.3 – 1.0 – 2.4 – 8.5 – 6.7

Reversal – – 0.6 – 0.1 – – – 0.1 – 0.8 – 2.4

Reclassifications – 0.3 – – – – – – 0.3 –

Exchange rate differences – – – – – – –

31 December 0.4 3.5 3.2 19.1 0.7 1.9 28.8 27.5

Non-current provisions 0.4 2.3 1.9 16.4 – 0.4 21.4 21.1

Current provisions – 1.2 1.3 2.7 0.7 1.5 7.4 6.4

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. They include provisions for contractual obligations as well as warran-

ties from the sale of an operating segment no longer retained.

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 to adjust cost structures in Kardex

France SASU (FR) and the finalization of the closure of the plant in Lewistown

(USA). Provisions for restructuring include severance payments and are only be

charged to the balance sheet once the restructuring decision has been an-

nounced. Normally the expenses would fall due within the course of one year.

Additions in “Others” and also partially in “Legal disputes” were mainly booked in

order to cover estimated losses in project business. Other provisions also contain

various individual positions that are essentially connected with maintenance and

service agreements.

Additional details of the other provisions will not be given as these details may

impair the position of the Group in ongoing proceedings.

20. Provisions


EUR millions 31.12.2012 31.12.2011

VAT, withholding tax and other tax liabilities 6.9 6.2

Construction contracts with amounts due

to customers (overfinanced) 6.9 7.6

Advances received (POC) 0.3 0.4

Social security and pension plan liabilities 1.8 1.7

Employee claims 2.8 1.4

Other current liabilities 3.3 7.8

Total other current liabilities 22.0 25.1

EUR millions 31.12.2012 31.12.2011

Currency derivatives (hedging)

Contract volumes 0.5 3.3

Fair value (negative) – 0.1

The currency derivatives (cash flow hedge) are used to hedge the Polish zloty

and UK pound. The currency contracts are recognized in the balance sheet at

replacement (i. e. market) value. Any gains and losses accruing are recognized

directly in the income statement.

EUR millions 31.12.2012 31.12.2011

Expense for operating leases for the year 11.2 11.1

Future minimum payments

for non-cancellable lease agreements:

Up to 1 year 7.8 7.5

1 to 5 years 14.3 15.2

Over 5 years 5.6 13.7

Total future minimum payments for operating leases 27.7 36.4

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 sum, will have a material effect on its financial or

income situation.

The total amount of guarantees in favour of third parties is EUR 43.7 million at

31 December 2012 (EUR 38.1 million).

21. Other current liabilities

22. Derivative financial instruments

23. Operating leases

24. Contingent liabilities

EUR millions 31.12.2012 31.12.2011

Property, plant and equipment 13.2 16.7

Trade accounts receivable – 8.1

Inventories – 5.1

Cash and cash equivalents 1.3 1.7

Total assets pledged or of restricted disposability 14.5 31.6

Related parties (natural person or legal entity) 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 indi-

rectly 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 outstan-

ding receivables from or liabilities towards these parties. No transactions were car-

ried 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.

No acquisitions took place during the period under review.

Due to a compensation payment by the sellers based on tax litigations, the

purchase price for the acquisition of Mlog Logistics GmbH, DE-Neuenstadt

reduced, which is shown as a negative acquisition of subsidiaries.

No disposals took place during the period under review whereas the following

subsidiaries were liquidated in 2012:

– Mlog Logistics, AT-Anthering

– Kardex Office GmbH, DE-Oberursel/Taunus

– Kardex Holdings Ltd., UK-Epping

The company Storage Solution Iberica S.L., ES-San Fernando de Henares, Madrid,

has been merged with Kardex Sistemas S.A., ES-San Fernando de Henares,

Madrid, in 2012.

