MAX Automation SE — Annual Report 2008

Jun 5, 2009

ANNUAL REPORT | 2008

KEY FIGURES IN OVERVIEW

		2008	2007
Group (according to IFRS)
New orders received (consolidated)	EUR mill.	233.2	232.0
Revenue	EUR mill.	231.9	224.5
- of which export share	%	58.6	51.1
EBIT	EUR mill.	14.1	18.6
EBT	EUR mill.	11.6	16.9
Net income for the year	EUR mill.	10.6	11.0
Total assets	EUR mill.	162.2	149.4
Equity	EUR mill.	72.9	64.5
Equity ratio	%	45.0	43.1
Employees (year average)	Persons	1,002	935
Key share figures
Number of ordinary shares	Shares (mill.)	26.79	26.79
EPS according to IFRS	EUR	0.39	0.41
Dividend per share	EUR	0.05	0.10

Industrial production continues to depend on intelligent and branch overarching automation solutions, also in turbulent markets. M.A.X. Automation AG companies serve their partner companies around the world by providing efficient automation solutions. Their common objective is to meet the challenges of the global crisis in the best manner possible. In doing so, we also make our know-how and expertise available to allow new markets to be opened successfully, and to assist in the search for solutions that take altered social and economic structures into account. In the Environmental Technology segment, we focus on meeting the demands of the future such as the better use of available resources and reduced consumption of raw materials and energy. The rapid pace of information and communication technology development also calls for innovative automation processes that continue to guarantee maximum economic efficiency, flexibility and quality in the future.

Key figures in overview	4
Foreword	5
Contents	6
Report of the Management Board	8
Markets	12
Environmental Technology	14
Industrial Automation	16
Group Management Report	18
Figures, data, facts	42
- Consolidated balance sheet	44
- Consolidated income statement	46
- Consolidated statement of changes in equity	47
- Consolidated statement of cash flows	48
- Segmental reporting	50
- Consolidated statement of changes in fixed assets	52
Parent company balance sheet and income statement	54
Subsidiaries	56
- List of investments	58
- Brief portraits	60
Calendar dates + imprint	64

NEW MARKETS CAN OPEN UP UNIMAGINED OPPORTUNITIES – AUTOMATION PUTS THEM WITHIN REACH.

REPORT OF THE MANAGEMENT BOARD

Dear shareholders,

The 2008 financial year was a year of two distinct halves for the M.A.X. Automation Group: following an excellent start and a gratifying first half of the year, economic growth decelerated increasingly over the remainder of the year. In the fourth quarter of 2008, our operating subsidiaries reported their first marked downturn in orders following five consecutive years of growth. This interruption to our company's growth is attributable to the global recession and the associated sharp economic downturn within our sector. The M.A.X. Automation Group proved no longer able to withstand the negative consequences of the financial market crisis, global economic downswing and dwindling investment activity at the end of the year. This trend was reflected in the Group's key financial figures for 2008:

• Consolidated order intake, one of the most important manage ment quantities in our sector, rose 0.5% to €233.2 million. This represented only a slight year-on-year increase. Growth had still amounted to 14.8% after the nine-month stage.

• Group revenue reported a comparable trend: whereas sales were still up by 6.6% at the end of the first nine months of the year, sales growth for the full 2008 year of €231.9 million reflected total growth of 3.3%.

• Profitability was firstly affected by expansion-related structural measures, which were mainly implemented in the first nine months, and, secondly, by recessionary effects within the sector in the final quarter. As a consequence, consolidated earnings before interest and tax (EBIT) of €14.1 million in 2008 were below the previous year's result of €18.6 million. The positive effects from the tax optimisation program, which was implemented on schedule, had a counter-effect, which meant that consolidated net income of €10.6 million almost reached the previous year's high level of €11.0 million.

• The positive sales trend continued in both core segments in 2008, while earnings declined. Revenue in the Environmental Technology segment rose 3.9% to €126.1 million. Sales in the Industrial Automation segment were up by 2.9% to €81.8 million. Operating earnings (EBIT) in the Environmental Technology segment fell €1.9 million to €7.7 million. The Industrial Automation segment achieved earnings of €6.8 million, following €9.4 million in the previous year.

YOU CAN TAKE MANY PATHS TO REACH YOUR GOAL – AUTOMATION POINTS THE WAY TO THE SUCCESSFUL ONES.

REPORT OF THE MANAGEMENT BOARD

In view of the serious deterioration in the economic environment, the Management Board is still satisfied with the overall course of business in 2008. Our Group was well on its way to a new record year for the first nine months of the year. The unexpectedly sharp downturn in the global economy in the final quarter and the intensification of the financial market crisis meant that we were unable to fully attain our original annual targets of a further improvement in Group revenue and earnings. The Group is nevertheless in a healthy condition.

M.A.X. Automation Group employees have played a significant role in this outcome with their strong commitment and professional expertise. The Management Board, also on behalf of the Supervisory Board, would like to thank the directors and managers of its subsidiaries, as well as all employees for their valuable contributions to the success of the past financial year.

In operating terms, our focus in 2008 was on the targeted strengthening of technological expertise in both core segments. In the Environmental Technology segment, the subsidiaries Vecoplan and Altmayer supplemented their range of products by entering promising sub-markets, such as the market for the shredding of aluminium and electric scrap, as well as used tyres, or the market for ash extraction plant and systems for coal-fired power plants. In the Industrial Automation segment, BARTEC Dispensing Technology entered the market for impregnating plant and systems, thereby rounding out its

existing expertise in dosing and metering technology. NSM Magnettechnik invested in capacity expansions in the packaging area and in feeding technology.

An additional operating focus was on further internationalisation. Vecoplan expanded its UK subsidiary, and BARTEC Dispensing Technology founded its own service and sales company in Italy. NSM expanded its international business base through strategic customers in Spain and Japan.

The Management Board is assuming that the global economy is in a temporary phase of weakness, even if it is still unclear when this phase will be over. Long-term prospects for mechanical and plant engineering are nevertheless positive in the opinion of the Management Board. This applies particularly to environmental technology and industrial automation.

Our dividend policy is based on the principle of our shareholders participating commensurately in the success of the business. In view of the ongoing global economic crisis, strengthening the equity base, and consequently the Group's financial strength, hold particular significance. For this reason, the Management Board and the Supervisory Board will propose to the Ordinary Annual General Meeting to be held on July 3, 2009 that a dividend of €0.05 per share should be paid for the 2008 financial year (previous year: €0.10). This would result in an overall dividend distribution of €1.3 million.

The global recession and the financial market crisis continued at the start of 2009. Order intake in the German mechanical and plant engineering sector dropped by over one third yearon-year between November 2008 and January 2009. Our subsidiaries also suffered a similar overall decline in orders. This prompted the Management Board to develop sets of measures along with the subsidiaries' management to steer our Group through this phase of weak markets. These include adjusting structures and processes in line with efficiency criteria, and the reduction of personnel costs, for example through the selective implementation of short-time working and limited job cuts. Most of these measures are already being implemented. We nevertheless regard it as important to protect the Group's established strengths in order to exploit growth opportunities in a decisive manner as soon as markets stabilise again.

With respect to the fall in business within the sector and the continuing disinclination to invest evidenced in all the key sales markets, the Management Board currently expects that the M.A.X. Automation Group's revenue and earnings in 2009 will fail to achieve the level of 2008 on the basis of the existing portfolio of subsidiaries. The Management Board is never theless maintaining its medium-term objective of raising the revenue and earnings level of our Group.

Bernd Priske

Düsseldorf, March 2009

The Management Board

Bernd Priske

Automation solutions that meet demand across the globe

Industry around the world requires technically mature manufacturing automation. Only automated production processes allow high volumes of goods to be manufactured to meet demand, while at the same time maintaining constant levels of quality. In addition, companies can only guarantee cost-efficient production through the use of efficient automation systems, thereby contributing to affordable product prices. This means that, in general terms, the market for plant, systems and services relating to automation is experiencing continuous growth around the whole world.

Companies aspiring to operate as successful providers of automation systems must be able to adapt to different market conditions. In industrial countries, manufacturing companies are required to harness high-quality and, in many cases, technologically highly sophisticated and complex automation plant and systems. These allow manufacturers to supply the global market with first-rate products, while at the same time generating attractive margins. By contrast, in emerging economies and less-developed economic areas, companies rely on more labourintensive production using automation solutions meeting more basic standards. This allows standard-quality products to be manufactured in high volumes and at low prices.

It is clear that automation system providers must supply regional markets with specific solutions. This makes extensive knowledge of local demand structures and access to global markets indispensable. Automation specialists must also demonstrate wellfounded know-how in different technology applications. Above and beyond this, they must have access to flexible in-house structures and smoothly functioning sequence organisations in order to satisfy their customers' specific technical requirements.

M.A.X. Automation AG commands all of these prerequisites. Through its subsidiaries, the Group covers numerous specialty areas of industrial production. These include system solutions, for example in the areas of recycling, assembly automation or control engineering where the operating subsidiaries occupy leading technological positions. At the same time, the Group companies also provide automation components, for example for technologies for shredding, dosing and metering, magnets and vacuums. Fielding this range of products and offerings, M.A.X. Automation AG is active across the globe. In this context, a global network of locations and sales branches provide the basis for demand-led automation solutions, proximity to customers, and a high level of service quality.

NO MATTER WHERE YOUR INVESTMENTS MAY BE HEADING – WITH AUTOMATION, THEY'LL ALWAYS FEEL RIGHT AT HOME.

ENVIRONMENTAL TECHNOLOGY

Environmental technology creates sustainable growth

Experts ascribe virtually unrivalled growth potential to environ mental technology that is not matched by any other sector. Major contributing factors to this growth include global trends such as burgeoning populations, rising industrialisation in emerging and developing economies, and increasing middle-class purchasing power within these regions. Growing global demand for consumer goods makes the even more sparing use of scarce natural resources an economic imperative. In view of these factors companies require environmental technology solutions.

The most important environmental technology markets include energy efficiency, commodities and materials efficiency, and waste treatment and recycling. The sector's key markets had already achieved a global volume of €1 billion by 2005 according to estimates. Sales are expected to more than double to around €2.2 billion by 2020. German companies command a strong position in international environmental markets. The share of German products in the global trade in environmental techno logy products amounts to around 16%. In the waste treatment and recycling sector the global market share is even in excess of 25%. In 2007, the German economy produced environ mental technology goods with a value of €69.5 billion – over 25% more than two years previously. As a consequence, 5.3% of total industrial production in Germany was attributable to environmental technology with a rising trend.

Environmental policy-making is an important driver in this respect. In the past, ecological regulations in Germany have generally created reliable conditions for companies, thereby stimulating innovation. Some examples include clean air technology, energy saving, and recycling. As a result, Germany has become a global environmental technology pioneer.

Environmental Technology forms a core segment at MAX Automation AG. This segment brings together the business activities of the Vecoplan Group and of Altmayer Anlagentechnik GmbH & Co. KG. As a partner for the international forestry and recycling sector, Vecoplan is one of the leading providers of technologically sophisticated machinery and plant for the shredding, conveying and treatment of wood and secondary raw materials.

Altmayer develops and markets plant and systems around the world for the storage and conveying of explosive bulk materials, as well as specialist plant and systems for flue gas cleaning to reduce emissions of dioxin, furan, and sulphur.

WE ALL DREAM OF A CLEANER WORLD – AUTOMATION MAKES IT A REALITY.

INDUSTRIAL AUTOMATION

Industrial automation: comprehensive systems from a single source

Automation forms the core of industrial production. Automated manufacturing allows goods to be produced safely, efficiently, and in a manner that spares resources, while at the same time producing high volumes at consistent quality. This is why the demand for automation solutions continues to rise around the world.

