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Zumtobel Group AG

Quarterly Report Sep 15, 2009

770_rns_2009-09-15_e250617d-cedb-46cf-88a7-e2521d4f6f21.pdf

Quarterly Report

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Quarterly Report of Zumtobel AG 1 May 2009 to 31 July 2009

zumtobel group

Overview of the First Quarter 2009/10

Revenues decline by 10.2% after adjustment for foreign exchange effects

Currency translation effects reduce revenues by EUR 5.8 million

  • EBIT margin falls from 8.5% to 6.9%

  • Effectiveness of cost savings measures clearly visible

  • Positive development of working capital continues

  • Revenues from the sale of LED-based products grow by 41.4%

Key Data in EUR million Q1 2009/10 Q1 2008/09 Change in % FY 2008/09
Revenues 278.6 316.7 (12.0) 1,174.0
Adjusted EBITDA 33.6 38.3 (12.2) 121.6
as a % of revenues 12.1 12.1 10.4
Adjusted EBIT 22.8 28.0 (18.5) 78.9
as a % of revenues 8.2 8.8 6.7
EBIT 19.2 27.0 (28.9) 57.0
as a % of revenues 6.9% 8.5% 4.9%
Net profit for the period 10.2 14.3 (28.7) 13.3
as a % of revenues 3.7 4.5 1.1
Total assets 1,069.0 1,135.8 (5.9) 1,053.9
Equity 468.1 497.5 (5.9) 456.0
Equity ratio in % 43.8 43.8 43.3
Net debt 175.7 167.6 4.9 163.5
Cash flow from operating results 29.4 34.2 (14.0) 107.3
ROCE in % 11.3 18.0 11.9
Investments 7.8 14.5 (46.5) 64.7
Headcount incl. contract worker (full-time equivalent) 7,280 7,989 (8.9) 7,165

The seasonal development of business

Revenues (in EUR million)

Adjusted EBIT

Letter to Shareholders

Dear Shareholders,

The development of business in the Zumtobel Group during the first quarter of the 2009/10 financial year was especially influenced by the implementation of our "Excellerate" efficiency improvement programme, which was launched in autumn 2008 to moderate the effects of the global economic crisis to the greatest extent possible. This programme is designed to realise cost savings of up to EUR 100 million by the end of 2010/11 – and the first results are clearly visible. During the past three quarters we have been able to cut costs by EUR 30 million, with selling and administrative expenses falling by EUR 10 million in the first quarter of 2009/10 alone. EBIT totalled EUR 19.2 million for the reporting period (prior year: EUR 27.0 million), and was significantly influenced by non-recurring license income as well as special effects related to the "Excellerate" programme. Against the backdrop of the current difficult economic environment, the EBIT margin remained at a very respectable 6.9% (prior year: 8.5%). Group revenues fell by 12.0% (minus 10.2% after an adjustment for foreign exchange effects) to EUR 278.6 million. Both segments and all relevant regions for the Zumtobel Group, with the exception of Asia, were hit hard by the global economic crisis. In contrast, revenues from the sale of LED-based products rose by more than 40%.

Andreas Ludwig

With respect to its balance sheet structure and liquidity, the Zumtobel Group can rely on a very solid foundation. The equity ratio reflects the prior year level of 43.8% and the debt coverage ratio equals 1.71. The Group therefore clearly meets the financial covenants connected with the current financing agreement. Another favourable development was the reduction of working capital as a percentage of revenues during the first three months of this financial year for the eighth quarter in succession. Free cash flow was negative at EUR 13.8 million as of 31 July 2009 due to the normal seasonal increase in working capital, but matched the solid prior year level that was favourably influenced by the sale of a financial investment.

Outlook still connected with significant uncertainty

In spite of optimistic predictions by a growing number of experts over the approaching end of the global economic crisis, the outlook for the Zumtobel Group in 2009/10 is still connected with significant uncertainty. This is based above all on the late cyclical nature of our business, which leads us to assume the lighting industry will only reach the low point of the crisis in 2010. We therefore expect a substantial decline in revenues and earnings for the full 2009/10 financial year, which should be more moderate during the second six months because of the lower prior year comparative values. Revenues and earnings for the reporting year will also be negatively influenced by foreign exchange effects from the increase in the value of the Euro over the past 12 months, above all versus the British Pound and the Australian Dollar. As a reaction to the tense operating environment, we will continue to focus on the execution of our "Excellerate" efficiency improvement programme and thereby improve our ability to have the right answer to any market developments as a much leaner and more flexible company. Results for the first quarter make us optimistic that we will be able to meet our goal of holding free cash flow at a positive level in 2009/10.

Andreas J. Ludwig Chief Executive Officer

The Zumtobel Share

Positive stock market climate supports gain in Zumtobel share price

Rising hopes of an approaching end to the crisis as well as a positive stock market climate created the basis for a modest improvement in the price of the Zumtobel share during the reporting period from 1 May 2009 to 31 July 2009. The share rose by roughly 11% to close the month of July at EUR 7.55, while the quarterly high of EUR 9.34 was reached in mid-May. This upward trend continued up to the copy deadline for this quarterly report to break the EUR 10-mark at the end of August, which represents an increase of more than 45% since the start of the current financial year. As of 31 July 2009 the market capitalisation of the Zumtobel Group totalled approx. EUR 330 million, based on 43.5 million shares. The shareholder structure remains stable, with the Zumtobel Family continuing to hold roughly 35%. The company is aware of one institutional investor with more than 5% of voting rights, the British insurance company Aviva plc. The remainder of nearly 60% represents free float. The annual general meeting on 24 July 2009 unanimously followed a recommendation by the Management Board and Supervisory Board to waive the dividend for the 2008/09 financial year and retain these funds to bolster the financial position of the company.