25. Assets pledged or of restricted disposability

26. Related parties

27. Acquisition of subsidiaries

28. Disposals of subsidiaries


Cou

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:

AT * Kardex Austria GmbH, Vienna

Kardex Remstar 17 EUR 300 000 100 1

* Stow GmbH Austria, Vienna

Kardex Stow 9 EUR 585 000 100 2

AUS * * Kardex VCA Pty Ltd, Wodonga

Kardex Remstar 16 AUD 1 300 000 100 1

BE * S.A. Kardex nv, Forest/Brussels


* * * Stow International nv, Spiere-Helkijn

Kardex Stow 246 EUR 11 375 939 100.0 0.0

1

9

CH * Kardex Systems AG, Volketswil

Kardex Remstar 42 CHF 1 000 000 100 1

* KRM Service AG, Zurich

Kardex Remstar 16 CHF 500 000 100 1

CN * Kardex Logistic System (Beijing) Co. Ltd., eijing


* * Shanghai Stow Storage Equipment Co. Ltd., Shanghai

Kardex Stow 157 CNY 78 707 143 100 2

CY * Kardex Systems Ltd., Limassol


CZ * Kardex s.r.o., Prague

Kardex Remstar 23 CZK 500 000 100 1

* * Stow Ceska Republika s.r.o., Prague

Kardex Stow 115 CZK 500 000 100 2

DE * * Kardex Produktion Deutschland GmbH, Neuburg/Kammel

Kardex Remstar 402 EUR 6 919 568 84.48 15.52

3

4

* * Kardex Software GmbH, Wörth a. Rh.


* Kardex Germany GmbH, Bellheim/Pfalz


* Kardex Megamat Beteiligungs GmbH, Neuburg/Kammel

Kardex Remstar – EUR 5 113 431 100 5

* * Kardex Deutschland GmbH, Neuburg/Kammel

Kardex Remstar 127 EUR 1 386 310 26.2 73.8

3

5

* * * Mlog Logistics GmbH, Neuenstadt am Kocher

Kardex Mlog 254 EUR 50 000 100 5

* Stow Deutschland GmbH, Wiesbaden


ES * Kardex Sistemas S.A., San Fernando de Henares, Madrid


FI * Kardex Finland OY, Jyväskylä


29. Subsidiaries

1 Kardex AG, Zurich, CH2 Stow International nv, Spiere-Helkijn, BE3 Kardex Megamat Beteiligungs GmbH, Neuburg a. d. K., DE4 Kardex Deutschland GmbH, Neuburg/Kammel, DE5 Kardex Germany GmbH, Bellheim, DE6 Kardex Production USA Inc., Westbrook (Maine), USA 7 KRM Service AG, Zurich, CH8 Kardex Systems Ltd., Limassol, CY9 Kardex Systems AG, Volketswil, CH (1 share out of 2 429 989 shares)

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:

FR * Kardex France SASU, Neuilly-Plaisance Cedex

Kardex Remstar 73 EUR 1 835 000 100 1

* Stow France S.A.S., Saint Pierre du Perray


HU * Kardex Hungaria Kft., Budaörs

Kardex Remstar 7 HUF 2 514 000 100 1

IE * Kardex Systems Ireland Ltd., Dublin


IN * Kardex India Storage Solutions Private Ltd., Bangalore

Kardex Remstar Kardex Stow

22 3

INR 26 143 500 99.0 1.0

1

8

IT * Kardex Italia S.p.A., Opera (Mi)


NL * Kardex Systems bv, Woerden


* Stow Nederland bv, Breda


NO * Kardex Norge AS, Skedsmokorset

Kardex Remstar 13 NOK 2 500 000 100 1

PL * Kardex Polska Sp.z.o.o., Warsaw

Kardex Remstar 6 PLN 200 000 100 1

* Stow Polska Sp.z.o.o., Warsaw

Kardex Stow 28 PLN 500 000 100 2

RU * OOO Kardex Moscow

Kardex Stow – RUB 10 000 100 1

SE * Kardex Scandinavia AB, Bromma

Kardex Remstar 25 SEK 100 000 100 1

SG * Kardex Far East Private Ltd., Singapore

Kardex Remstar 6 SGD 1 550 000 100 1

SK * Kardex Slovensko s.r.o., Bratislava

Kardex Remstar – EUR 6 639 100 1

* Stow Slovensko s.r.o., Bratislava

Kardex Stow – EUR 33 194 100 2

TR * Kardex Turkey Depolama Sistemleri Ltd. Sti., Istanbul

Kardex Remstar 8 TRY 5 000 99.5 0.5

1

7

UK * Kardex Systems (UK) Ltd., Hertford

Kardex Remstar 62 GBP 828 000 100 1

* Stow U.K. Co. Ltd., Swindon

Kardex Stow 9 GBP 220 000 100 2

US * Kardex Remstar LLC, Westbrook (Maine)

Kardex Remstar 53 USD 100 100 6

* * Kardex Production USA Inc., Westbrook (Maine)

Kardex Remstar 15 USD 1 000 100 1


As part of its duty to supervise the Company, the Board of Directors performs at

least once in a year a systematic risk assessment. 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 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

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 has noted the report of the Executive Com-

mittee on the Group-wide risk management at the meeting on 13 December

2012 and approved the measures contained therein.