Germany occupies a prominent position in automation globally. According to calculations issued by the German Electrical and Electronic Manufacturers' Association (ZVEI), German companies contribute around 12% to global production volumes in automation. The sector reported sales growth of 9% to €42.8 billion in 2007. The positive trend continued in 2008, as a consequence of which the ZVEI anticipates sales growth of around 5% for the full year, despite the deteriorating global economy. Accounting for an export share of around 77%, Germany is the world's largest exporter of automation technology. The countries of the European Union, which received around 54% of all German exports, represented the largest sales market. South-East Asia received 16%, the rest of Europe 10%, and the USA 8% of German automation exports. In terms of imports into Germany too, the EU occupied first position with 57%, followed by South-East Asian countries (17%), the rest of Europe (12%), and the USA (9%).

The growth market of industrial automation forms the second core segment at MAX Automation AG. Here the operating subsidiaries cover different technology areas, and occupy promising competitive positions in their sub-markets: NSM Magnettechnik Group is a technologically leading system provider of handling and conveying systems for metals. As a specialist for custom-built production systems, IWM Automation GmbH develops and produces sophisticated manufacturing and assembly plant. BARTEC Dispensing Technology Group is one of the world's leading providers of dosing and metering technology systems. In the software and control engineering technology area, Mess- und Regeltechnik Jücker GmbH has established a name internationally as a systems integrator and control systems supplier for complex automation processes.

The subsidiaries' strengths include providing extensive automation solutions that comprise both individual technological components and complex systems. The M.A.X. Automation Group supplies its customers around the whole world with custombuilt automation plants and systems from a single source that safely and efficiently structure complex production processes in numerous sectors. This competitive advantage secures a sound market position for the Group subsidiaries.

MORE AND MORE PEOPLE ARE DEMANDING HIGHER MOBILITY – AUTOMATION TAKES THEM TO THEIR DESTINATIONS.

1. The business and its environment

1.1. Group structure and organisation

Headquartered in Düsseldorf, M.A.X. Automation AG focuses on the acquisition and sustainable development of mediumsized companies that operate in the manufacturing process automation area. Within production automation, the company is organised according to its core segments of Environmental Technology and Industrial Automation. M.A.X. Automation AG pursues an approach of making long-term investments in its subsidiaries. For this reason, MAX Automation AG aims to acquire the majority of a company's equity capital when making corporate acquisitions, if possible acquiring 100% of its shares.

As the Group parent company, M.A.X. Automation AG is responsible for the overall strategic management and financing of the Group. The parent company has no operating business of its own. The Management Board is directly responsible for the management of the Group. The managements of the operating subsidiaries report to the Group Management Board. The Supervisory Board of M.A.X. Automation AG appoints, supervises and advises the Management Board. The Supervisory Board is included in all business transactions of key significance for the company or the entire Group.

As a stock corporation, M.A.X. Automation AG is listed on the Frankfurt Securities Exchange. The M.A.X. share is listed in Deutsche Börse AG's General Standard segment.

The subsidiaries concentrate on the core segments of Environmental Technology and Industrial Automation in line with the strategic orientation of the M.A.X. Automation Group. The Mechanical and Plant Engineering segment comprises specialty mechanical engineering companies that round out the port folio of subsidiaries.

The Environmental Technology core segment included the companies of the Vecoplan Group and Altmayer Anlagen technik GmbH & Co. KG in 2008.

The Industrial Automation core segment included the NSM Magnettechnik Group, the BARTEC Dispensing Technology Group, IWM Automation GmbH, and Mess- und Regeltechnik Jücker GmbH in the year under review.

The Mechanical and Plant Engineering segment consisted of BTD Behältertechnik Heiz- und Trinkwassersysteme GmbH & Co. KG and Euroroll Dipl.-Ing. K.H. Beckmann GmbH & Co. KG.

The subsidiaries of MAX Automation AG offer individual automation and process solutions to customers around the world. Within their markets, the companies command positions of technological leadership as specialised producers of components, as suppliers of comprehensive automation systems, and as providers of entire mechanical engineering facilities. The Group network allows individual companies to offer complex automation solutions that integrate component and system technologies on a "one-stop shop" basis.

The regional target markets of the MAX Automation Group are mainly situated in Europe, North America, and Asia. A number of subsidiaries are represented by sales companies on the markets abroad. The customer base of the Environmental Technology segment consists essentially of waste management and recycling technology companies, the forestry and paper industry, as well as the cement and plastics sectors. Customers of the Industrial Automation segment include, among others, the energy, automotive, packaging, and the electrical and electronics industries.

1.2. Controlling system and control parameters

M.A.X. Automation AG steers the operating businesses using financial performance indicators with the objective of securing and enhancing the long-term profitability of the M.A.X. Automation Group.

The company also applies non-financial performance indicators connected with the strategic focusing of the overall Group and the business models of the operating subsidiaries. These are:

• Environmental technology sector expertise: Environmental policy regulations affect growth in the global environmental technology market to a significant extent. This particularly applies to the waste treatment and recycling area in which the M.A.X. Automation Group operates. Consequently, detailed knowledge of market-specific environmental regulation in this market area is indispensable for long-term business management. A dependable network of contacts to environmental policymakers is also essential in this respect.

• Internationalisation: In both environmental technology and industrial automation, profitable growth can only be secured by way of internationalising the business base. It should nevertheless be noted that customers' automation requirements differ from country to country. As a provider of technically sophisticated automation systems, the M.A.X. Automation Group must offer individual automation solutions to its customers around the world, while at the same time meeting highly specific requirements in each case. Within the Group, this requires an efficient structure of international sales and service branches, and selected production locations. Targeted international expansion is one of the Group's most important factors for success.

• Value-added positioning and technology leadership: The ability of the subsidiaries to integrate individual automation components and extensive system know-how into customerspecific solutions on a one-stop shop basis is key to the sustained market success of the M.A.X. Automation Group. This so-called "value-added positioning" based on technologically leading plant and systems has allowed the Group subsidiaries to differentiate themselves from their competitors in their sub-markets. This is why major significance will continue to be ascribed to the targeted bundling of components and system technology into integrated products across the Group in the future.

• Innovations: The Group operates in an environment characterised by intense competition and rapid technical progress. Consequently, innovative technologies that automate production processes are the key driver behind the Group's success. The level of technological ability across the entire Group must be continuous developed further to maintain and expand the subsidiaries' good market positions. Systematic innovation management is used for this purpose.

1.3. Economic environment

In the first half of 2008, the global economy lost significant momentum as the result of ongoing uncertainty in financial markets due to US subprime crisis, the strong euro and further rises in commodity prices. The downturn worsened unexpectedly sharply from September 2008, pushing leading economies around the world into recession by the end of the year. According to estimates made by the International Monetary Fund (IMF), global gross domestic product (GDP) grew by only 3.4% in 2008 (2007: 5.2%).

A key factor behind the downturn was the increasing overspill of growing tensions in the financial sector into other sectors. The economy was brought to an abrupt halt by the halt of the flow of credit, and a general decline in demand. Dwindling confidence on the part of investors and consumers resulted in further share price losses on stock markets. Many commodity prices fell sharply. Governments and central banks around the world introduced extensive support measures to halt the downtrend, and to secure the functioning of the banking sector.

Nevertheless, no sector of the economy was unaffected by the recessionary trends. According to information provided by the International Monetary Fund, GDP in the USA grew only by an estimated 1.1% in 2008 (2007: +2.0%). Emerging economies relinquished their function as engines of global growth: economic growth slowed by 1.9 percentage points in Russia, in India by 2.0 percentage points, and in China by 4.0 percentage points. In the Eurozone too, growth in 2008 was 1.6 percentage points lower than in 2007, mainly as a consequence of a decline in export demand, and reached 1.0%.

The German economy also reported an abrupt and sharp downturn in autumn 2008, particularly in important branches of industry. While domestic demand remained almost unchanged, there was a marked slowdown in export demand.

According to official figures, German GDP nevertheless managed growth of 1.3% in 2008 (2007: +2.5%), mainly due to the robust economy in the first few months of the year.

1.4. The environment for the mechanical and plant engineering sector

The German mechanical and plant engineering sector once again reported a good overall year in 2008 despite a final quarter that was unexpectedly weak. Production volumes on a priceadjusted basis fell by around 5% year-on-year to €194 billion, according to information provided by the German Engineering Federation (VDMA). Sector turnover in nominal terms rose by approximately 8% to €205 billion in 2008.

With nominal growth of around 8% to €147 billion (2007: €136 billion), exports in 2008 reached a new record level. Further growth in exports to the emerging economies of Brazil, Russia, India and China made particular contributions to this outcome. Deliveries of machinery to the USA, the largest export market for Germany, fell by contrast. Domestic shipments rose in 2008, mainly as a result of German industry's strong propensity to invest in the first half of the year, and reached a volume of around €47 billion, approximately 7% above the previous year's figure (2007: €43.8 billion).

There was nevertheless a marked, sharp downturn in the sector in the fourth quarter of 2008 due to the impact of the global recession. Order intake between October and December 2008 was down 29% year-on-year. Domestic orders fell 28%, and export orders decreased by one third. Given this development, the 2008 full-year order intake also declined, and was down by 5% compared to the 2007 level.

Sources:

Association of German Banks (Bundesverband deutscher Banken e.V.), Economic Report January 2009, European Central Bank, Monthly Report January 2009, Press release of the Federal Office of Statistics of January 14, 2009 International Monetary Fund, World Economic Outlook, January 2009

Source: VDMA, press release of February 10, 2009

1.5. Research and development

As a specialist supplier of comprehensive automation solutions, the M.A.X. Automation Group places strong emphasis on the development of innovative products and services. There are two key reasons for the demand for innovation. Firstly, customers around the world expect individual automation solutions to comply with a specific set of requirements. Secondly, the market environment is characterised by rapid technological change, a high degree of competitive intensity, and a rising number of environmental policy regulations. Under these conditions, targeted research and development activities are among the important factors determining the success of international automation specialists.

Research and development are organised on a de-centralised basis within the M.A.X. Automation Group. As the parent company, M.A.X. Automation AG does not operate its own research area. In line with the Group's internal work distribution, the subsidiaries are responsible for creating and maintaining their own research and development capacities. This base drives product and service innovations according to market position and customer requirements. The aim is either to deepen existing technological expertise or to enter new automation submarkets on a targeted basis.

Further innovations were created within the Environmental Technology core segment in 2008. For example, Vecoplan supplemented its product range to include automated plant for tyre shredding. Vecoplan developed a new large-scale shredding facility drawing on its existing specialised know ledge. Altmayer Anlagentechnik supplemented its product range through the development of two new conveying systems that allow particulates and granulates to be conveyed pneumatically at especially high performance limits. A number of development projects were also realised in the Industrial Automation core segment in the year under review. For instance, NSM Magnettechnik expanded its system expertise in the feeding technology area. Products from the "automated materials preparation" area were further developed within the research division of BARTEC Dispensing Techno logy. Applications in the dosing and metering area were also expanded to include impregnation technology.

2. Earnings, assets, and financing

2.1. Special events during the reporting year Tax optimisation measures implemented

M.A.X. Automation AG announced on May 13, 2008 that it would utilise the existing trade tax loss carryforward of M.A.X. Automation AG as part of tax optimisation. For this purpose, and following a corresponding approval by the Ordinary Annual General Meeting of June 27, 2008, control and profit transfer agreements were concluded in the year under review with the four subsidiaries Mess- und Regeltechnik Jücker GmbH, NSM Magnettechnik GmbH, IWM Automation GmbH and BARTEC Dispensing Technology GmbH. By way of preparation, the companies IWM, NSM and Jücker, which were incorporated as limited commercial partnerships, were converted into the legal form of limited companies.