Development of the Zumtobel Share

Key Data on the Zumtobel Share for the 1st quarter 2009/10
-- ------------------------------------------------------------ -- -- --
Closing price at 30.04.09 € 6.80 Currency EUR
Closing price at 31.07.09 € 7.55 ISIN AT0000837307
Performance 1st quarter 2009/10 11.0% Ticker symbol Vienna Stock Exchange (XETRA) ZAG
Performance since IPO (63.2)% Market segment Prime Market
Market capitalisation at 31.07.09 € 328 Mio Reuters symbol ZUMV.VI
Share price - high at 07.05.09 € 9.50 Bloomberg symbol ZAG AV
Ø Turnover per day (shares) 106,972 Datastream O:ZAG
Free float 59.6% Number of issued shares 43,500,000

Group Management Report

The Economic Environment

Hope for a rapid end to the economic downturn

Many experts believe the global economy has finally bottomed out. In particular, export-dependent countries like Germany and Japan outperformed growth forecasts in the second quarter of 2009. The member states of the Organisation for Economic Cooperation and Development (OECD) were able to stabilise their combined gross national product after a clear minus for the first three months of this calendar year. However, any recovery will still be connected with significant uncertainty because the financial sector continues to follow a policy of restrictive lending practices and high risk premiums on loans to real economy firms. The OECD is forecasting a decline of 4.1% in the worldwide economy for 2009 and moderate growth of 0.9% in 2010. The first signs of an improvement can now be found in the increasing strength of the US economy. The major emerging nations – such as China and India – should also continue to generate strong growth. For example, China expects its extensive economic stimulus programmes will produce a plus of 7.7% in 2009 and 9.3% in 2010.

As expected, the economic crisis triggered a stronger downturn in the Euro zone. This is reflected in an OECD estimate of minus 4.8% for the region in 2009 and stabilisation at a low level in 2010. Forecasts for the major EU economies of Germany, France and Great Britain are very similar: sharp declines in 2009 should be followed by an absence of notable impulses for growth in all three countries during 2010. However, the favourable indicators announced by Germany for the second quarter of 2009 lead to expectations of more positive development. The D/A/CH countries (Germany, Austria and Switzerland), a key region for the Zumtobel Group, can expect a GDP decline of 2.7% to 6.1% for 2009 according to the OECD.

In its June 2009 report, Euroconstruct issued a downward revision to its growth forecasts for the seven most important European markets (Austria, Switzerland, Germany, France, Great Britain, Italy and Scandinavia) of the Zumtobel Group with an adjustment from minus 2.5% to minus 6.3% for the 2009 calendar year and from minus 0.4% to minus 2.6 % for the 2010 calendar year. The 2011 calendar year is forecasted to bring a slight decline of 0.2%.

Significant events since 30 April 2009

The Zumtobel Group and Philips Group signed an extensive worldwide cross-licensing agreement in May 2009 for current and future patents in the areas of lighting technology and solid state lighting. This agreement includes a balanced mutual settlement payment that reflects the strong position of both companies in the lighting technology sector. As a result of this agreement the Zumtobel Group with all its brands becomes a qualified supplier under the Philips LED-based luminaires licensing programme. One immediate benefit of this status is that customers of the Zumtobel Group's OEM brands will in any case be exempted from paying royalties to Philips. The positive financial effect of this agreement was recognised to the income statement in the first quarter.

The annual general meeting on 24 July 2009 approved a capital decrease through the withdrawal of 1,204,344 treasury shares. This measure took effect on 20 August 2009 with recording in the company register. The withdrawal of treasury shares reduced the company's share capital from EUR 111,760,860.00 to EUR 108,750,000.00, which is now divided into 43,500,000 bearer shares with zero par value (previously 44,703,344 shares).

Extensive crosslicensing agreement with Philips

Capital decrease completed

anagement Board of Zumtobel AG expanded

The Supervisory Board of Zumtobel AG appointed Martin Brandt to the Management Board as of 1 September 2009. As Chief Operating Officer (COO), he will be responsible for the operating business in the lighting segment.

There were no other significant events after the balance sheet date.

Revenues

  • 10.2% decrease in FX-adjusted revenues

  • Both segments and nearly all markets affected by crisis

  • 41.4% increase in revenues from LED-based products

During the first quarter of 2009/10 (1 May to 31 July 2009) revenues fell by 12.0% year-on year to EUR 278.6 million (prior year: EUR 316.7 million). This development was caused in part by negative currency translation effects of EUR 5.8 million or 1.8%. After an adjustment for these effects, revenues were 10.2% lower than the comparable prior year period. The extremely difficult operating environment had a negative influence on both segments during the first three months of 2009/10. However, an analysis of these declines in per cent compared with earlier quarters indicates a certain stabilising trend at a low level (3rd Quarter 2008/09: minus 13.6%; 4th Quarter 2008/09: minus 13.5%; 1st Quarter 2009/10: minus 12%). 10.2% decrease in FXadjusted revenues

These negative foreign exchange effects resulted from the continuous strength of the Euro, above all versus the British Pound (GBP) and the Australian Dollar (AUD): The increase in the value of the Euro over the comparable prior year period was responsible for a reduction of 9.3% in revenues denominated in the British Pound and 7.5% for the Australian Dollar, based on the respective average monthly exchange rates. Added negative effects resulted from a decline in the value of revenues recorded in the New Zealand Dollar (NZD), Swedish Krone (SEK) and several East European currencies. These factors were only offset to a limited extent by positive contributions from the Swiss Franc (CHF), US Dollar and certain Asian currencies. The combined total of all currency translation adjustments was a negative translation effect of EUR 5.8 million.

Development of revenues (in EUR million)

Substantial decline in both segments

Foreign currency factors had an above-average effect of EUR 4.3 million on the Lighting Segment. Revenues fell by 11.6% to EUR 207.5 million for the reporting period (prior year: EUR 234.7 million). An adjustment for foreign exchange factors results in a minus of 9.8%.

The Components Segment reported negative foreign exchange effects of EUR 1.5 million. Revenues declined 14.4% (minus 13.0% after FX adjustments) to EUR 87.8 million (prior year: EUR 102.6 million). In the components business, the technical substitution trend continued in favour of technologically more sophisticated electronic ballasts.

Segment development in EUR million Q1 2009/10 Q1 2008/09 Change in % FX adjusted in %
Lighting Segment 207.5 234.7 (11.6) (9.8)%
Components Segment 87.8 102.6 (14.4) (13.0)%
Other & Consolidation (16.7) (20.6) 18.8 -
Zumtobel Group 278.6 316.7 (12.0) (10.2)%

The Zumtobel Group continued its growth in the future-oriented technological field of light emitting diodes (LED) during the past quarter. Revenues from the sale of LED-based products and solutions rose by 41.4% to EUR 15.8 million.