The Board of Directors approved these financial statements on 13 March 2013

and released them for publication. They must also be approved by the Share-

holders General Meeting.

No events have taken place between 31 December 2012 and 13 March 2013

that would require an adjustment of the carrying amounts of assets and liabilities

of the Group or need to be disclosed here.

30. Risk management

31. Release for publication and approval of the financial statements

32. Events after the balance sheet date



To the General Meeting of Shareholders of Kardex AG, Zurich

Zurich, 13 March 2013

As statutory auditor, we have audited the accompanying consolidated financial

statements of Kardex AG, presented on pages 48 to 78, which comprise the

income statement, balance sheet, cash flow statement, statement of changes in

equity and notes for the year ended 31 December 2012.

Board of Directors’ ResponsibilityThe Board of Directors is responsible for the preparation and fair presentation of

the consolidated financial statements in accordance with Swiss GAAP FER and

the requirements of Swiss law. This responsibility includes designing, implementing

and maintaining an internal control system relevant to the preparation and fair

presentation of consolidated financial statements that are free from material mis-

statement, whether due to fraud or error. The Board of Directors is further re -

sponsible 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 per-

form the audit to obtain reasonable assurance whether the consolidated finan-

cial 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 inter-

nal 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 in-

cludes evaluating the appropriateness of the accounting policies used and the rea-

sonableness of accounting estimates made, as well as evaluating the overall

presentation of the consolidated 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 consolidated financial statements for the year ended 31 Decem-

ber 2012 give a true and fair view of the financial position, the results of ope-

rations 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 paragraph 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

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

84

85

86

94

Financial reporting Kardex AG (Holding)

Financial reporting Kardex AG

CHF millions Notes 2012 2011

Income from investments 4.8 3.2

Licensing income 7.9 7.5

Financial income 3 2.9 15.9

Other income 3.2 4.8

Release of impairment on investments and loans to Group companies 5 3.0 –

Total income 21.8 31.4

Administrative expenses 2 – 4.6 – 6.5

Licensing expenses – 0.2 – 0.2

Trademark amortization – 0.1 –

Financial expenses 3 – 2.3 – 6.6

Income tax – 0.1 – 0.1

Additions of impairment on investments and loans to Group companies 5 – – 3.4

Extraordinary expenses 1 – – 45.7

Total expenses – 7.3 – 62.5

Result for the period 14.5 – 31.1

Income statement ofKardex AG

Balance sheet ofKardex AG

CHF millions Notes 31.12.2012 31.12.2011

Property, plant and equipment 4 0.4 0.5

Loans to Group companies 1, 5 20.4 37.4

Investments 5 174.2 172.3

Non-current assets 195.0 210.2

Receivables from Group companies 12.7 22.8

Other short-term receivables 0.1 –

Prepaid expenses 1.6 0.3

Securities 6 0.5 –

Cash and cash equivalents 16.2 29.9

Current assets 31.1 53.0

Assets 226.1 263.2

Share capital 85.0 85.0

General (legal) reserves

– Reserve from capital contribution 73.6 73.6

– Reserve for treasury shares 6 0.6 0.2

Unrestricted reserve 20.0 20.0

Retained deficit/earnings and release of reserves for treasury shares – 29.9 1.5

Result for the period 14.5 – 31.1

Equity 163.8 149.2

Non-current financial liabilities 12.1 42.8

Non-current financial liabilities 12.1 42.8

Payables to Group companies 41.5 62.3

Other short-term payables 7 0.1 0.2

Accrued expenses 0.7 0.7

Provisions 1.9 1.9

Current portion of non-current financial liabilities 6.0 6.1

Current liabilities 50.2 71.2

Liabilities 62.3 114.0

Equity and liabilities 226.1 263.2

Notes to the financial statements Kardex AG

The financial statements of Kardex AG comply with the requirements of the Swiss

Code of Obligations.