As a result of these measures, the Management Board anticipates tax savings totalling around €3.0 million within the Group by the 2014 financial year. Of this amount, €0.6 million became effective in the 2008 financial year. Due to the future utilisation of the tax loss carryforwards, M.A.X. Automation AG also reported one-off special income of €2.5 million at Group level in the reporting year arising from the capitalisation of the portion of the deferred tax which was value-effective as of the reporting date.

Withdrawal from the biogas business

M.A.X. Automation AG announced on May 28, 2008 that it would discontinue its biogas plant construction activities that had been operated by its subsidiary EnerCess GmbH. This withdrawal arises from the marked change in the market environment for these plants, which failed to ensure commercially viable prospects for EnerCess GmbH. No further notable effects for the earnings, asset and financing positions of the M.A.X. Automation Group resulted in 2008 from the de-consolidation relating to the insolvency application for EnerCess GmbH that was filed on May 28, 2008.

Personnel changes within the Management and Supervisory boards

It was announced on December 19, 2008 that Mr Manfred Heim, who had been a member of the Management Board of M.A.X. Automation AG since November 2004, would step down from the Management Board as of December 31, 2008 as the result of amicable agreement. Mr Heim has since acted as a Management Board member of FORTAS AG, which is M.A.X. Automation AG's largest shareholder with a stake of around 23%.

At the same time, the company announced that Dr. Frank Stangen berg-Haverkamp would step down from the Supervisory Board of M.A.X. Automation AG as of January 31, 2009 on the basis of amicable agreement. Manfred Heim was appointed to be a member of the Supervisory Board as of February 2009 as the result of a resolution by the district court of Düsseldorf of January 19, 2009.

2.2. Accounting

The consolidated financial statements for M.A.X. Automation AG for the 2008 financial year have been prepared according to International Financial Reporting Standards (IFRS). As a result, the company has been released from the obligation to prepare consolidated financial statements according to the requirements of the German Commercial Code (HGB). Previous year figures have also been calculated according to IFRS, and are comparable as a consequence.

2.3. Overall assessment of the business year

Despite an increasingly recessionary global economy, the M.A.X. Automation Group reported business progress that was still satisfactory in overall terms in 2008, although the earnings targets that had been formulated at the start of the year were not attained. Group revenue rose by 3.3% although sector trends were in significant decline, particularly in the fourth quarter of 2008, and a growing reluctance to invest became increasingly noticeable in important sales markets. Group operating earnings before interest and tax (EBIT) were below the previous year's level, firstly due to growing price pressure as a consequence of the economic situation that deteriorated over the course of the year, and secondly due to higher raw materials prices. Consolidated net income was nevertheless only slightly below the previous year's level due to the one-off tax effect resulting from the utilisation of the trade tax loss carryforward.

In light of the continuation of the global economic crisis in 2009, the Management Board will adjust its dividend policy correspondingly, and place a greater emphasis on strengthening equity, and consequently the Group's financial strength. The intention is therefore to reduce the dividend for the 2008 financial year.

2.4. Orders

The M.A.X. Automation Group reported a consolidated order intake of €233.2 million in 2008. This figure is slightly (0.5%) below the previous year's level of €232.0 million, whereby order intake in the fourth quarter of 2008 reflected a significant slowdown. Growth was mainly achieved within the Industrial Automation segment, where order intake rose by 9.0% in

the year under review. Order intake was down 4.3% year-onyear in the Environmental Technology segment. Order intake in the Mechanical and Plant Engineering segment approximately reached the previous year's level (-2.5%).

The consolidated order backlog of the M.A.X. Automation Group amounted to €91.2 million as of December 31, 2008. This represents a year-on-year increase of 3.3% (December 31, 2007: €88.4 million).

2.5. Revenue

The consolidated revenue of MAX Automation AG grew by 3.3% to €231.9 million in the year under review, following €224.5 million in the previous year. Despite the poor global economy and the weakening trend within the sector, this allowed the goal of further improving consolidated revenue on the basis of the existing portfolio of investments to be achieved.

Both core segments contributed to this revenue growth. Revenue was up by 3.9% year-on-year in the Environmental Technology segment. The Industrial Automation segment achieved sales growth of 2.9%. In the Mechanical and Plant Engineering segment, revenue was 1.2% higher than in 2007.

The export share of consolidated revenue was 58.6% in the reporting year. This represents an increase of 7.5 percentage points compared with the comparable 2007 figure (51.1%). This outcome also allowed the 2006 export ratio of 56.7% to be exceeded, and the international business base to be further extended and strengthened.

2.6. Earnings

The total output of the M.A.X. Automation Group rose by 6.1% in 2008 to €238.2 million, following €224.5 million in 2007.

Other operating income totalled €1.8 million (2007: €1.4 million). This amount particularly includes provision releases of €0.5 million.

The disproportionate, 9% increase in the materials expense to €124.0 million (2007: €113.8 million) is primarily attributable to further rises in prices for important raw materials. Consequently, its share of total output of 52.1% was slightly above the comparable 2007 figure of 50.7%.

An expansion of the Group employee base is reflected in personnel expenses, which rose 6.4% to €59.8 million (2007: €56.2 million). Compared to total output, personnel expenses increased slightly year-on-year to 25.1% (2007: 25.0%).

Other operating expenses were up by 13.4% in the year under review to €38.1 million, following €33.6 million in the previous year. This marked increase was mainly due to investments in growth. Firstly, corporate processes were structured correspondingly in the operating companies, and, secondly, the Group structure was adjusted to the requirements of international expansion, for example through the founding of new overseas companies by Vecoplan and BARTEC Dispensing Technology. Measured as a proportion of total output, other operating expenses increased to 16.0% in 2008 (2007: 15.0%).

The M.A.X. Automation Group achieved consolidated operating earnings before interest and tax (EBIT) of €14.1 million in 2008. Group EBIT amounted to €18.6 million in the previous year. The EBIT margin – Group operating earnings compared with Group revenue – amounted to 6.1% in the year under review, following 8.3% in 2007.

The net financial result in 2008 was –€2.5 million, compared with –€1.7 million in 2007. The share of earnings attributable to minority interests of €0.1 million was reported in the net financial result for the first time in 2008 (2007: –€0.4 million). The previous year's figures were adjusted correspondingly. The Management Board retains its plans to float Vecoplan AG on the stock market. It is currently impossible to make a specific prediction of the timing of such an IPO due to the current negative capital market environment. The costs incurred in 2007 and 2008 in connection with the planned IPO of Vecoplan AG were reported in the net financial result to the extent of the portion of the costs relating to services that presumably can no longer be used at the time of the IPO, or which serve to make the old shares fungible (€1.0 million).

The earnings before tax (EBT) of the M.A.X. Automation Group reached €11.6 million in 2008, following €16.9 million in 2007. An expense of €1.0 million was incurred as the result of income tax. The sharp decline compared with the previous year's figure of €6.0 million is mainly a consequence of the positive effect arising from the tax optimisation that the Group implemented in the year under review, as well as the reduction in the corporate tax rate in 2008. The tax rate fell markedly to 8.8% as a consequence. It had amounted to 35.3% in the previous year.

The M.A.X. Automation Group achieved net income for the year of €10.6 million in 2008, representing a 3.7% decline compared with the previous year (€11.0 million). This gives rise to undiluted earnings per share of €0.39 in the 2008 financial year, following a €0.41 in the previous year.

2.7. Application of profits

MAX Automation AG prepares its single-entity annual financial statements according to the regulations of the German Commercial Code (HGB). Net income for the year of €5.2 million was reported for the 2008 financial year. This represents a decline of 18.2% compared with the previous year's figure of €6.4 million. An amount of €2.6 million from the net income from the year has been transferred to the revenue reserve. The unappropriated retained earnings of M.A.X. Automation AG amounted to €3.2 million in the year under review.

The company's Management and Supervisory boards intend to propose to the shareholders of M.A.X. Automation AG at the Ordinary Annual General Meeting to be held on July 3, 2009 that a dividend payment of €0.05 per share be made from unappropriated retained earnings. The dividend in 2007 amounted to €0.10 per share. This would result in a 50% yearon-year reduction in the sum distributed to €1.3 million.

2.8. Assets

The MAX Automation Group reported total assets of €162.2 million as of December 31, 2008. This amount is €12.7 million more than on the previous year's comparable balance sheet date (December 31, 2007: €149.4 million). The increase reflects the expanded business volumes.

On the assets side, non-current assets rose €5.4 million to €68.8 million (December 31, 2007: €63.4 million). This rise was mainly affected by the expansion-related increase in tangible fixed assets by €2.5 million to €32.5 million and the growth in deferred tax assets of €2.6 million to €4.3 million as part of the Group tax optimisation.

Current assets amounted to €93.3 million as of the balance sheet date. There were various contributing factors to the marked increase of €7.3 million compared with the previous year's figure (€86.0 million) including a growth-led rise in working capital: for example: inventories increased by €4.9 million to €33.8 million, and trade receivables of €43.0 million were up by €3.7 million. The increase also partially reflected reporting date effects typical of the sector.

2.9. Financial position

On the equity and liabilities side, equity grew to €72.9 million as of December 31, 2008. The increase compared with the previous year (December 31, 2007: €64.5 million) of €8.4 million is due to the net income for the year, minus the dividend that was paid during the 2008 financial year. The equity ratio remains at a solid level of 45.0% (December 31, 2007: 43.1%).

Non-current liabilities of €32.4 million as of the balance sheet date were roughly at the level of the previous year's balance sheet date (€32.7 million).

Current liabilities rose by €4.6 million to €56.9 million (December 31, 2007: €52.3 million). The increase results from various effects. For example, trade payables rose by €1.9 million to €24.7 million as a consequence of the expansion of business activities (€22.8 million). The €4.0 million rise in other provisions to €12.7 million (€8.7 million) mainly reflected higher business volumes.

2.10. Cash flow

The M.A.X. Automation Group reported cash flow from operating activities of €6.2 million in 2008 (2007: €10.1 million). This particularly reflects a high level of inventories, which was due to reporting date effects. Cash flow from investing activities totalled –€5.6 million, following –€5.4 million in the previous year, mainly resulting from the expansion-led structural measures. Cash flow from financing activities amounted to €3.3 million, following €5.6 million in 2007.

3. Segmental reporting

3.1. Environmental Technology

The M.A.X. Automation Group's operating activities in its Environmental Technology core segment mainly cover the market areas of waste management and recycling. These sub-markets continue to be regarded as sustainably high-growth due to ongoing industrialisation, particularly in emerging economies, and global population growth. The global market for waste management and recycling plant and systems, which comprised a volume of €30 billion in 2005, is expected to grow to €46 billion by 2020. The enhancement of environmental policy standards around the whole world represents an important growth motor. Given this, automation plant and systems that can be used to treat waste efficiently and in an environmentally compatible manner command great market potential globally.

Despite the excellent long-term growth prospects in environmental technology, a temporary change in market conditions and customer behaviour became detectable in the M.A.X. Automation Group's most important sales markets in the final quarter of 2008 as a consequence of the global recession. It started to become increasingly difficult to arrange suitable financing for major environmental technology projects. In some markets there were also signs of an emerging trend to postpone entire environmental projects, or parts of such projects, given the ongoing economic downturn. Due to the falling raw materials prices, prices for waste materials also fell, which makes recycling appear less commercially attractive.

The M.A.X. Automation Group operates in its Environmental Technology core segment through its subsidiaries Vecoplan Group and Altmayer Anlagentechnik GmbH & Co. KG.

The Vecoplan Group is a globally leading supplier of machinery to the resources and recycling sectors. The product range includes plant and systems for the shredding, conveying and preparation of wood, biomass, plastics, paper and other recyclable materials, as well as household and commercial waste. Vecoplan's customers include the international forestry and paper industry, as well as the cement and plastics sectors. The company operates abroad through industrial partners and its own branches. In the USA, which remains the most important overseas market, Vecoplan maintains its own sales and production location. Vecoplan is represented with its own sales company in the United Kingdom.