41.4% increase in revenues from LEDbased products

Development of revenues by region

Q1 2009/10 Revenues in
EUR million
Change in % Distribution of revenues
D/A/CH 72.8 (6.7) Australien & America
Others
Eastern Europe 15.9 (14.7) New Zealand
8.3%
2.6%
0.9%
D/A/CH
Northern Europe 19.9 (17.8) Asia 24.6%
Western Europe 87.0 (15.6) 6.8%
Southern Europe 25.3 (25.2) Southern Europe
Europe 220.9 (14.3) 10.7% Eastern Europe
Asia 23.5 8.6 5.9%
Australia & New Northern Europe
Zealand 23.5 (10.0) Western Europe 7.6%
America 8.0 (2.4) 32.5%
Others 2.7 (10.0)
Total 278.6 (12.0)

The global economic crisis had a strong negative impact on all relevant markets for the Zumtobel Group, with the exception of Asia. Revenues generated in Europe fell by 14.3% (minus 11.9% after FX adjustments) to EUR 220.9 million (prior year: EUR 257.7 million), which represents 79% of Group revenues. With the exception of the D/A/CH region (Germany, Austria, Switzerland), the Zumtobel Group recorded doubledigit year-on-year declines throughout Europe. The revenue declines in Northern and Western Europe were roughly 10% less than the comparable prior year values after an adjustment for negative currency translation effects from the previously mentioned decrease in the value of the Swedish Krone and the British Pound.

Revenues in Asia rose by 8.6% to EUR 23.5 million (prior year: EUR 21.6 million), with strong growth recorded above all by the Lighting Segment. After an adjustment for foreign exchange effects, revenues in this region were slightly higher than the prior year (plus 2.3%). In the American region the very weak construction industry continued to have a negative influence on business, with revenues falling 2.4% to EUR 8.0 million (prior year: EUR 8.2 million) – or 12.0% year-on-year after an adjustment for foreign exchange effects. Revenues in Australia/New Zealand decreased 10.0% during the reporting period. In this region the Components Segment was particularly hard hit by the economic crisis. After an adjustment for the devaluation of the AUD and NZD in relation to the Euro, revenues fell by 3.0%.

Markets affected by economic crisis

Positive development of revenues in Asia

Earnings

  • EBIT margin falls from 8.5% to 6.9% during the first quarter

  • Gross profit margin declines to 35.6%

  • Effectiveness of cost reduction measures clearly visible

  • Selling and administration expenses cut by approx. EUR 10 million during first quarter

  • Improvement in financial results

Income statement in EUR million Q1 2009/10 Q1 2008/09 Change in %
Revenues 278.6 316.7 (12.0)
Cost of goods sold (179.4) (195.4) 8.2
Gross profit 99.2 121.3 (18.2)
as a % of revenues 35.6 38.3
SG&A expenses adjusted for special effects (76.3) (93.2) 18.1
Adjusted EBIT 22.8 28.0 (18.5)
as a % of revenues 8.2 8.8
Special effects (3.6) (1.0) <(100)
EBIT 19.2 27.0 (28.9)
as a % of revenues 6.9 8.5
Financial results (7.8) (10.0) 21.3
Profit before tax 11.4 17.0 (33.3)
Income taxes (0.5) (3.0) 83.1
Net profit for the period from discontinued operations (0.7) 0.3 <(100)
Net profit for the period 10.2 14.3 (28.7)
Depreciation and amortisation 10.7 10.2 5.0
Earnings per share from continuing operations (in EUR) 0.25 0.31 (20.7)

Note: EBITDA (EBIT plus depreciation and amortisation) totalled EUR 29.9 million for the first quarter of 2009/10.

EBIT margin falls by 160 basis points

EBIT fell by EUR 7.8 million to EUR 19.2 million for the reporting period (prior year: EUR 27.0 million). This represents a decrease of 160 basis points from the comparable prior year level to a return on sales of 6.9%. EBIT was negatively affected by special effects of EUR 3.6 million related to the "Excellerate" programme, which were in part offset by non-recurring income from the cross-licensing agreement with Philips Group.

Development of adjusted EBIT (in EUR million)

The gross profit margin dropped 270 basis points to 35.6% of revenues for the first quarter of 2009/10. Gross profit was negatively affected above all by lower volumes and prices as well as significant currency transaction effects. The growing strength of the Euro in relation to the British Pound during the reporting period was responsible for a negative currency transaction effect of roughly EUR 4.6 million alone on exports to Great Britain. The cost of materials rose to 44.2% of revenues (prior year: 42.1%), in particular due to the end of favourable USD procurement hedges in the Components Segment. The adjustment of production capacity held personnel expenses in the production area at the comparable prior year level of 14.7% of revenues, despite a substantial drop in sales and compensation increases mandated by collective

Cost reduction measures supported a 10.7% year-on-year decline in selling and administrative expenses to EUR 84.4 million for the first quarter of 2009/10 (prior year: EUR 94.5 million). Other operating result reached an unusually good level of EUR 8.0 million (prior year: EUR 1.2 million) after an adjustment for special effects. In this connection it should be noted that IFRS require the recognition of the positive effects from the cross-licensing agreement with Philips Group as a total amount, while the ongoing license payments to Philips are expensed as incurred.

Special effects of EUR 3.6 million (prior year: EUR 1.0 million) were recorded during the first quarter of 2009/10. These costs are related above all to the "Excellerate" efficiency improvement programme that was launched during the second half of the previous financial year and is expected to result in cost savings of up to EUR 100 million by 2010/11.

The following table shows the Group's operating performance after an adjustment for the above-mentioned special effects:

Adjusted EBIT in EUR million Q1 2009/10 Q1 2008/09 Change in %
Reported EBIT 19.2 27.0 (28.9)
thereof special effects (3.6) (1.0) <(100)
Adjusted EBIT 22.8 28.0 (18.5)
as a % of revenues 8.2 8.8

Gross profit margin declines to 35.6%

Effectiveness of cost reduction measures clearly visible

Special effects in operating profit

∗ COGS = Cost of goods sold; SG&A = Selling, general and administrative expenses and other operating results

Improvement in financial results

Financial results improved by EUR 2.2 million over the first quarter of 2008/09 to equal minus EUR 7.8 million for the reporting period. Interest expense is comprised primarily of interest payments for the current credit agreement. In the prior year this position included non-recurring costs of approx. EUR 4.4 million related to the refinancing of the acquisition credit agreement concluded in 2001. Other financial income and expenses totalled minus EUR 5.2 million (prior year: EUR 2.6 million) and are comprised chiefly of foreign exchange-related valuation effects.