The accounts of Kardex AG are kept in euros as functional currency. As at

31 December, the annual financial statements are translated into Swiss francs:

– Assets and liabilities 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 taken to income in accordance with the imparity

principle (provisioning of unrealized gains).

Since 2011 Kardex AG adopted the closing rate method also for shareholdings

and loans to Group companies which resulted in an unrealized price loss of

CHF 45.7 million in 2011. In former years historic rates were applied for those

positions.

CHF millions 2012 2011

Personnel expenses 3.1 4.1

Other expenses 1.5 2.4

Total administrative expenses 4.6 6.5

The financial income of previous year was affected by exchange rate gains on

financial debts, mostly held in euros.

Financial expenses have decreased because of the amortization of financial debts

and decreased interest rates.

The fire insurance value of property, plant and equipment of Kardex AG amounts

to CHF 0.6 million (CHF 0.7 million).

Holdings in subsidiaries of Kardex AG are listed on pages 76 and 77 of this

report.

Provision for impairment on loans to subsidiaries were released by

CHF 3.0 million.

In prior year impairment charges on loans to subsidiaries caused expenses of

CHF 3.4 million.

1. Accounting principles

2. Administrative expenses

3. Financial expenses and income

4. Fire insurance for prop-erty, plant and equipment

5. Investments and loans to Group companies

Notes to the financial statements of Kardex AG

Securities are made up entirely of equity shares.

Treasury shares underwent the following movements:

NumberPrice per

share in CHFTotal

CHF 1 000

31 December 2008 60 796 30.00 1 824

Disposals 2009 – 3 223 49.53 – 160

Par value reduction – 2.50 – 144

Valuation adjustments 406

31 December 2009 57 573 33.45 1 926

Disposals 2010 – 42 209 49.53 – 2 091


31 December 2010 15 364 30.30 466

Disposals 2011 – 12 215 49.53 – 605


31 December 2011 3 149 11.95 38

Purchase 2012 34 659 22.41 777

Disposals 2012 – 16 308 22.60 – 369


31 December 2012 21 500 24.40 525

CHF millions 31.12.2012 31.12.2011

Liabilities towards pension funds – 0.1

CHF millions 31.12.2012 31.12.2011

Total authorized capital Value – 7.8

Units – 711 179

At the General Meeting of 26 April 2011 shareholders approved the creation of

authorized capital in the amount of CHF 30 950 986 (2 813 726 shares with

a par value of CHF 11.00). Following the capital increase carried out in September

2011 in the amount of CHF 23 128 017 and the payment of 2 102 547

shares, the company only had CHF 7 822 969 (number of shares 711 179) in

authorized capital as at 31 December 2011.

At the General Meeting of 24 April 2012 shareholders approved to abandon the

remaining authorized capital.

6. Securities

7. Liabilities towards pension funds

8. Authorized capital


The following shareholders owned more than 3 % of the share capital of CHF 85.0

million as at 31 December:

31.12.2012 31.12.2011

Buru Holding and Philipp Buhofer 22.6 % 22.0 %

LB (Swiss) Investment AG¹ 4.4 %

Stancroft Trust Limited¹ 4.0 %

CHF millions 31.12.2012 31.12.2011

Expense for operating leases for the year 0.2 0.3

Future minimum payments for

non-cancellable lease agreements:

Up to 1 year 0.3 0.3

1 to 5 years 0.7 1.0

Total future minimum payments for operating leases 1.0 1.3

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, par. 1c

of Swiss VAT legislation).

Kardex AG has joint responsibility for all liabilities arising from the cash-pooling

agreement.

CHF millions 31.12.2012 31.12.2011

Contingent liabilities in favour of

subsidiaries and third parties 4.3 10.1

Subordinated loans to subsidiaries 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 at

least once in a year a systematic risk assessment. The Board of Directors has

noted the report of the Executive Committee on the Group-wide risk management

at the meeting on 13 December 2012 and approved the measures contained

therein.

No events have taken place between 31 December 2012 and 13 March 2013

that would require an adjustment to the book value of Kardex AG’s assets, liabilities

or equity or that are required to be disclosed here.