Given the impact of the slowdown within the sector, Vecoplan in 2008 was unable to continue the highly successful business trend of the previous years. Although some major orders were realised internationally, North American business in particular underperformed expectations significantly as a consequence of the dwindling propensity to invest. In overall terms, the Vecoplan subgroup nevertheless reported satisfactory business progress.

Altmayer Anlagentechnik GmbH & Co. KG develops, produces and distributes plant and systems around the world for the storage and conveying of explosive bulk materials, as well as specialist plant and systems for flue gas cleaning to reduce emissions of dioxin, furan, and sulphur. Among other things, the systems are used in the chemicals industry, as well as for companies in the cement, plastics, forestry and paper industries.

Events of particular note in 2008 included RWE Power's order for the development, supply, assembly and commissioning of an entire system to treat furnace bottom-ash in a German power plant. The order comprised a volume of €8.5 million. A further major order related to the supply of a limestone and plaster silo plant for a coal-fired power plant in Romania. Altmeyer has expanded its range of products in a targeted manner by starting to produce ash extraction plant and systems for coal-fired power plants. Altmeyer reported positive business progress in overall terms in 2008.

The consolidated order intake in the Environmental Technology core segment reached €120.4 million in the year under review. The previous year's figure amounted to €125.8 million (-4.3%). The decline reflects the increasingly difficult market environment over the course of the year, particularly at Vecoplan.

Segmental revenue was up 3.9% year-on-year to €126.1 million. A 71.2% share of sales was generated abroad, representing an 11.7 percentage point increase compared with the previous year's figure of 59.5%.

Segmental earnings (result on ordinary activities) amounted to €7.7 million in 2008. This represents a 19.8% decline compared with the previous year's figure of €9.6 million.

The M.A.X. Automation Group employed an average of 392 employees in the Environmental Technology segment in 2008. This represents an increase of 28 persons compared with the previous year (364).

Environmental Technology segment

	2008	2007	Change
	EUR mill.	EUR mill.
Segmental revenue	126.1	121.3	3.9%
of which from abroad	89.8	72.1	24.4%
Segmental earnings	7.7	9.6	–19.8%
Employees1	392	364	28
(Number)

¹ Year average

3.2. Industrial Automation

Around the world, manufacturing automation is indispensable to efficient industrial production. In this context, it is well to note the fact that manufacturing companies face intense competition and persistent cost pressure globally. In view of this situation, specialised providers of technologically high-quality automation plant and systems enjoy a sustainable growth market whose long-term growth dynamics is unaffected by the current recessionary global economy.

The effects of the economic downturn became increasingly noticeable during the year under review, however. Order intake in the German mechanical and plant engineering sector declined by one third year-on-year in the fourth quarter of 2008. Automation specialists are being increasingly confronted with changes in their customers' requirements. There were some postponements to fixed deadline projects, for example. Pricing pressure also increased considerably.

In the Industrial Automation core segment, M.A.X. Automation AG is represented by NSM Magnettechnik Group, the BARTEC Dispensing Technology Group, IWM Automation GmbH, and Mess- und Regeltechnik Jücker GmbH. NSM Magnettechnik Group ranks as one of the technologically leading providers of handling and conveying systems for metals. The company possesses special know-how in vacuum and magnet technology. NSM supplies industries around the world including the automotive industry, the packaging sector and machine tool manufacturers. NSM is represented in France through its subsidiary ATIAP S.A.R.L.

NSM intensified its strategic further development in the packaging business area in 2008, and expanded its system expertise in the feeding technology area. The preconditions for the extension of the replacement parts and service business were also created. The valuation of the equity investment in ATIAP S.A.R.L. was adjusted in the single-entity financial statements of NSM as a consequence of its disappointing business progress.

NSM reported a positive business trend in overall terms in 2008.

BARTEC Dispensing Technology Group is one of the world's leading providers of dosing and metering technology systems. The company has developed into a complete provider of automation solutions for the manufacturing of electronic components as a consequence of the integration of FAS Automation GmbH. Along with the automotive industry, BARTEC Dispensing Technology's customers include, among others, electronics and electro-technology providers, filter manufacturers and medical technology companies.

BARTEC Dispensing Technology received a major order of over €3 million in 2008 for a complex production plant for control electronics, including a specific metering and dosing technology component. A UK automotive supply company placed the order. BARTEC Dispensing Technology completed its entry into the impregnating plant market with the acquisition of the cutting edge technology of the Italian specialist provider Mazzali Systems. This has allowed the company to round out its range of products in metering and dosing technology. BARTEC Dispensing Technology reported successful business progress in 2008.

IWM Automation GmbH is a specialist provider of sophisticated production and assembly plants and systems. IWM's systems solutions find especially widespread utilization in the automotive industry. IWM has also positioned itself in the market with innovative assembly plants and systems for the furniture industry.

One of IWM's focal points in 2008 was the expansion of its engineering and service area. The company also signed a master agreement with a well-known system supplier from the automotive industry for the production of several assembly and testing machines for the production of vehicle parts. This major order comprises a total volume of €5.2 million. IWM reported a good business trend in overall terms in 2008.

Mess- und Regeltechnik Jücker GmbH is a specialist provider in the software and controls technology area. The company has positioned itself as a system integrator and controls supplier for complex automation processes. The customer base comprises, among others, the automotive industry, the chemicals industry and steel processing companies.

The focus points of Jücker's operating business in 2008 were finished electronic products for power plants and the environmental industry. Complex control solutions were also supplied for a walking beam furnace in France, a stockpiling plant in Germany, and a metering and dosing plant in Italy. In overall terms, 2008 was a highly gratifying year for Jücker.

In the Industrial Automation core segment, consolidated order intake in 2008 of €88.1 million exceeded the previous year's figure of €80.8 million by 9.0%.

Segmental revenue totalled €81.8 million. This represented a 2.9% increase compared with the previous year (2007: €79.5 million). The export share of segment revenue amounted to 46.2%.

Segmental earnings (result on ordinary activities) of €6.8 million in 2008 were below the previous year's level of €9.4 million.

The Industrial Automation segment employed a year-average of 459 employees in 2008. This represents a reduction of 36 employe es compared with the previous year (2007: 423 employees).

Industrial Automation segment

	2008	2007	Change
	EUR mill.	EUR mill.
Segmental revenue	81.8	79.5	2.9%
of which from abroad	37.8	34.8	8.7%
Segmental earnings	6.8	9.4	–27.8%
Employees1	459	423	36
(Number)

¹ Year average

3.3. Mechanical and Plant Engineering

In the Mechanical and Plant Engineering segment, the M.A.X. Automation Group has grouped together its two specialty mechanical engineering providers BTD Behältertechnik Heizund Trinkwassersysteme GmbH & Co. KG and EUROROLL Dipl.-Ing. K.-H. Beckmann GmbH & Co. KG.

Both subsidiaries have established themselves as specialists in their sub-markets. For many years they have maintained stable customer relationships based on their highly developed technological know-how, individual plant and system designs and an extensive service product.

BTD is one of the leading producers of tanks and containers in Europe. The product range comprises a broad spectrum of industrial containers such as steel cylinder tanks, brown coal dust silos, rainwater storage systems, heating and drinking water systems, and buffer storage systems. BTD's customers include companies from the large-scale industry, plant engineering, specialist heating wholesaling, environmental technology and solar sectors.

Stainless steel solar buffer storage systems for the hygienic heating of drinking water and flat-plate-collectors, including accessories, were newly included in the sales and production program in 2008. This allowed BTD to expand its solar technology

activities. Demand for coal dust silos was gratifying. The 2008 financial year was satisfactory for BTD in overall terms.

EUROROLL Dipl.-Ing. K.-H. Beckmann GmbH & Co. KG is one of the leading suppliers of unpowered roller conveyor systems that are mainly used in warehousing and conveying technology. EUROROLL supplies international customers mainly in the logistics, food manufacturing, pharmaceuticals, book whole saling, and wholesale pharmaceutical sectors, among others.

Focal points of business in 2008 included the expansion of development potential relating to heavyweight roller conveyor systems. EUROROLL also presented a new system in the medium-weight roller conveyor system area. Shipments of roll bars to European countries outside Germany experienced particularly gratifying growth. EUROROLL reported highly satisfactory business progress in the year under review.

Consolidated order intake in the Mechanical and Plant Engineering segment amounted to €24.7 million in 2008, thereby approximately reaching the previous year's level (€25.4 million).

Segmental revenue of €27.3 million in 2008 was around the level achieved in 2007 (€27.0 million). The export share of revenue stood at 30.4%.

Segmental earnings (result on ordinary activities) improved by 9.9% to €2.2 million (2007: €2.0 million).

The M.A.X. Automation Group employed a year-average of 147 employees in the Mechanical and Plant Engineering segment in the year under review, 3 individuals more than in the pre vious year (144 employees).

Mechanical and Plant Engineering segment

	2008	2007	Change
	EUR mill.	EUR mill.
Segmental revenue	27.3	27.0	1.2%
of which from abroad	8.3	7.7	7.8%
Segmental earnings	2.2	2.0	9.9%
Employees1	147	144	3
(Number)

¹ Year average

4. Investments

The M.A.X. Automation Group invested a total of €6.9 million in long-term segmental assets in 2008. The increase of €0.9 million compared with 2007 (€6.0 million) is attributable to the expansion-led structural measures in both core segments. In both the Environmental Technology and Industrial Automation segment, investments contributed to the further development of the technological expertise of the subsidiaries and the rounding out of their product and service offerings. Furthermore, the M.A.X. Automation Group's international presence was also enlarged by the expansion of sales structures and the founding of new locations abroad. These measures serve to exploit future growth opportunities.

Investment volumes in the Environmental Technology core segment amounted to €3.8 million in 2008 (2007: €4.3 million). Investments in the Industrial Automation segment totalled €2.5 million, following €1.1 million in the previous year. Investments in the Mechanical and Plant Engineering segment amounted to €0.6 million (2007: €0.5 million).

5. Personnel report

M.A.X. Automation Group employees played a significant part in the overall successful business progress in 2008. With their know-how and commitment, they played a major role in further securing the subsidiaries' competitive positions in an increasingly difficult environment. The Management Board would like to express its thanks to all staff members for their efforts.

The M.A.X. Automation Group will work continuously towards the further development of its personnel in order to continue to exploit the growth potential inherent in both its core segments in the future. For this reason, the Group places great emphasis on a personnel policy oriented towards individual promotion and the long-term loyalization of committed employees. The Group has also traditionally placed a special focus on professional training.

A year-average of 1,084 staff members were employed in the M.A.X. Automation Group in the year under review. This represents an increase of 72 individuals compared with the previous year (1,012 staff members). This figure also includes the number of trainees, which increased from 77 to 82 in a year-onyear comparison. The increase in the personnel base mirrored the expansion of the subsidiaries' operating activities and the growth-led adjustment of Group structures.

6. Environmental protection

The M.A.X. Automation Group places great emphasis on the protection of the natural foundations of life, in connection with the sparing use of resources. For this reason, the subsidiaries use a number of instruments that allow them to fully adhere to all statutory environmental protection regulations in the markets in which they operate. All Group companies also regard it as important to continuously further develop in-house environmental protection standards, for example in the areas of waste avoidance and disposal, emission protection, noise control, and the efficient use of resources.

In this connection, for example, NSM implemented further energy-saving measures relating to improved insulation in 2008. A modern heating plant replaced an oil heating system based on old standards at EUROROLL. A focus is placed across the Group on the sparing use of resources, and the reduction and appropriate handling of environmentally harmful materials.

The operating activities of the M.A.X. Automation Group placed no extraordinary burdens on the environment in 2008.