Financial result in EUR million Q1 2009/10 Q1 2008/09 Change in %
Interest expense (2.6) (8.9) 70.8
Interest income 0.2 1.1 (84.9)
Net financing costs (2.4) (7.8) 68.9
Other financial income and expenses (5.2) (2.6) (99.1)
Profit/(loss) from associated companies (0.2) 0.5 <(100)
Financial results (7.8) (10.0) 21.3

33.3% decline in profit before tax

Profit before tax fell by 33.3% to EUR 11.4 million for the first quarter of 2009/10 (prior year: EUR 17.0 million). Income tax equalled EUR 0.5 million. Results from discontinued operations totalled minus EUR 0.7 million and reflected the Group's previous activities in the area of residential lighting. Net profit for the period declined to EUR 10.2 million (prior year: EUR 14.3 million). Earnings per share from continuing operations for the shareholders of Zumtobel AG (diluted EPS based on 43.8 million shares) equalled EUR 0.25 (prior year: EUR 0.31 ).

Cash Flow and Asset Position

Positive development of working capital continues

Working capital amounted to EUR 209.2 million as of 31 July 2009 (prior year: EUR 264.9 million). As a percentage of rolling 12-month revenues, this indicator declined year-on-year for the eighth quarter in succession to equal 18.4% (prior year: 20.8%). Cash outflows of EUR 5.6 million from the seasonal increase in working capital were substantially lower than the first quarter of 2008/09 (EUR 28.4 million) and supported an improvement in cash flow from operating activities from minus EUR 6.0 million to minus EUR 2.3 million.

The increased changes in other operating items were related above all to legally required special payments to employees as well as a decline in the provisions for restructuring, lower tax liabilities and an increase in receivables for license income.

Investments in property, plant and equipment amounted to EUR 7.8 million for the first quarter of 2009/10, which is substantially less than the comparable prior year value (prior year: EUR 14.5 million). These investments focused on the purchase of a stamping machine and an injection moulding machine for the Dornbirn plant. The comparable prior year figure includes EUR 3.0 million of equipment for the new plant in Spennymoor. Free cash flow was negative in keeping with the normal seasonal pattern but at minus EUR 13.8 million matched the good prior year level, which was positively influenced by the sale of a financial investment.

Balance sheet data in EUR million 31 July 2009 31 July 2008 30 April 2009
Total assets 1,069.0 1,135.8 1,053.9
Net debt 175.7 167.6 163.5
Equity 468.1 497.5 456.0
Equity ratio in % 43.8 43.8 43.3
Gearing in % 37.5 33.7 35.9
Average capital employed 651.1 655.4 664.0
ROCE in % 11.3 18.0 11.9
Investments 7.8 14.5 64.7
Working capital 209.2 264.9 196.4
As a % of rolling 12 month revenues 18.4 20.8 16.7

In accordance with a resolution of the annual general meeting, a dividend was not distributed for the 2008/09 financial year. The equity ratio consequently increased from the level at 30 April 2009 to 43.8% as of 31 July 2009. Net liabilities rose in keeping with the normal seasonal pattern and increased gearing from 35.9% to 37.5%.

In order to safeguard its ability to meet payment obligations at all times, the Zumtobel Group concluded a five-year financing agreement in June 2008. This agreement has a total volume of EUR 480 million and provides the Group with sufficient financial latitude. The financing requires compliance with financial covenants – debt coverage of less than 3.5 as well as an equity ratio higher than 25%. As of 31 July 2009 these covenants were met in full with debt coverage of 1.71 and an equity ratio of 43.8%.

Outlook still connected with significant uncertainty

In spite of optimistic predictions by a growing number of experts over the approaching end of the global economic crisis, the outlook for the Zumtobel Group in 2009/10 is still connected with significant uncertainty. This is based above all on the late cyclical nature of our business, which leads us to assume the lighting industry will only reach the low point of the crisis in 2010. We therefore expect a substantial decline in revenues and earnings for the full 2009/10 financial year, which should be more moderate during the second six months because of the lower prior year comparative values. Revenues and earnings for the reporting year will also be negatively influenced by foreign exchange effects from the increase in the value of the Euro over the past 12 months, above all versus the British Pound and the Australian Dollar.

Solid balance sheet structure

Stable liquidity position

Concrete outlook for 2009/10 not possible

Free cash flow at prior year level

As a reaction to the tense operating environment, we will continue to focus on the execution of our "Excellerate" efficiency improvement programme and thereby improve our ability to have the right answer to any market developments as a much leaner and more flexible company. Results for the first quarter make us optimistic that we will be able to meet our goal of holding free cash flow at a positive level in 2009/10.

Dornbirn, 15 September 2009

Andreas Ludwig Thomas Spitzenpfeil Martin Brandt

Chief Executive Officer Chief Financial Officer Chief Operating Officer

A driving force in the crisis: focus on the public sector

An intelligently controlled lighting solution can help save energy and cut costs, while at the same time improving the quality of the lighting. This applies not least in schools, where a quality lighting solution supports the flexible use of facilities and the creation of ideal learning conditions. Or in hospitals and care facilities where light and colour promote the healing process. In times of economic crisis, the public sector steps up its investments in the modernisation of the infrastructure. This represents a great opportunity to introduce better and more energy efficient lighting – and a great opportunity for the Zumtobel Group. The following examples underline our brands' expertise in providing sustainable lighting solutions for the public sector.

Thorn: Primary School Vicentino (IT) Through the intelligent use of natural light and an innovative lighting solution from Thorn, energy consumption at this primary school has been reduced by 70 percent. All luminaires are dimmable and controlled by a daylight-based SensaModular system.

Zumtobel: Harmony in Baar Central Hospital (CH)

Light and colour have important health-promoting functions. For example, room scenarios that simulate the changing colours of natural lighting conditions can enhance a sense of well-being. For this hospital building project, Zumtobel provided atmospheric lighting for indoor spaces including the reception area and pedestrian traffic zones.

TridonicAtco street lighting in Rednitzhembach (GE)

This south German community decided to convert its street lighting to more efficient light sources. Savings amount to 77,000 kWh of electricity or roughly 10,000 euros a year. This was made possible by a unique solution from TridonicAtco in which a single additional module enables the existing ballasts to remain in place in the luminaires.