9. Significant shareholders as defined by Art. 663c of the Swiss Code of Obligations

10. Operating leases

11. Securing of liabilities

12. Contingent liabilities

13. Risk management

14. Events after the balance sheet date

¹ As soon as the stake falls below the threshold of 3 % the stake is not reported anymore.

15.1 Compensations

Board of Directors 2012

CHF 1 000

Board of Directors

total

Philipp Buhofer

ChairmanWalter T.

VogelFelix

ThöniJakob

Bleiker1Ulrich

Looser1Leo

Steiner2Martin Wipfli2

Cash payments3 388 133 65 61 43 43 16 27

Payments in shares

with retention period4, 5 Value 129 50 24 24 16 9 6 –

Units 9 599 3 673 1 781 1 781 1 188 693 483 –

Payments for the work in the

Executive Committee3, 6 518 32 – 486 – – – –

Total 1 035 215 89 571 59 52 22 27

Board of Directors 2011

CHF 1 000

Board of Directors

total

Philipp Buhofer

Chairman Felix Thöni7 Leo SteinerWalter T.

VogelMartin Wipfli

Dave Schnell8

Cash payments3 407 111 56 86 61 59 34

Payments in shares with

retention period4, 5 Value 120 39 17 20 23 21 –

Units 10 324 3 406 1 437 1 710 1 961 1 810 -

Payments for the work in

the Executive Committee3 338 93 245 – – – –

Total 865 243 318 106 84 80 34

15. Compensations and shareholdings

1 Since Annual General Meeting 20122 Till Annual General Meeting 20123 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 %).6 The remuneration to Felix Thöni contains a variable payment of CHF 81 740 (CHF 0) which depends from the result of the Group.7 Since Annual General Meeting 20118 Till Annual General Meeting 2011

No severance payments, credits or other emoluments of any kind were granted to

members of the Board of Directors or related parties.


2012 2011

CHF 1 000

Executive Committee

total1

Highest compensation

Jens Fankhänel²

Executive Committee

total1

Highest compensation Jos De Vuyst3

Cash payments (fixed) 1 576 444 1 703 572

Cash payments (variable)4 833 300 238 95

Payments in shares with retention period (variable)4, 5 Value – – 83 32

Units – – 6 709 2 563

Payments in kind6 31 8 53 20

Occupational pension expenses7 240 124 356 30

Severance payments8 – – 751 –

Total 2 680 876 3 184 749

Executive Committee

1 Payments to executive members of the Board of Directors are included in the payments to the Board of Directors.2 Jens Fankhänel is heading the Kardex Remstar Division3 Jos De Vuyst is heading the Kardex Stow Division since 15 February 2011 and was CEO of the Group until 31 May 2011.4 The Executive Committee receives compensation consisting of a fixed base salary plus a variable component. If targets are met, depending on

individual rank, this variable component may be up to 100 % of the fixed base pay. At least 20 % and at most 100 % of the variable component is paid in shares. In 2012 the variable component was paid fully in cash.

5 Distributed shares are priced 16 % (16 %) below the share price at granting date and are subject to a three-year vesting period.6 Rent and vehicles.7 Employer contributions to state social insurance schemes (AHV, ALV etc.) are included.8 In the financial year 2011, two members of the Executive Committee have retired. A severance payment in the amount of CHF 751 465 was

agreed. Furthermore, no credits or other emoluments of any kind were received by the members of the Executive Committee or by related parties.

15.2 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 subject to significant influence. All transactions with related parties

and companies are conducted at arm’s length.

Other than payment of compensation 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 have taken place.

Board of Directors

Board of Directors

Philipp Buhofer

Chairman1

Walter T. Vogel Felix Thöni2

Jakob Bleiker3

Ulrich Looser3 Leo Steiner4

Martin Wipfli4

Shares held

31 Dec. 2012 1 772 017 1 745 955 12 067 12 114 1 188 693

Shares held

31 Dec. 2011 1 770 556 1 702 282 10 286 10 333 18 715 28 940

1 Including shares held by Buru Holding.2 Since Annual General Meeting 20113 Since Annual General Meeting 20124 Till Annual General Meeting 2012

Executive Committee

Executive Committee1

Gerhard Mahrle CFO

Jens Fankhänel Head of Kardex

Remstar Division

Jos De Vuyst Head of Kardex

Stow Division

Hans-Jürgen Heitzer Head of Kardex

Mlog Division

Shares held

31 Dec 2012 44 269 2 937 11 000 29 505 827

Shares held

31 Dec 2011 37 560 2 291 7 500 26 942 827

Since 24 April 2012 the Executive Committee is headed by the Executive Director

Felix Thöni.