1. Disclosures pursuant to § 315 Paragraph 4 of the German Commercial Code (HGB) (Also: Explanatory Report of the Management Board pursuant to § 120 Paragraph 3 Clause 2 of the German Stock Corporation Act [AktG])

Pursuant to § 315 Paragraph 4 of the German Commercial Code (HGB) parent companies that are stock-market-listed are obligated to make disclosure in the Group management report of information relevant to corporate takeovers, such as the composition of capital, shareholder rights and shareholder right limitations, shareholder relationships, and corporate governing bodies. The disclosures relate to the implementation of Regulation 2004/25 EC of the European Parliament and Council of April 21, 2004, concerning takeover offers. Companies whose voting-right-entitled shares are listed in an organised market in the meaning of § 2 Paragraph 7 of the German

Securities Acquisition and Takeover Act (WpÜG) must make such disclosures irrespective of whether a takeover offer has been submitted, or is expected. These disclosures are designed to allow potential bidders to gain an extensive picture of the company, and to alert it to any potential obstacles to takeover.

The same disclosures are also contained in the management report of the parent company, pursuant to § 289 Paragraph 4 of the German Commercial Code (HGB). Pursuant to § 120 Paragraph 3 Clause 2 of the German Stock Corporation Act (AktG), the Management Board is also obligated to present an explanatory report relating to the disclosures to the Annual General Meeting. The disclosures pursuant to § 315 Paragraph 4 of the German Commercial Code (HGB) are summarised below together with the related explanations pursuant to § 120 Paragraph 3 Clause 2 of the German Stock Corporation Act (AktG).

a) Composition of subscribed capital

The subscribed capital of MAX Automation AG of €26,794,415 is composed of 26,794,415 nil-par ordinary bearer shares, each of which grants the same rights, in particular, the same voting rights. There are no differing classes of equity. One ordinary share has an arithmetic share of issued capital of €1.00.

b) Voting right and transfer restrictions

The Management Board is aware of no restrictions relating to voting rights or the transfer of shares.

c) Shareholdings exceeding 10 of equity

According to the knowledge of the Management Board, and on the basis of securities disclosures submitted to the company, there is one direct or indirect investment in the issued share capital of MAX Automation AG that exceeds 10% of the voting

rights. This relates to Fortas AG, which holds 22.61% of the shares in M.A.X. Automation AG (status as of December 31, 2008).

Further details relating to this matter can be found in the overview contained in the notes to the financial statements under the item "Shareholdings requiring mandatory reporting pursuant to § 160 Paragraph 1 Number 8 at the German Stock Corporation Act (AktG)".

d) Shares with special rights.

There are no shares with special rights granting authorisations of control.

e) Voting right controls in the case of employee participation The Management Board is not aware of employees who participate in the company's equity who do not directly exercise their rights of control.

f) Nomination and recall of Management Board members, and changes to the articles of incorporation

The Management Board of MAX Automation AG consists of one or several persons, irrespective of the level of share capital. The Supervisory Board determines the number of members of the Management Board. Management Board members are nominated and recalled pursuant to the statutory provisions of §§ 84 and 85 of the German Stock Corporation Act (AktG). With the exception of the court nomination of replacements, the Supervisory Board has sole responsibility for the nomination and recall of Management Board members. It appoints Management Board members for a maximum period of five years. Repeated appointments or extensions of periods of office are permitted, in each case for a maximum of five years. The Supervisory Board is permitted to appoint a chairperson and a deputy chairperson of the Management Board.

In keeping with the regulations of the German Corporate Governance Code, the maximum possible period of appointment of five years is not the rule in the case of first-time appointments.

By way of divergence from § 179 Paragraph 2 of the German Stock Corporation Act (AktG)) and pursuant to § 17 Paragraph 1 of the articles of incorporation, modifications to the articles of incorporation of MAX Automation AG require a resolution of the Annual General Meeting with solely a simple majority of votes, to the extent that neither statutory requirements nor the articles of incorporation contain more extensive provisions. The Supervisory Board is authorised to make modifications to the articles of incorporation that relate solely to wording. In all other matters, the statutory provisions of §§ 179 and 133 of the German Stock Corporation Act (AktG) apply.

g) Management Board authorisations to issue and repurchase shares

The Management Board is authorised, with the approval of the Supervisory Board, to increase the issued share capital in the period until June 23, 2010, once or on several occasions, up to a total of €6,698,000 through the issue of new non-voting ordinary bearer shares (preference shares) and/or through the issue of new voting-entitled ordinary bearer shares (ordinary shares) (Approved Capital I). The capital increases may be performed in exchange for either cash and/or payment-in-kind. The authorisation includes the power, in the instance of issues of preference shares on multiple occasions, to issue further preference shares that rank prior or pari passu to preference shares issued earlier with respect to the distribution of earnings or the company's assets.

The Management Board is also authorised, with the approval of the Supervisory Board, to increase the issued share capital in the period until June 23, 2010, once or on several occasions, up to a total of €6,698,000 through the issue of new non-voting ordinary bearer shares (preference shares) and/or through the issue of new voting-entitled ordinary bearer shares (ordinary shares) (Approved Capital II). The capital increases may be performed either through cash deposits and/or payments in kind. The authorisation includes the power, in the instance of issues of preference shares on multiple occasions, to issue further preference shares that rank prior or pari passu to preference shares issued earlier with respect to the distribution of earnings or the company's assets. The Management Board is also authorised, with the approval of the Supervisory Board, to exclude statutory shareholders subscription rights in the following instances:

• In the instance of a simultaneous issue of voting-right-in total ordinary shares, and preference shares excluding voting rights, on the basis of the relationship between both classes of shares at the time of the relevant increase in issued capital (pari passu), with respect to the subscription rights of ordinary shareholders to preference shares, and the subscription rights of preference shareholders to ordinary shares;
• for residual amounts arising as a result of the subscription ratio;
• for a capital increase entailing payment-in-kind for the acquisition of companies or stakes in companies, if the purchase of the company or investment lies in the generally agreed interest of the company, and
• for a capital increase for cash amounting to a total of up to 10% of the share capital in issue, both at the time when the authorisation becomes effective, and at the time of the exercise of the authorisation, to the extent that the issue amount

of the new shares is not significantly less than the stock exchange price of shares of the same class and entitlement that are already listed. This limitation to 10% of the share capital must include shares acquired on the basis of a corresponding authorisation of the Annual General Meeting pursuant to § 71 Paragraph 1 Number 8 of the German Stock Corporation Act (AktG) during the period of effectiveness of the authorisation, and which are sold pursuant to §§ 71 Paragraph 1 Number 8, 186 Paragraph 3 Number 4 of the German Stock Corporation Act (AktG), to the extent that the issue amount of the new shares is not significantly less than the stock exchange price of shares of the same class and entitlement that are already listed.

In the case of Approved Capital items I and II, the Management Board is also authorised, with the approval of the Supervisory Board, to determine an entitlement to earnings that differs from the law. It can also determine further specifics relating to the performance of the capital increase, in particular, determine the issue amount and the consideration to be paid for each of the new shares, as well as the granting of subscription rights by way of indirect subscription rights pursuant to § 186 Paragraph 5 at the German Stock Corporation Act (AktG).

The share capital of the company is conditionally increased by up to €6,850,000 through the issue of up to 6,850,000 nil-par ordinary bearer shares with voting rights (ordinary shares) (Conditional Capital II). This conditional capital increase will be performed only to the extent that holders of convertible and/or option bonds, which can be issued by the company on the basis of a shareholder authorisation between April 8, 2004 and April 8, 2009, utilise their conversion or option rights, and to the extent that no treasury shares are made available to service these rights. The new shares participate in earnings

from the start of the financial year in which they come into existence as the result of the exercise of conversion and option rights. The Management Board is authorised, with the approval of the Supervisory Board, to determine further specifics relating to the performance of these conditional increases in capital. At the time of reporting, the company has issued no conversion and/or option debt securities on the basis of the authorisation resolution of April 8, 2004.

The Annual General Meeting issued no authorisation to the Management Board to repurchase the company's own shares.

The Management Board authorisations presented above relating to the issue of new shares arising from Approved Capital items I and II, as well as to the issue of convertible and/or option debt securities (valid until April 8, 2009), are designed to allow the Management Board to cover any potential capital requirement on a flexible and cost-effective basis, and to exploit attractive financing opportunities that might arise as a result of market circumstances. The possibility, on an individual basis, to reimburse the seller for the acquisition of companies or stakes in companies through the issue of the company's shares, allows the company to expand without burdening its liquidity.

h) Key company agreements with change-of-control clauses There are no significant agreements entered into by the company that are subject to a change-of-control condition arising from a takeover offer.

i) Compensation agreements made by the company

The company has entered into no agreements with either Management Board members or employees entailing the payment of compensation in the instance of a takeover offer.

8. Remuneration structure for board members

8.1. Remuneration of the Supervisory Board

Supervisory Board remuneration consists of a fixed payment and the payment of €300.00 per hour for time above and beyond six meeting days. Fixed remuneration for the Supervisory Board for the 2008 financial year amounted to TEUR 48. The chairperson of the Supervisory Board receives fixed payment of TEUR 24, and the further members of the Supervisory Board each receive TEUR 12. Expenses are also reimbursed.

8.2. Remuneration of the Management Board

As of December 31, 2008, the Management Board consisted of two persons, and of one person from January 1, 2009. Management Board remuneration includes a fixed component, reimbursement of expenses, as well as a performance-related variable bonus. No stock options were granted.

Expenses for Management Board remuneration totalled TEUR 1,024 (previous year: TEUR 953). The amounts are split as follows:

in TEUR	Fixed salary		Variable		Other	Total
			bonus	payments
Bernd Priske		200	273	28	501
Manfred Heim		200	273	50	523

A pension commitment was made to one Management Board member. This income amounted to TEUR 3 in 2008. The provision amounts to TEUR 68. No further components with longterm incentive effect were granted. Variable bonuses contain subsequent bonus payments from 2007 totalling TEUR 15.

Other payments contain ancillary payments for Management Board members in the form of benefits in kind, mainly relating

to the use of company cars. The company car use, as a component of remuneration, is subject to taxation for the individual Management Board member. As a matter of principle, all Management Board members are entitled to benefits-in-kind in equal fashion. Payments arising from the D&O insurance are not quantifiable for the Management Board since this relates to group insurance that includes a number of employees.

9. Report on risks and opportunities

9.1. Risk management system

Along with the timely identification and management of risk, the management of opportunities and risks also serves the targeted appraisal and realisation of existing and future earnings potential. Risk management forms an integral component of value oriented corporate management for the Group. The Management Board introduced a risk management system in 2000 in the M.A.X. Automation Group that complies with the Act concerning Corporate Control and Transparency (KonTraG). This allows potential risks to be identified promptly, and countermeasures to be introduced at M.A.X. Automation AG as a holding company as well as at the subsidiaries.

The risk management system is based on a systematic process of risk identification, evaluation and management that spans the entire Group. The risk management system is based on the principle of securing medium and long-term corporate objectives, particularly the preservation and expansion of the company's market position within the sector. The overall goal is to identify value and risk drivers through comprehensive and appropriate management of opportunities and risks, and to handle them appropriately.

The risk management system consists of different components:

A set of tools to record and manage risks that jeopardise the company's position as a going concern consists of various IT-supported matrices that are built up in steps. The aim is to manage risk on the basis of risk-identification and risk-evaluation. Risks are selected, their significance for the company is determined, a quantitative risk factor is calculated, and a schedule of fixed measures to control the risk is formulated. The completeness of the system is rounded out by a preset selection list of potential risks, and a set of guidelines for using the electronic file. The reporting interval for subsidiaries to the parent company is set to the quarter-end, and the report is relayed by data transfer.