Leeds Combined Se- condary Schools (UK)

The Leeds School rebuilding project is part of the first phase of the British government's Building Schools for the Future programme. Thorn implemented a complete solution for the lighting of the school complex with its roughly 2,000 pupils. The main task for the lighting designers was to ensure an ideal learning environment. Thorn also provided the exterior security lighting, illuminating the premises but not at the expense of the environment and at the same time reducing any light nuisance for the surrounding community.

Flexible Primary School in Doren (AT)

he newly built primary school in Doren also stands for a new approach to teaching with flexible, changing learning situations, moving away from conventional classroom teaching. The Zumtobel lighting solution – based on Slotlights – has an important part to play here. As the desks are often rearranged, the classrooms must be uniformly lit, ensuring glare-free lighting and thus optimum learning conditions at all times.

Income Statement

in TEUR Q1 2009/10 Q1 2008/09 Change in %
Revenues 278,581 316,670 (12.0)
Cost of goods sold (179,415) (195,400) 8.2
Gross profit 99,166 121,270 (18.2)
as a % of revenues 35.6 38.3
Selling expenses (67,421) (75,521) 10.7
Administrative expenses (16,931) (18,955) 10.7
Other operating results 4,375 193 >100
thereof special effects (3,643) (1,036) <(100)
Operating profit 19,189 26,987 (28.9)
as a % of revenues 6.9 8.5
Interest expense (2,586) (8,863) 70.8
Interest income 161 1,070 (84.9)
Other financial income and expenses (5,228) (2,626) (99.1)
Profit/(loss) from associated companies (179) 463 <(100)
Financial results (7,832) (9,956) 21.3
as a % of revenues (2.8) (3.1)
Profit before tax 11,357 17,031 (33.3)
Income taxes (515) (3,049) 83.1
Net profit from continuing operations 10,842 13,982 (22.5)
Net profit from discontinued operations (666) 294 <(100)
Net profit for the period 10,176 14,276 (28.7)
as a % of revenues 3.7 4.5 (19.0)
thereof due to minority shareholders 310 2 >100
thereof due to shareholders of the parent company 9,866 14,274 (30.9)
Average number of shares outstanding - basic (in 1000 pcs.) 43,618 44,592
Average diluting effect (stock options) (in 1000 pcs.) 12 55
Average number of shares outstanding - diluted (in 1000 pcs.) 43,630 44,647
Earnings per share (in EUR)
Basic earnings per share 0.23 0.32
Diluted earnings per share 0.23 0.32
Earnings per share from continuing operations (in EUR)
Basic earnings per share 0.25 0.31
Diluted earnings per share 0.25 0.31

Statement of Comprehensive Income

in TEUR Q1 2009/10 Q1 2008/09 Change in %
Net profit for the period 10,176 14,276 (28.7)
Currency differences (3,228) (376) <(100)
Currency differences arising from loans 3,009 (328) >100
Hedge accounting (184) (145) (26.9)
Deferred taxes 46 63 (27.0)
Stock options - addition 363 416 (12.7)
Subtotal other comprehensive income 6 (370) >100
Total comprehensive income 10,182 13,906 (26.8)
thereof due to minority shareholders 258 5 >100
thereof due to shareholders of the parent company 9,924 13,901 (28.6)

Balance Sheet

in TEUR 31 July 2009 in % 30 April 2009 in %
Goodwill 275,455 25.8 275,455 26.1
Intangible assets 49,948 4.7 49,669 4.7
Property, plant and equipment 231,135 21.6 233,427 22.1
Investments in associated companies 4,392 0.4 7,861 0.7
Financial assets 629 0.1 624 0.1
Other receivables & assets 20,465 1.9 15,436 1.5
Deferred taxes 44,913 4.2 46,228 4.4
Non-current assets 626,937 58.6 628,700 59.7
Inventories 143,291 13.4 148,819 14.1
Trade receivables 185,104 17.3 169,378 16.1
Other receivables & assets 40,579 3.8 37,946 3.6
Financial assets 23 0.0 21 0.0
Liquid funds 73,041 6.8 69,008 6.5
Current assets 442,038 41.4 425,172 40.3
ASSETS 1,068,975 100.0 1,053,872 100.0
Share capital 111,761 10.5 111,761 10.6
Additional paid-in capital 339,048 31.7 339,048 32.2
Reserves 3,267 0.3 (10,217) (1.0)
Net profit for the period 9,866 0.9 13,426 1.3
Capital attributed to shareholders of the parent company 463,942 43.4 454,018 43.1
Capital attributed to minority shareholders 4,139 0.4 1,962 0.2
Equity 468,081 43.8 455,980 43.3
Provisions for pensions 47,227 4.4 47,370 4.5
Provisions for severance compensation 30,198 2.8 30,758 2.9
Other provisions 11,136 1.0 10,718 1.0
Borrowings 215,525 20.2 215,600 20.5
Other liabilities 89 0.0 84 0.0
Deferred taxes 9,414 0.9 9,133 0.9
Non-current liabilities 313,589 29.3 313,663 29.8
Provisions for taxes 25,707 2.4 25,332 2.4
Other provisions 30,576 2.9 34,534 3.3
Borrowings 33,257 3.1 16,886 1.6
Trade payables 104,996 9.8 109,895 10.4
Other liabilities 92,769 8.7 97,582 9.3
Current liabilities 287,305 26.9 284,229 27.0
EQUITY AND LIABILITIES 1,068,975 100.0 1,053,872 100.0

Cash Flow Statement

in TEUR Q1 2009/10 Q1 2008/09
Operating profit from continuing and discontinued operations 18,523 27,281
Depreciation and amortisation 10,747 10,239
Other non-cash changes 0 (3,367)
Gain/loss from disposal of fixed assets 671 0
Results from discontinued operations (561) 0
Cash flow from operating results 29,380 34,153
Inventories 7,826 (5,573)
Trade receivables (7,429) (2,998)
Trade payables (8,585) (20,964)
Prepayments received 2,568 1,106
Change in working capital (5,620) (28,429)
Non-current provisions (1,965) (1,426)
Current provisions (4,100) (4,116)
Other current and non-current receivables and liabilities (18,600) (5,165)
Change in other operating items (24,665) (10,707)
Taxes paid (1,365) (1,018)
Cash flow from operating activities (2,270) (6,001)
Proceeds from the sale of non-current assets 925 87
Capital expenditures (7,779) (14,529)
Change in non-current and current financial assets (4,713) 12,896
Change in liquid funds from changes in the consolidation range 0 (6,036)
Cash flow from investing activities (11,567) (7,582)
FREE CASH FLOW (13,837) (13,583)
Change in net borrowings 11,540 2,982
thereof restricted cash (74) (53)
Dividends (100) 0
Share buyback / exercise of options 0 433
Interest paid (1,961) (5,989)
Cash flow from financing activities 9,479 (2,574)
Effects of exchange rate changes on cash and cash equivalents 1,209 125
CHANGE IN CASH AND CASH EQUIVALENTS (3,149) (16,032)
Cash and cash equivalents at the beginning of the period 55,953 86,163
Cash and cash equivalents at the end of the period 52,804 70,131
Change absolute (3,149) (16,032)