1 The shares of the executive members of the Board of Directors are listed above.


1. Appropriation of retained deficit

The Board of Directors is proposing to the General Meeting to approve the

carryforward of accumulated losses:

CHF millions 31.12.2012

Balance brought forward – 29.6

Creation of reserves of treasury shares – 0.3

Result for the period 14.5

Net result – 15.4

Net result at the disposal of the General Meeting – 15.4

Balance to be carried forward – 15.4

2. Distribution of a dividend from the reserve from capital contribution

The Board of Directors is proposing to the General Meeting to distribute a divi-

dend of CHF 1.20 per share on the share capital entitled to dividends funded by

a withdrawal from the reserve from capital contribution.

The share capital entitled to dividends amounts to CHF 84 793 500 (7 708 500

shares). As of the end of the period 21 500 treasury shares, which are intended to

be used for the benefit of the Company, are not entitled to dividends. The use of

those lies within the competence of the Board of Directors.

CHF millions 31.12.2012

Distribution of dividend from the reserve from capital contribution 9.3

Proposal of the Board of Directors to the Annual General Meeting

Report of the statutory auditor on the financial statements Kardex AG

Report of the statutory auditor on the financial statements

To the General Meeting of Shareholders of Kardex AG, Zurich

Zurich, 13 March 2013

As statutory auditor, we have audited the accompanying financial statements

of Kardex AG, presented on pages 84 to 91, which comprise the income state-

ment, balance sheet and notes for the year ended 31 December 2012.

Board of Directors’ ResponsibilityThe board of directors is responsible for the preparation of the financial statements

in accordance with the requirements of Swiss law and the company’s articles

of incorporation. This responsibility includes designing, implementing and main-

taining an internal control system relevant to the preparation of financial state-

ments 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 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 misstate-

ment 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 proce-

dures that are appropriate in the circumstances, but not for the purpose of express-

ing 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 2012

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 paragraph 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 distribution of a dividend from the reserve

from capital contribution complies with Swiss law and company’s article of incorpo-

ration. 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

Belgium

Stow International nv

Industriepark 6B BE-8587 Spiere-Helkijn/ Avenue du Bois-Jacquet 10 BE-7711 Dottignies

Tel. +32 56 48 11 11 Fax +32 56 48 63 70 [email protected] www.kardex-stow.com

Contact: Jos De Vuyst

Czech Republic

Stow Ceska Republika s.r.o.

Modletice 141 CZ-251 01 Ricany u Prahy

Tel. +420 311 344 300 Fax +420 311 344 310 [email protected] www.kardex-stow.cz

Contact: Petr Švejnoha

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

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

Denmark

Kardex Danmark AB, Filial of Kardex Scandinavia AB, Sverige

Kærvej 39 DK-5220 Odense SØ

Tel. +45 6612 8224 Fax +45 6614 8224 [email protected] www.kardex-remstar.dk

Contact: Ole Sverre Spigseth

France

Stow France S.A.S.

Avenue de la Tour Maury BP 46, ZAC du Fresne FR-91280 Saint Pierre du Perray

Tel. +33 169 89 50 50 Fax +33 169 89 04 06 [email protected] www.kardex-stow.fr

Contact: Patrick Hanser

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

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 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

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

Austria

Stow GmbH Austria

Puchgasse 1 AT-1220 Vienna

Tel. +43 1 897 53 80 Fax +43 1 897 53 80 11 [email protected] www.kardex-stow.at

Contact: Rudolf Traxl

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

Europe


Group companies,addresses and contacts

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

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

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

Germany

Mlog Logistics GmbH

Am Hasselbruch 20 DE-32107 Bad Salzuflen

Tel. +49 5208 91331 0Fax +49 5208 91331 10 [email protected] www.kardex-mlog.de

Contact: Guido Schanz

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

Netherlands

Stow Nederland bv

Minervum 7208b NL-4817 ZJ Breda

Tel. +31 76 57 98 181 Fax +31 76 57 98 180 [email protected] www.kardex-stow.nl

Contact: Hans van Dijk

Germany

Stow Deutschland GmbH

Carl-Bosch-Strasse 2 DE-65203 Wiesbaden

Tel. +49 611 26 76 90 Fax +49 611 26 76 979 [email protected] www.kardex-stow.de

Contact: Michael Tessun

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: Ermanno Acerbi

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


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: Jens Fankhänel

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


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

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: Gerhard Mahrle

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

UK

Stow U.K. Ltd.