Reporting represents a further component. Each month a report is made to the parent company via data transfer using an established reporting routine regarding the development of the month or reporting year just past. This is supplemented on a quarterly basis by rolling quarterly budgeting. All reports undergo a critical target/actual analysis. An additional management report comments on deviations from the budget, provides information about measures designed to fulfil the budget, progress during the current reporting month, and other topics such as competitive conditions, investments, financing, and legal matters. The report is rounded out with verbal clarifications.

Risk management was extended in 2007 to include information about risks pertaining to financial instruments. To this extent, reporting occurs in a half-yearly cycle.

The Management Board also conducts regular conversations with board members and managing directors of the subsidiaries, in order to compare business progress with budgets, and, if required, to introduce measures aimed at fulfilling budgets.

The annual planning round represents a key component of the risk management system. As part of this, the managing directors and board members of the individual subsidiaries present the progress of business at the end of the current financial year, and explain ongoing corporate strategy. Three-year budgets for business development and investments form the basis of the meetings.

Furthermore, meetings between the operating managing directors, the Management Board and the Supervisory Board are held twice a year with the aim of exchanging information about Group relevant topics in the areas of synergy utilisation and operating management measures.

The rules of internal procedure of the subsidiaries, or relevant management employment contracts, set out the rules of business, which require the approval of the Management Board of MAX Automation AG.

9.2. Key risks

The following individual key risk areas arise for the M.A.X. Automation Group:

• Economic risks: The international financial markets crisis extended into a global economic crisis over the course of 2008. The cooling of the economy continued at the start of 2009. Regardless of the support measures introduced by important states and central banks, an increasing number of industrial sectors encountered financing difficulties. Demand for capital goods declined considerably as a consequence. This trend was in part reflected in a significant decline in order intake in the mechanical and plant engineering sector. If the fall in business within the sector continues beyond the first few months of 2009, it cannot be excluded that demand for M.A.X. Automation Group products and services will also experience an overall marked downturn. This would have a significantly negative impact on the Group's revenue and earnings positions.

• Currency and interest rate risks: Exchange-rate risks are requiring greater attention with respect to business operations in the US, and the opening-up of new markets outside the Eurozone. A regularly adjusted rolling forecast of foreigncurrency inflows and outflows is used to calculate currency risk. Forward foreign-exchange sales, currency options, and interest-rate caps are used to hedge currency and interestrate risks. Market-price risks may result from forward foreign-exchange sales if the related agreements require that currencies be sold on the delivery date at a rate below the spot market rate. The market price risk in the instance of options is limited to the option premium paid. Counterparty default risk is limited by the fact that transactions are concluded exclusively with well-known German banks. The default risk pertaining to German banks should also be limited given the German government's provision of an "emergency parachute" for the financial sector. Market liquidity risks are limited to the extent that business transactions are entered into solely on the basis of normal market terms.
• Personnel risks: M.A.X. Automation AG, as a parent company, supports its subsidiaries in their search for qualified personnel. For this purpose, it uses external consultants who have known the Group for a long time and, as a consequence, are able to fill job vacancies with a high degree of focus.
• Damage and liability risks: The M.A.X. Automation Group concludes specific insurance policies in order to limit the financial effects of claims and liability cases. In the case of complex and expensive projects, the subsidiaries are contractually obligated to limits risks arising from guarantees,

product liability, and supplier delays. Group-standard guidelines are applied in this respect.

• Market risks: The risk exists across the entire Group that key customers are lost from the client base, that technology is no longer required by the market, erroneous estimates are used for major projects, or competitors adopt an aggressive approach to the market. The risk also exists that products are not accepted by customers, or that competitors dispute patents or industrial property rights. These risks may have negative effects on the future success of the subsidiaries. These risks are minimised through intensive observation of the market, comprehensive project controlling, and close relationships with customers.
• Financing and liquidity risks: The failure to abide by covenants restrictions may lead to banks cancelling credit facilities or raising interest rates. Counterparty default risk is limited by the fact that banking transactions are concluded exclusively with well-known banks. Given the financial crisis, it cannot be excluded that a more restrictive approach with respect to banks' lending policies will narrow the Group's financing options, and/or entail higher borrowing costs. Liquidity risks may arise from the inability to satisfy payment obligations on a timely basis. As a rule, such risks are normally associated with negative developments in the operating business.
• Tax risk: Due to the change of corporate forms relating to Vecoplan AG in 2007, and to IWM Automation GmbH, Messund Regeltechnik Jücker GmbH, and NSM Magnettechnik GmbH in 2008, disposal gains on shares within seven years are subject to corporation tax with a declining trend. Such disposals will be treated in the same way as distributions from the contribution account for tax purposes (Steuerliches Einlagekonto). According to information conveyed verbally to

MAX Automation AG, there should be no tax burden, or only a small tax burden, on the planned 2007 dividend for Vecoplan AG. The final tax treatment has not yet been clarified.

Besides the risks mentioned in the risk report, there are no further identifiable risks, either individually or in combination, that might jeopardise the Group and M.A.X. Automation AG as going concerns. The auditor has inspected the Group's risk management system. According to the auditor, the system is appropriate for satisfying its statutory obligations.

10. Report on events following the reporting date

Dr. Stangenberg-Haverkamp stepped down from the Super visory Board as of January 31, 2009. Mr Manfred Heim, who was a member of the Management Board of M.A.X. Automation AG until December 31, 2008, was appointed to be a member of the Supervisory Board as February 1, 2009 as the result of a resolution by the district court of Düsseldorf on January 19, 2009.

At its meeting on December 19, 2008, the Supervisory Board granted its assent to the modification and further development of the existing risk management system, which will be applied in the current year.

The loan of TEUR 1,250 granted to Biogas Nordholz GmbH was fully repaid in March 2009.

11. Forecast report

11.1. Economic environment

The marked downturn in the global economy continued during the first weeks of 2009. A decline in economic output and continued demand weakness are also becoming apparent for the coming quarters. Despite extensive state intervention and low interest rates, the banking and financial sector has not yet stabilised, as a consequence of which the supply of credit to the economy is impeded. Investors and consumers lack confidence in a sustainable turnaround to this trend. Given the circumstances, it is uncertain whether fiscal policy stimuli will suffice to avert the risk of global deflation over the course of the year. The fall in raw materials prices has generated positive stimuli that boost real disposable incomes, and which might in this way stimulate demand.

Global gross domestic product (GDP) is expected to rise by only 0.5% in 2009, according to information provided by the International Monetary Fund. By contrast, the US economy at –1.6%, and Eurozone countries at –2.0%, might slip into recession. Growth in emerging economies such as Brazil, Russia, India and China is expected to weaken further this year.

The German economy might also lose a significant amount of momentum in 2009 due to its high export ratio. While the IMF anticipates its economic output will decline by 2.5% over the full year, the German Federal government is assuming a fall of 2.25% in its forecast.

11.2. The environment for the mechanical and plant engineering sector

With a view to the ongoing decline of the global economy, the sector association, the German Engineering Federation (VDMA), is assuming that the overall environment for the German mechanical and plant engineering sector will deteriorate in 2009. If industry, both in Germany and abroad, reacts to the recession as expected with in part extensive investment cuts, demand for capital goods will diminish further over the coming quarters. Given these negative omens, the Federation is anti cipating a real decline of 7% in production volume in the German machine-building sector in 2009.

This gloomy forecast is confirmed by a sharply declining trend in order intake at the start of 2009. Order intake was down 38% year-on-year in the period between November 2008 and January 2009. While domestic demand fell 34%, foreign orders were down 39%. Whereas companies' capacity utilisation still reached almost 89% in October 2008, this figure had fallen to 78.3% by February 2009. The sector is not expected to return to a growth path until the medium term according to the VDMA.

11.3. Areas of strategic focus

The M.A.X. Automation Group reported revenue growth in 2008 despite the sharp sector downturn in the fourth quarter. Although earnings fell short of expectations overall in 2008, the Group is intact at its core, and well positioned. The Management Board regards this as proof of the viable strategic orientation of the Group. A further factor is that the subsidiaries have reached a level of operating performance that provides a solid foundation for long-term growth.

Given the above situation, the Management Board is planning to consistently pursue its focus on the core segments of environmental technology and industrial automation in 2009 and beyond. It is intended to deploy all M.A.X. Automation Group resources to expanding the business foundation in these two areas. The bundling of resources simultaneously represents an appropriate reaction to the continued difficult market situation.

It cannot be predicted whether investment reticence in the Group's important sales markets will experience a turnaround over the course of 2009. It can also not be currently foreseen when the global financial system will have re-stabilised sufficiently for financing terms for the mechanical and plant engineering sector's operating business to normalise. Since the entire sector will be exposed to the negative impact of poorer demand and financing terms in 2009, the M.A.X. Automation Group's concentration of its operating and financial resources on its two core segments represents a critical approach to its continued operation during the market crisis, and to its ability to exploit the business potentials that emerge.

The focus on environmental technology and industrial automation must be accompanied by a particularly careful control of costs in the current environment. The Management Board has developed sets of measures with its subsidiaries across the Group that appear appropriate for managing the Group through a sustained period of weakness in markets. Besides examining structures and processes from efficiency aspects, these plans also include a reduction of personnel costs. The Group has started to implement these measures selectively in the first few weeks of 2009 as a reaction to the negative market momentum.

Sources:

Association of German Banks (Bundesverband deutscher Banken e.V.), Economic Report January 2009 European Central Bank, Monthly Report January 2009 International Monetary Fund, World Economic Outlook, January 2009 Press release by the Federal government of January 21, 2009

Source: VDMA press release of February 10, 2009 and March 4, 2009 Frankfurter Allgemeine Zeitung, March 5, 2009

The Management Board will nevertheless focus in parallel on exploiting growth opportunities in 2009. The targeted structural measures implemented in 2008 have created good preconditions for further expansion in this respect. In the areas of both environmental technology and industrial automation, the subsidiaries are able to use high-quality automation solutions to deepen their existing customer relationships around the world, and to create new business relationships. In future, the foundation for this will also comprise an extensive range of components and systems on a single source, or a one-stop shop basis: so-called "value-added positioning".

Along with organic growth, the M.A.X. Automation Group remains prepared to exploit acquisition opportunities in its core segments. Potential sellers' price ideas are currently more realistic than a year ago in many cases. The Management Board's interest is in medium-sized companies with secure market positions and positive earnings whose focal operating points are suitable to augment the subsidiaries' existing expertise in environmental technology and industrial automation.

The Management Board will also retain its target in 2009 and in subsequent years of expanding the Group's international business base. Following the subsidiaries' improved presence in target markets achieved in 2008, the Group infrastructure is now adjusted to the medium-term growth plans. Business growth in overseas markets is intended to be a motor for the Group's future growth.

11.4. Prospective business trends

Given the backdrop of a global decline in the mechanical and plant engineering sector, and the ongoing price pressure in all important sales markets, the business progress of the M.A.X. Automation Group has slowed markedly over the course of the 2009 year that has elapsed to date. From today's perspective it is expected that the revenue and earnings of the M.A.X. Automation Group in 2009 will not reach the 2008 level on the basis of the existing portfolio of investments. It currently remains impossible to provide a specific forecast.

In the medium term, the Management Board retains its target of further improving Group revenue and earnings compared with the level achieved in the year under review.