Statement of Changes in Equity

1st Quarter 2009/10

Attributed to shareholders of the parent company
in TEUR Share
capital
Additional
paid-in
capital
Reserves Net profit
for the
period
Total Minority interests Total equity
30 April 2009 111,761 339,048 (10,217) 13,426 454,018 1,962 455,980
+/- Additions to reserves 0 0 13,426 (13,426) 0 0 0
+/- Total comprehensive income 0 0 58 9,866 9,924 258 10,182
+/- Dividends 0 0 0 0 0 (100) (100)
+/- Change in consolidation method 0 0 0 0 0 2,019 2,019
31 July 2009 111,761 339,048 3,267 9,866 463,942 4,139 468,081

1st Quarter 2008/09

Attributed to shareholders of the parent company
in TEUR Share
capital
Additional
paid-in
capital
Reserves Net profit
for the
period
Total Minority interests Total equity
30 April 2008 111,761 355,893 (48,409) 92,986 512,231 1,969 514,200
+/- Additions to reserves 0 0 92,986 (92,986) 0 0 0
+/- Total comprehensive income 0 0 (373) 14,274 13,901 5 13,906
+/- Share buyback / exercise of options 0 434 0 0 434 0 434
+/- Dividends 0 0 (31,255) 0 (31,255) 0 (31,255)
+/- Initial consolidation 0 0 0 0 0 190 190
31 July 2008 111,761 356,327 12,949 14,274 495,311 2,164 497,475

Notes

Accounting and Valuation Methods

The interim financial statements as of 31 July 2009 were prepared in accordance with the principles set forth in International Financial Reporting Standards, (IAS 34, Interim Financial Reporting). The company has elected to make use of the option set forth in IAS 34 and provide selected explanatory notes. The interim financial statements as of 31 July 2009 were not audited.

These interim financial statements were prepared in accordance with all IFRS/IAS issued by the International Accounting Standards Board (IASB) as well as all interpretations (IFRIC/SIC) of the International Financial Reporting Interpretations Committee and Standing Interpretations Committee that were valid as of the balance sheet date and have been adopted by the European Union through its endorsement procedure.

The accounting and valuation methods remain unchanged as of 31 July 2009. Additional information on these methods is provided in the consolidated financial statements as of 30 April 2009. The following new or revised IAS/IFRS were applied for the first time in preparing the interim financial statements as of 31 July 2009:

In accordance with the changes to IAS 1 "Presentation of Financial Statements", the income statement was expanded to include the income and expenses recognised in equity and the results are presented in a statement of comprehensive income. The statement of changes in equity only shows transactions with shareholders. Total comprehensive income is shown on a separate line in the statement of changes in equity.

IFRS 8 "Operating Segments" requires internal reports (management approach) to be used as the basis for identifying operating segments and selecting the revenue and asset data to be disclosed. Since the external segment reporting of the Zumtobel Group already reflects internal reports, the application of this standard will not result in any major changes.

The change to IAS 23 "Borrowing Costs" requires the capitalisation of borrowing costs that are attributable to the acquisition, construction or production of a qualifying asset. The effect of this change on the interim financial statements as of 31 July 2009 is negligible.

The quarterly financial statements of all companies included in the consolidated financial statements were prepared in accordance with uniform accounting and valuation principles.

Foreign Currency Translation

The major currencies used to translate the financial statements of subsidiaries into the euro are as follows:

Average exchange rate Income Statement Closing rate Balance sheet
1 EUR equals 31 July 2009 31 July 2008 31 July 2009 30 April 2009
AUD 1.7585 1.6365 1.7060 1.8146
CHF 1.5161 1.6189 1.5317 1.5066
USD 1.3935 1.5626 1.4138 1.3275
SEK 10.7756 9.3860 10.3358 10.6915
GBP 0.8661 0.7922 0.8556 0.8934
HKD 10.8003 12.1911 10.9570 10.2881

Consolidation Range

The condensed consolidated interim financial statements include all major Austrian and foreign companies that are controlled by Zumtobel AG.

The changes in the consolidation range during the interim financial period are shown below:

Consolidation Method
Consolidation Range full at equity TOTAL
30 April 2009 96 5 101
Change in consolidation method 1 (1) 0
Merged / liquidated during reporting period (2) 0 (2)
31 July 2009 95 4 99

The following companies were liquidated during the first quarter of 2009/10:

  • Multilux (Pty) Ltd., Australia

  • Staff/Conlux Administration Coy. Pty. Ltd., Australia

Thorn Gulf LLC, Dubai, which was previously included in the consolidated financial statements at equity, was fully consolidated as of 1 May 2009.

Notes to the Income Statement

The following comments explain the major changes to individual items in relation to the comparable prior year period.

Earnings per share

Basic earnings per share were calculated by dividing net profit for the period by the average number of shares outstanding as of the balance sheet date for these interim financial statements.

Diluted earnings per share are based on the assumption that the options granted under the stock option programme (SOP/MSP) will be exercised. These shares are included in the calculation of the average number of shares outstanding.

Seasonality

Sales volumes are generally higher during the first two quarters than during the second half-year for seasonal reasons; in particular, the third quarter falls significantly below the average. This distribution reflects the Group's dependency on developments in the construction industry as well as the seasonal distribution of business in this sector.