Unit 7, Copse Farm, Lancaster Place South Marston Ind. Est, Swindon, Wiltshire SN3 4UQ

Tel. +44 845 201 35 40 Fax +44 845 201 35 41 [email protected] www.kardex-stow.uk

Contact: Philip Mylle

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


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

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

UK

Kardex Systems (UK) Ltd.

North Suite, First Floor Stag House, Old London Road Hertford GB-Hertfordshire SG13 7YY

Tel. +44 1992 557 240 Fax +44 844 939 2222 [email protected] www.kardex-remstar.co.uk

Contact: Mike Paull

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

Poland

Stow Polska Sp.z.o.o.

ul. Rzymowskiego 30 PL-02-697 Warsaw

Tel. +48 22 647 06 51 Fax +48 22 647 00 67 [email protected] www.kardex-stow.pl

Contact: Marek Sosniak

Sweden

Kardex Scandinavia 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


Europe

(continued)


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 Far East Pte. Ltd.

141 Middle Road # 06-02 GSM Building Singapore 188976

Tel. +65 63 391638 Fax +65 63 396813 [email protected] www.kardex.com.cn

Contact: Wayne Bao

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

China

Shanghai Stow Storage Equipment Co. Ltd.

No.1680 ShenLi Road QingPu District 201700 Shanghai, P.R. China

Tel. +86 21 6922 5600 Fax +86 21 6434 1812 [email protected] www.stow.com.cn

Contact: Dariusz Pietrzynski

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

Asia

Australia

USA

Kardex Remstar LLC

41 Eisenhower Drive US-Westbrook ME 04092-2032

Tel. +1 207 854 1861 Fax +1 207 854 1610 [email protected] www.kardexremstar.com

Contact: Christian Rueckerl

USA

Kardex Production USA Inc.

41 Eisenhower Drive US-Westbrook ME 04092-2032

Tel. +1 207 854 1861 Fax +1 207 854 1610 [email protected] www.kardexremstar.com

Contact: Christian Rueckerl

America

Products and solutions of the Kardex Group

Longspan Racking Kardex Stow

Megamat RS Kardex Remstar

Mezzanine Constructions Kardex Stow

Shuttle XP Kardex Remstar

Long Items Racking Kardex Stow

Kardex Tool Storage

and Material Handling

Kardex Warehousing

and Small Parts Storage

Horizontal Kardex Remstar

Longspan Racking Kardex Stow

Miniload SR Machines

Kardex Mlog

Small Goods Racking

Kardex Stow

Conveyor Systems

Kardex Mlog

Pallet Live Storage Kardex Stow

Shuttle XP Kardex Remstar

Megamat RS Kardex Remstar

Kardex

Office Solutions

Kardex High Bay Storage

and Conveyor Systems

Greenfield Installation Kardex Mlog

Pallet Racking Kardex Stow

Pallets SR Machines Kardex Mlog

Monorail Kardex Mlog

Vertical Conveyor Kardex Mlog

Conveyor Systems Kardex Mlog

Small Goods Racking

Kardex Stow

Miniload SR Machines Kardex Mlog

Mobile Shelving Kardex Remstar

Lektriever Kardex Remstar

Times Two Kardex Remstar

Imprint

Published by Kardex AG, Zurich

Counsel, Text Dynamics Group AG, Zurich

Concept and Realisation Dynamics Group AG, Zurich

Publishing system ns.publish, Druckerei Feldegg AG, Schwerzenbach

Printed by Druckerei Feldegg AG, Schwerzenbach

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.

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

Kardex GB12 Inhalt en€¦ · million) and a net result of EUR 21.4 million (EUR 3.0 million) or earnings per share of CHF 3.34 (CHF 0.59), the Group generated an encouraging result