Düsseldorf, March 20, 2009

Bernd Priske The Management Board

40 | 41

CONSOLIDATED BALANCE SHEET FOR M.A.X. AUTOMATION AG, DÜSSELDORF, AS OF DECEMBER 31, 2008

ASSETS	Notes	31.12.2008	31.12.2007
		TEUR	TEUR
Non-current assets
Intangible assets	(1)	1,518	1,374
Goodwill	(2)	27,625	27,855
Property, plant and equipment	(3)	32,524	30,069
Other financial investments	(4)	1,238	1,446
Deferred tax	(5)	4,295	1,713
Other non-current assets	(6)	1,629	985
Total non-current assets		68,829	63,442
Current assets
Inventories	(7)	33,818	28,880
Trade receivables	(8)	42,961	39,281
Prepayments and accrued income, and other current assets	(9)	5,282	3,840
Cash and cash equivalents	(10)	11,268	13,989
Total current assets		93,329	85,990
Total assets		162,158	149,432

EQUITY AND LIABILITIES	Notes	31.12.2008	31.12.2007
		TEUR	TEUR
Equity
Subscribed capital	(11)	26,794	26,794
Capital reserves	(12)	2,568	2,170
Revenue reserve	(12)	9,659	9,659
Equity difference resulting from currency conversion		–253	–418
Unappropriated retained earnings	(13)	34,130	26,254
Total equity		72,898	64,459
Non-current liabilities
Liabilities arising from minority shareholder settlement claims	(14)	736	661
Non-current loans minus current portion	(15)	22,738	23,132
Pension provisions	(16)	565	642
Other provisions	(22)	1,451	1,586
Deferred tax	(5)	6,868	6,069
Other non-current liabilities	(15)	45	563
Total non-current liabilities		32,403	32,653
Current liabilities
Trade payables	(17)	24,691	22,791
Current loans and current portion of non-current loans	(18)	9,207	8,621
Liabilities to related companies	(19)	57	57
Other current financial liabilities	(20)	6,604	7,373
Income tax provisions and liabilities	(21)	2,018	2,651
Other provisions	(22)	12,754	8,717
Other current liabilities	(23)	1,526	2,110
Total current liabilities		56,857	52,320
Total liabilities and equity		162,158	149,432

CONSOLIDATED INCOME STATEMENT FOR M.A.X. AUTOMATION AG, DÜSSELDORF, FOR THE PERIOD FROM JANUARY 1 TO DECEMBER 31, 2008

	Notes	2008	2007
		TEUR	TEUR
Revenue	(24)	231,865	224,543
Change in inventory of finished goods and work in progress		5,903	–153
Work performed by the company and capitalised		418	115
Total output		238,186	224,505
Other operating revenue	(25)	1,826	1,373
Materials expenses	(26)	–124,001	–113,804
Personnel expenses	(27)	–59,787	–56,184
Depreciation and amortisation	(28)	–3,889	–3,535
Other operating expenses	(29)	–38,102	–33,593
Other tax	(30)	–170	–162
Operating profit		14,063	18,600
Miscellaneous investment income		51	94
Net financial result	(31)	–1,961	–1,731
Other financial result	(32)	–672	314
Earnings attributable to minority interests	(33)	94	–351
Earnings before tax		11,575	16,926
Income tax	(34)	–1,019	–5,967
Net income for the year		10,556	10,959
Profit carried forward from the previous year		26,254	17,439
Distribution to shareholders		–2,680	–2,144
Unappropriated retained earnings		34,130	26,254
Earnings per share
Earnings per share (diluted and undiluted) in EUR	(35)	0.39	0.41

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR 2008 FOR M.A.X. AUTOMATION AG, DÜSSELDORF

	Ordinary shares	Subscribed capital	Capital reserves	Consolidated equity generated		Currency difference reconciliation	Equity
				Revenue reserve	Miscella neous
	'000	TEUR	TEUR	TEUR	TEUR	TEUR	TEUR
Status as of 31.12.2006	26,794	26,794	3,055	9,659	17,439	–158	56,789
Dividend payment					–2,144		–2,144
Income for the year before
minority interest transfer					11,310		11,310
Minority interest transfer					–351		–351
IPO costs offset with capital
reserves			–885				–885
Change in currency difference
reconciliation						–260	–260
Status as of 31.12.2007	26,794	26,794	2,170	9,659	26,254	–418	64,459
Dividend payment					–2,680		–2,680
IPO costs offset with capital
reserves			398				398
Net income for the year					10,556		10,556
Change in currency difference
reconciliation						165	165
Status as of 31.12.2008	26,794	26,794	2,568	9,659	34,130	–253	72,898

CONSOLIDATED STATEMENT OF CASH FLOWS FOR MAX AUTOMATION AG, DÜSSELDORF, FOR THE 2008 FINANCIAL YEAR

	2008 TEUR	2007 TEUR
1. Cash flow from operating activities
Consolidated net income for the year	10,556	10,959
Adjustments relating to the reconciliation of consolidated net
income for the year to cash flow from operating activities
Depreciation of property, plant and equipment	3,010	2,886
Amortisation of intangible assets	879	646
Amortisation of financial assets	73	0
Depreciation of investment properties	0	3
Profit (–) loss (+) arising from the retirement of property, plant and equipment and intangible assets	–41	–61
Profit (–) loss (+) from the retirement of investment property	0	70
Profit (–) loss (+) from the sale of financial assets	0	93
Change in deferred tax	–1,783	–569
Other non-cash expenses (+) and income (–)	481	0
Changes in assets and liabilities
Increase (–) decrease (+) in inventories	–6,498	–1,784
Increase (–) decrease (+) in trade receivables	–4,212	–10,062
Increase (–) decrease (+) in prepayment and accrued income	–1,626	–791
Increase (+) decrease (–) in pension provisions	–77	12
Increase (+) decrease (–) in trade payables	3,194	3,525
Increase (+) decrease (–) in liabilities and provisions arising from income taxes	–633	1,089
Increase (+) decrease (–) in other provisions and liabilities	2,839	4,089
= Cash flow from operating activities	6,162	10,105
2. Cash flow from investment activities
Outgoing payments for investments in intangible assets	–949	–441
Outgoing payments for investments in property, plant and equipment	–5,288	–5,525
Outgoing payments for investments in financial fixed assets	–74	–144
Incoming payments from the sale of intangible assets	5	0
Incoming payments from retirements of property, plant and equipment	502	181
Incoming payments from sale of investment properties	0	22
Incoming payments from sales/retirements of financial assets	205	510
Cash inflow through retirement of subsidiaries plus cash and cash equivalents sold		–5 0
= Cash flow from investment activities	–5,604	–5,397
3. Cash flow from financing activities
Outgoing payments for dividends	–2,680	–2,144
Outgoing payments for minority shareholders' dividends	0	–260
Change in non-current financial liabilities
– of which resulting from the utilisation of long-term borrowings	2,630	7,245
– of which resulting from the redemption of long-term borrowings	–3,705	–6,136
Change in current finance debt	1,312	–4,021
Outgoing payments for procurement of equity	–128	–512
Increase (–) decrease (+) in restricted cash and cash equivalents	–707	193
= Cash flow from financing activities	–3,278	–5,635
4. Cash and cash equivalents at the end of the period
= Cash-effective change in cash and cash equivalents	–2,720	–927
(Sum of cash flows from the three areas of activity)
Change in cash and cash equivalents resulting from changes in exchange rates,
changes in the scope of consolidation and changes in valuation	–1	–60
+ Cash and cash equivalents at the start of the period	13,989	14,976
= Cash and cash equivalents at the end of the period	11,268	13,989
5. Composition of cash and cash equivalents
= Liquid funds	11,268	13,989
= Cash and cash equivalents at the end of the period	11,268	13,989
Income tax paid	7,723	4,453
Income tax reimbursed	494	151
Interest paid	3,304	1,988
Interest received	645	366

Retirement of subsidiaries	2008	2007
	TEUR	TEUR
Assets
Intangible assets	139	0
Property, plant and equipment	186	0
Other non-current assets	135	0
Inventories	890	0
Trade receivables	560	0
Other assets	112	0
Cash and cash equivalents	5	0
	2,027	0
Debt
Trade payables	–1,294	0
Provisions	–189	0
Other liabilities	–589	0
	–2,072	0
Profit	45	0
Cash and cash equivalents outflow/divestiture	–5	0
Cash inflow through divestiture of subsidiaries plus cash and cash equivalents sold	–5	0

SEGMENTAL REPORTING FOR M.A.X. AUTOMATION AG, DÜSSELDORF FOR THE 2008 FINANCIAL YEAR

Segment	Environmental Technology		Automation	Industrial		Mechanical M.A.X. Reconciliation Total and Automation AG Plant Engineering
	2008	2007	2008	2007	2008	2007	2008	2007	2008	2007	2008	2007
	TEUR	TEUR	TEUR	TEUR	TEUR	TEUR	TEUR	TEUR	TEUR	TEUR	TEUR	TEUR
Segmental revenue	126,096 121,317		81,847	79,533	27,349	27,037	0	0	–3,427		–3,344 231,865 224,543
with external customers	125,894	121,156	81,002	78,760	24,975	24,617	0	0	–6		6 231,865 224,539
Inter-segmental revenue1	202	161	845	773	2,374	2,420	0	0	–3,421	–3,350	0	4
Segmental operating earnings	7,720	9,626	6,765	9,372	2,245	2,042	–2,952	–2,245	285	–195	14,063	18,600
Including:
Scheduled depreciation	–1,192	–1,117	–1,638	–1,599	–586	–602	–24	–15	–203	–202	–3,643	–3,535
Extraordinary write-downs	0	0	–246	0	0	0	0	0	0	0	–246	0
Key non-cash expenses	–8,791	–4,045	–2,951	–2,874	–287	–193	–464	–1,180	0		0 –12,493	–8,292
Segmental result from
ordinary activities (EBT)	6,568	9,142	6,284	8,827	2,069	1,885	5,941	8,984		–9,287 –11,912	11,575	16,926
Including:
Interest income	42	247	128	137	43	46	154	1,059	–26	–1,051	341	438
Interest expense	–706	–664	–657	–642	–219	–249	–749	–837	29	223	–2,302	–2,169
Miscellaneous investment
income	–38	0	11	2	0	46	9,670	10,935		–9,592 –10,889	51	94
Miscellaneous financial
income	564	760	49	2	0	0	0	72	18	0	631	834
Miscellaneous financial
expense	–1,108	–475	–12	–45	0	0	–182	0	–1	0	–1,303	–520
Earnings attributable to
minority interests2	94	–351	0	0	0	0	0	0	0	0	94	–351
Income tax	–2,074	–2,147	–84	–1,665	–276	–284	1,718	–2,523	–303	652	–1,019	–5,967
Net income for the year	4,494	6,995	6,200	7,162	1,793	1,601	7,659	6,461		–9,590 –11,260	10,556	10,959
Segmental assets	60,299	56,023	50,954	47,403	16,660	15,745	78,880				78,287 –50,884 –50,040 155,909 147,418
Tax claims
(including deferred tax)3	1,420	698	678	188	258	314	3,583	307	310	507	6,249	2,014
Total assets	61,719	56,721	51,632	47,591	16,918	16,059	82,463				78,594 –50,574 –49,533 162,158 149,432
Investments in non-current
segmental assets	3,800	4,313	2,504	1,139	584	474	83	40	–36	0	6,935	5,966
Segmental debt4	38,473	33,886	29,897	22,270	7,226	7,167	15,063		15,625 –10,286	–2,694	80,373	76,254
Tax liabilities
(including deferred tax)3	1,541	906	1,601	1,978	301	294	623	1,172	4,821	4,369	8,887	8,719
Total liabilities	40,014	34,792	31,498	24,248	7,527	7,461	15,686	16,797	–5,465	1,675	89,260	84,973

¹ Segment revenues are presented after the consolidation of intra-segmental revenue. The previous year's figures were adjusted accordingly.

² Earnings attributable to minority interests are reported in the net financial results; the previous year was adjusted correspondingly.

³ Deferred tax assets and liabilities arising from long-term construction contracts were offset with each other. The previous year's figures were adjusted correspondingly.

⁴ Earnings attributable to minority interests are reported under non-current liabilities; the previous year was adjusted correspondingly.