Expenses

The income statement was prepared in accordance with the cost of sales method. The cost of goods sold (incl. development expenses), selling expenses (incl. research expenses) and administrative expenses as well as other operating results include the following categories of expenses and income:

1st Quarter 2009/10

Cost of goods Selling Administrative Other Total
in TEUR sold expenses expenses operating
results
Cost of materials (123,005) (988) (67) (19) (124,079)
Personnel expenses (40,943) (34,756) (10,650) (1,544) (87,893)
Depreciation (9,011) (1,359) (375) (2) (10,747)
Other expenses (12,873) (28,811) (7,456) (2,647) (51,787)
Own work capitalised 2,776 0 0 0 2,776
Internal charges 1,057 (2,302) 1,410 (165) 0
Total expenses (181,999) (68,216) (17,138) (4,377) (271,730)
Other income 2,584 795 207 8,752 12,338
Total (179,415) (67,421) (16,931) 4,375 (259,392)

1st Quarter 2008/09

Cost of goods
sold
Selling
expenses
Administrative
expenses
Other
operating
Total
in TEUR results
Cost of materials (133,400) (1,533) (67) 0 (135,000)
Personnel expenses (46,469) (37,856) (11,606) (13) (95,944)
Depreciation (8,265) (1,510) (464) 0 (10,239)
Other expenses (13,854) (32,978) (8,812) (1,048) (56,692)
Own work capitalised 3,542 18 504 0 4,064
Internal charges 1,464 (2,679) 1,215 0 0
Total expenses (196,982) (76,538) (19,230) (1,061) (293,811)
Other income 1,582 1,017 275 1,254 4,128
Total (195,400) (75,521) (18,955) 193 (289,683)

The cost of goods sold includes development costs of TEUR 8,811 (prior year: TEUR 7,920). Development costs totalling TEUR 2,562 were capitalised during the reporting period (prior year: TEUR 3,164), and the amortisation of capitalised development costs equalled TEUR 1,648 (prior year: TEUR 1,230).

Other Operating Results

in TEUR Q1 2009/10 Q1 2008/09
Government grants 573 584
License revenues 8,150 361
Special effects (3,643) (1,036)
Restructuring (3,643) (1,036)
Miscellaneous (705) 284
Total 4,375 193

The government grants are comprised entirely of grants related to income.

The Zumtobel Group and the Philips Group signed an extensive worldwide cross-licensing agreement in May 2009 for current and future patents in the areas of lighting technology and solid state lighting. This exchange of patents had a positive, non-recurring effect on license income. In connection with the agreement, the Zumtobel Group is required to make revenue-based license payments.

A wide-ranging package of measures was implemented during the second half of the 2008/09 financial year as part of the "Excellerate" efficiency improvement programme, which calls for savings of up to EUR 100 million by 2010/11. The expenses related to this programme are reported on the line "restructuring". In the comparable prior year period, this position was comprised mainly of redundancy expenses in Great Britain (TEUR 508) and Australia (TEUR 452).

Miscellaneous items represent the net total of income and expenses arising from ordinary business operations, which cannot be clearly allocated to other functional areas.

Interest Expense

Interest expense is comprised primarily of interest for the current credit agreement. In the prior year, this position included a bonus margin, transaction costs and commitment fees of approx. EUR 4.4 million, which were related to the refinancing of the 2001 acquisition credit agreement.

Other Financial Income and Expenses

in TEUR Q1 2009/10 Q1 2008/09
Interest component as per IAS 19 less income on plan assets (905) (657)
Foreign exchange gains and losses 760 (88)
Market valuation of financial instruments (5,083) (1,755)
Gains / losses on sale 0 (126)
Total (5,228) (2,626)

Foreign exchange gains and losses consist above all of effects from the valuation of receivables and liabilities that are denominated in a foreign currency.

The market valuation of financial instruments shows the results from the valuation of forward exchange contracts at fair value as of the balance sheet date for these interim financial statements.

Income Taxes

The classification of income taxes into current and deferred taxes is shown in the following table:

in TEUR Q1 2009/10 Q1 2008/09
Current taxes (1,116) (3,206)
Deferred taxes 601 157
Income taxes (515) (3,049)

Notes to the Balance Sheet

The following comments refer to major changes in individual items compared to the balance sheet date on 30 April 2009.

Investments in associated companies

The decline in investments in associated companies resulted from a change in the method used to consolidate Thorn Gulf LLC, Dubai. This company was included in the consolidated financial statements at equity up to 30 April 2009, but was fully consolidated as of 1 May 2009 due to the attainment of control.

Other Non-current Receivables & Assets

This position includes the non-current portion of the receivable arising from the sale of the old factory in Spennymoor during December 2008 as well as the non-current components of the cross-licensing agreement with the Philips Group.

Current Financial Liabilities

The increase in current financial liabilities resulted from the use of short-term lines of credit to finance the seasonal increase in working capital.

Notes to the Cash Flow Statement

The positive development of cash flow from operating activities resulted from an improvement in working capital management. Other current and non-current receivables and liabilities consist chiefly of special contractually mandated payments to employees.

Cash flow from investing activities includes investments related to the purchase of a punching machine and an injection moulding machine in Dornbirn.

Transition to Cash and Cash Equivalents

in TEUR 31 July 2009 30 April 2009 31 July 2008
Liquid funds 73,041 69,008 92,528
Not available for disposal (473) (412) (688)
Overdrafts (19,764) (12,643) (21,709)
Cash and cash equivalents 52,804 55,953 70,131

Notes to the Statement of Changes in Equity

Stock Option Programme and Share Buyback

in psc. Total
30 April 2009 286,767
Share buyback 0
Exercised 0
31 July 2009 286,767

No stock options were exercised to date during the 2009/10 financial year (prior year: 57,527).

Reserve for Stock Options

in TEUR SOP MSP Total
30 April 2009 15,986 1,732 17,718
Addition through profit or loss - 363 363
31 July 2009 15,986 2,095 18,081

The Stock Option Programme (SOP) was replaced by the Matching Stock Programme (MSP) in 2008. No further options were allocated from the SOP.

The addition to the MSP equalled TEUR 363 for the first quarter of 2009/10 (prior year: TEUR 416) and will be accrued over two years.

Related Party Transactions

Related parties include the Managing Board and Supervisory Board of Zumtobel AG. The company had no business relationships with related parties as of the closing date for the interim financial statements on 31 July 2009.

Supply and delivery transactions are conducted with associated companies at normal market conditions.

Contingent Liabilities and Guarantees

The Zumtobel Group holds contingent liabilities of TEUR 4 (30 April 2009: TEUR 29) for guarantees and warranties that do not meet the criteria for recognition as a provision. Bank guarantees of TEUR 8,539 (30 April 2009: TEUR 7,881) have been provided for various liabilities.

Subsequent Events

Martin Brandt, the new member of the Management Board, will join the company as of 1 September 2009. As Chief Operating Officer (COO), he will be responsible for the operating business in the lighting segment.

The annual general meeting on 24 July 2009 approved a capital decrease through the withdrawal of treasury shares. This measure took effect on 20 August 2009 with recording in the company register. The withdrawal of treasury shares reduced the company's share capital from EUR 111,760,860.00 to EUR 108,750,000.00. Share capital is now divided into 43,500,000 bearer shares with zero par value (previously 44,703,344 shares).

There were no other significant events after the balance sheet date.

Segment Reporting

The segment reporting of the Zumtobel Group is based on the Lighting Segment (lighting solutions, interior and exterior lighting, electronic-digital lighting and room management systems) and the Components Segment (electronic and magnetic lighting components). The prices charged on inter-segment sales reflect normal market conditions.

Segment assets comprise directly allocated property, plant and equipment, intangible assets and working capital (excluding accrued interest, tax refunds and tax liabilities.

The column "Other and Consolidation" contains the assets, liabilities and related income statement items that were not allocated to the individual segments as well as property, plant and equipment, financial liabilities and taxes that relate to more than one segment.

Lighting Segment Components Segment Other & Consolidation Group
in TEUR Q1
2009/10
Q1
2008/09
Q1
2007/08
Q1
2009/10
Q1
2008/09
Q1
2007/08
Q1
2009/10
Q1
2008/09
Q1
2007/08
Q1
2009/10
Q1
2008/09
Q1
2007/08
Net revenues 207,483 234,664 235,931 87,848 102,623 105,043 (16,750) (20,617) (17,913) 278,581 316,670 323,061
External
revenues
207,232 233,552 236,061 71,232 82,837 86,828 117 281 172 278,581 316,670 323,061
Inter-company
revenues
251 1,111 (131) 16,616 19,786 18,216 (16,867) (20,898) (18,085) 0 0 0
Operating profit 6,596 15,441 21,242 15,334 14,313 12,343 (2,742) (2,766) (901) 19,189 26,987 32,684
Investments 5,545 9,919 6,533 2,197 3,880 3,584 37 730 69 7,779 14,529 10,186
Depreciation (6,431) (6,175) (6,047) (4,017) (3,767) (5,226) (299) (296) 1,208 (10,747) (10,239) (10,066)
in TEUR 31 July 30 April 30 April 31 July 30 April 30 April 31 July 30 April 30 April 31 July 30 April 30 April
2009 2009 2008 2009 2009 2008 2009 2009 2008 2009 2009 2008
Assets 714,433 698,053 754,848 200,589 204,661 233,295 153,953 151,158 117,805 1,068,975 1,053,872 1,105,948
Headcount (full
time equivalent) 5,086 5,167 5,670 1,763 1,745 1,926 128 129 112 6,977 7,041 7,708

Dornbirn, 15 September 2009

The Management Board

Andreas Ludwig Thomas Spitzenpfeil Martin Brandt

Service

Financial Terms
Adjusted EBIT EBIT adjusted for special effects
Adjusted EBIT margin = Adjusted EBIT as a percentage of revenues
Adjusted EBITDA EBITDA adjusted for special effects
Average capital employed = Goodwill + intangible assets + tangible assets + inventories + trade receivables
– trade payables – provisions for income taxes – other provisions – other liabilities,
as average over a period of four quarters
CAPEX Capital expenditure
Debt Coverage Ratio Net debt divided by EBITDA
EBIT Earnings before interest and taxes
EBITDA Earnings before interest, taxes, depreciation and amortisation
Equity ratio = Equity as a percentage of assets
Gearing = Net debt as a percentage of equity
Net debt = Non-current borrowings + current borrowings – liquid funds
ROCE (Return On Capital Employed) = Total return based on adjusted EBIT as a
percentage of average capital employed
WACC Weighted average cost of capital (debt and equity)
Working capital = Inventories + trade receivables – trade payables – prepayments received

Financial Calendar

Interim Financial Report 2009/10 (1 May 2009 – 31 October 2009) 09 December 2009 3rd Quarterly Report 2009/10 (1 May 2009 – 31 January 2010) 16 March 2010

Contact Information

Harald Albrecht Astrid Kühn-Ulrich Head of Investor Relations Head of Corporate Communications Telephone +43 (0)5572 509-1125 Telephone +43 (0)5572 509-1570 E-Mail [email protected] E-Mail [email protected]

Investor Relations Press / Corporate Communications

Financial Reports

Our financial reports are available for download under: http://www.zumtobelgroup.com. You can also order a copy by calling +43 (0)5572 509-1510.

More Information

on Zumtobel AG and our brands can be found in the Internet under:

www.zumtobelgroup.com www.zumtobel.com www.thornlighting.com www.tridonicatco.com www.ledonlighting.com www.spacecannon.it

Imprint

Publisher: Zumtobel AG, Investor Relations, Harald Albrecht Design: Lisa Pfurtscheller Coordination Financials: Christa Pfeiffer Translation: Donna Schiller Cover: Aqueduct Arcueil-Cachan (Picture: Xavier Boymond) Project part: Primary school Vicentino (Picture: Fabio Baraldi); Hospital in Baar (Picture: Jens Ellensohn); Street Lighting

Rednitzhembach (Picture: Gerhard Hagen); Ralph Thoresbury School (Picture: Joss Guest); Primary School Doren (Picture: Till Hückels) Copyright: Zumtobel AG 2009

Produced in-house with FIRE.sys

Disclaimer

This quarterly report includes statements on future developments, which are based on information available at the present time and involve risks and uncertainties that could cause the results realised at a later date to vary from these forward-looking statements. These statements on future developments are not to be under-stood as guarantees. On the contrary, future developments and results are dependent on a wide range of factors and connected with various risks and incalculable events. Moreover, they are based on assumptions that may prove to be incorrect. Included here, for example, are unforeseeable changes in the political, economic and business environment, especially in the regions where the Zumtobel Group operates, as well as the competitive situation, interest rates and foreign exchange rates, technological developments and other risks and incalculable events. Other risks may arise as a result of price developments, unforeseeable events in the operating environments of acquired companies or Group companies as well as ongoing cost optimisation programmes. The Zumtobel Group does not plan to update these forward-looking statements. This quarterly report is also presented in English, but only the German text is binding.

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