Secondary segments

	2008	2007
	TEUR	TEUR
Segmental revenue	Total	Total
European Union countries	177,435	173,550
United States	32,532	39,947
Other countries	21,898	11,046
Total	231,865	224,543

	2008	2007
	TEUR	TEUR
Investments in non-current segmental assets	Total	Total
European Union countries	6,770	4,884
United States	165	1,082
Total	6,935	5,966

	2008	2007
	TEUR	TEUR
Segmental assets	Total	Total
European Union countries	140,393	135,313
United States	15,516	12,105
Segmental assets	155,909	147,418
Tax assets including deferred tax	6,249	2,014
Total	162,158	149,432

CONSOLIDATED SCHEDULE OF CHANGES IN FIXED ASSETS FOR 2008 FOR M.A.X. AUTOMATION AG

Changes in consolidated fixed assets of M.A.X. Automation AG, Düsseldorf for the 2008 financial year

				Cost
	1.1.2008	Currency	Additions	Retirements	Transfer	Retirements:	31.12.2008
		differences				consolidation
	TEUR	TEUR	TEUR	TEUR	TEUR	TEUR	TEUR
I. Intangible assets
1. Concessions, Industrial property
rights and similar rights and assets,
as well as licences to such rights
and assets	5,203	–114	942	26	0	209	5,796
2. Prepayments rendered	2	0	7	0	0	0	9
	5,205	–114	949	26	0	209	5,805
II. Goodwill
1. Goodwill	4,969	3	0	0	0	0	4,972
2. Goodwill
arising from capital consolidation	33,181	10	0	0	0	0	33,191
	38,150	13	0	0	0	0	38,163
III. Property, plant and equipment
1. Property and buildings	49,189	105	2,167	19	134	0	51,576
2. Technical plant and machinery	12,913	5	1,408	607	120	0	13,839
3. Other plant, office and
operating equipment	14,495	43	2,381	952	–120	274	15,573
4. Plant under construction	147	0	4	0	–134	0	17
5. Prepayments rendered	0	0	25	0	0	0	25
	76,744	153	5,985	1,578	0	274	81,030
IV. Other financial investments
1. Shares in associated companies	188	–4	0	0	0	0	184
2. Loans to associated companies	0	–6	68	0	0	0	62
3. Other non-current financial assets	1,266	1	6	205	0	0	1,068
	1,454	–9	74	205	0	0	1,314
	121,553	43	7,008	1,809	0	483	126,312

		Cumulative depreciation				Carrying amounts
1.1.2008	Currency	Additions	Retirements	Retirements:	31.12.2008	31.12.2008	31.12.2007
	differences			consolidation
TEUR	TEUR	TEUR	TEUR	TEUR	TEUR	TEUR	TEUR
3,831	–86	633	21	70	4,287	1,509	1,372
0	0	0	0	0	0	9	2
3,831	–86	633	21	70	4,287	1,518	1,374
1,046	–14	0	0	0	1,032	3,940	3,923
9,249	11	246	0	0	9,506	23,685	23,932
10,295	–3	246	0	0	10,538	27,625	27,855
25,039	10	1,121	11	0	26,159	25,417	24,150
10,831	5	764	511	0	11,089	2,750	2,082
10,805	11	1,125	595	88	11,258	4,315	3,690
0	0	0	0	0	0	17	147
0	0	0	0	0	0	25	0
46,675	26	3,010	1,117	88	48,506	32,524	30,069
8	–4	0	0	0	4	180	180
0	0	62	0	0	62	0	0
0	–1	11	0	0	10	1,058	1,266
8	–5	73	0	0	76	1,238	1,446
60,809	–68	3,962	1,138	158	63,407	62,905	60,744

PARENT COMPANY BALANCE SHEET AND INCOME STATEMENT (ABBREVIATED FORMAT) FOR THE 2008 FINANCIAL YEAR

Balance sheet (abbreviated format)	31.12.2008	31.12.2007
	TEUR	TEUR
ASSETS
Fixed assets
Intangible assets and property, plant and equipment	103	45
Financial assets	62,940	63,856
Current assets
Receivables and other assets	14,196	12,014
Cash in hand, bank deposits	2,614	2,590
Prepayments and accrued income	77	82
Total assets	79,930	78,587
EQUITY AND LIABILITIES
Equity	64,381	61,812
Provisions	1,695	2,177
Liabilities	13,854	14,598
Total equity and liabilities	79,930	78,587

Income statement (abbreviated format)	2008 financial year	2007 financial year
	TEUR	TEUR
Income from investments	10,031	12,726
Other operating income + expenses	–1,606	–963
Personnel expenses	–1,390	–1,269
Depreciation and amortisation	–24	–15
Write-downs and reversals of write-downs applied to financial assets	–441	–1,009
Other financial result	–514	–560
Result on ordinary activities	6,056	8,910
Income tax + other tax	–808	–2,492
Net income/deficit for the year	5,248	6,418
Profit carried forward from the previous year	574	44
Transfers to other revenue reserves	–2,624	–3,209
Unappropriated retained earnings/loss	3,198	3,253

Successfully developing medium-sized companies

With its specific investment model, MAX Automation AG creates new growth prospects for medium-sized industrial companies. Our corporate philosophy is based on a consistent orientation of the entire Group to the automation of production processes with its core segments of Environmental Technology and Industrial Automation. The entrepreneurially active parent company is responsible for the overall strategic management of the Group in this respect, whereas the subsidiaries are responsible for operating business management.

This shareholding concept supports the classic strengths of the medium-sized companies sector: close customer relationships, short decision-making routes, flexible structures and a high degree of expertise. Above and beyond this, these mediumsized companies also receive the requisite financial resources and management capacities that allow them to adopt sustainably leading market positions in the face of international competition.

Under the roof of MAX Automation AG, medium-sized specialists develop sophisticated component and system technologies, and position themselves as suppliers of integrated automation solutions in their sub-markets.

Summary of the subsidiaries of M.A.X. Automation Aktiengesellschaft, Düsseldorf, as of December 31, 2008

Companies included in the consolidated financial statements

Name and location of company	Share of equity %
Subsidiaries of M.A.X. Automation AG:
Altmayer Anlagentechnik GmbH & Co. KG, Rehlingen	100
BARTEC Dispensing Technology GmbH, Weikersheim	100
BTD Behältertechnik Heiz- und Trinkwassersysteme GmbH & Co. KG, Dettenhausen	100
BTD Behältertechnik Dettenhausen Verwaltungs GmbH, Dettenhausen	100
EnerCess GmbH, Bad Oeynhausen	1001)
EUROROLL Dipl.-Ing. K.-H. Beckmann GmbH & Co. KG, Ascheberg-Herbern	100
IWM Automation GmbH, Porta Westfalica	100
Mess- und Regeltechnik Jücker GmbH, Dillingen	100
NL 15. Verwaltung Objekt Ascheberg GmbH & Co. KG, Hamburg	94
NSM Magnettechnik GmbH, Olfen	100
Vecoplan AG, Bad Marienberg	100
Subsidiaries of BARTEC Dispensing Technology GmbH:
BARTEC Dispensing Technology BVBA, Hasselt/Belgium	100
BARTEC Dispensing Technology Inc., Tulsa/USA	100
BARTEC Dispensing Technology Ltd., Ashton under Lyne/UK	100
BARTEC Dispensing Technology S.r.L., Monza/Italy	100
Second-tier subsidiaries and subsidiaries of NSM Magnettechnik GmbH:
NSM Beteiligungs GmbH, Olfen	100
Atiap S.A.R.L., Egly/France (Subsidiary of NSM Beteiligungs GmbH)	100
ARMOS S.A.R.L., Egly/France (Subsidiary of Atiap S.A.R.L.)	100
Second-tier subsidiaries and subsidiaries of Vecoplan AG:
Vecoplan Maschinenfabrik Verwaltungs GmbH, Bad Marienberg	100
Vecoplan Limited, Birmingham/UK	100
Vecoplan Holding Corporation, Wilmington, Delaware/USA	100
Vecoplan LLC, Archdale, North Carolina/USA (Subsidiary of Vecoplan Holding Corporation)	80
Vecoplan Midwest LLC, Floyds Knobs, Indiana/USA (subsidiary of Vecoplan Holding Corporation)	51

1) De-consolidated due to insolvency

Companies not included in the consolidated financial statements

Name and location of company	Share	Equity	Income
	of equity
	%	TEUR	TEUR
Subsidiaries of M.A.X. Automation AG:
Adelheid Verwaltungs GmbH, Düsseldorf	100	24	0
Altmayer Verwaltungs GmbH, Rehlingen	100	30	1
BDS Führungskräfte GmbH, Düsseldorf	100	20	–4
EUROROLL Verwaltungs GmbH, Ascheberg-Herbern	100	35	2
Subsidiaries of IWM Automation GmbH:
IWM-Automation Verwaltungs GmbH, Porta Westfalica	100	29	1
Subsidiaries of Mess- und Regeltechnik Jücker GmbH:
Mess- und Regeltechnik Verwaltungs GmbH, Dillingen	100	30	1
Second-tier subsidiaries and subsidiaries of NSM Magnettechnik GmbH:
NSM Magnettechnik Verwaltungs GmbH, Olfen	100	34	0
NSM Magnettechnik Espana, Madrid/Spain	99	–95	–11)

1) According to the 2006 financial statements

Environmental Technology segment

Vecoplan AG

Vecoplan is a leading provider in the growing global market for environmental and recycling technology. As a partner to the international forestry and recycling sector, Vecoplan develops, produces and markets technologically sophisticated machinery and plant for the shredding, conveying and preparation of wood and secondary raw materials. These include, among others, paper, household, commercial and special waste, biomass and plastics. Along with its headquarters at Bad Marienberg (Rhineland Palatinate), Vecoplan maintains subsidiaries in the USA and the UK, and numerous sales and service locations worldwide. Vecoplan's business activities extend over the two areas of forestry and recycling. Customers in the forestry segments include timber mills, large-scale chipping, chopping and shredding facilities, timber recycling plants, palletising plants, biomass power plants, and manufacturers of timber materials and furniture. In the recycling area, Vecoplan supplies machinery and plant for waste treatment, paper shredding, data shredding, and plastics processing for the cement industry and power plants.

Managing Directors	Irene Scheidweiler
	Bernhard Kemper
Share of equity	100%
Subscribed capital in EUR mill.	8.0
2008 revenue in EUR mill. (IFRS)	114.7
Employees (year average)	347
Year of foundation	1969
Ownership by the M.A.X. Group	1995
www.vecoplan.de

Altmayer Anlagentechnik GmbH & Co. KG

For over 80 years, Altmayer Anlagentechnik, headquartered at Reh lingen (Saarland), has designed, developed and marketed plant and systems for the storing and conveying of explosive bulk materials as well as specialty plant and systems for flue gas cleaning reducing the emissions of dioxin, furan and sulphur. Its products include plant and systems for warehousing, conveying, dosing/metering, mixing and bending, as well as recycling and dense-phase conveying plants. Altmayer also supplies containers and components for industrial plant, and provides development, construction and after-sales services. The customer base includes companies worldwide from the areas of chemicals, food manufacturing, plastics, cement, forestry, pharmaceuticals, paper, power plants, steel, and waste disposal.

Managing Directors	Udo Weinert
	Helmut Scholl
	Andreas Weber
Share of equity	100%
Limited partnership capital in EUR mill.	3.27
2008 revenue in EUR mill. (IFRS)	10.7
Employees (year average)	38
Year of foundation	1927
Ownership by the M.A.X. Group	1997
www.altmayer.de

Industrial Automation segment

NSM Magnettechnik GmbH

NSM is a technologically leading system provider of handling and conveying systems for metals. The company, which is based in Olfen (North-Rhine Westphalia) designs, manufactures, assembles and services plant and systems for the automation of material flows. NSM possesses specific know-how in the area of vacuum and magnet technology. In the automation area, customer-specific plant is produced to stack, de-stack and transport sheet bars, and formed, moulded and shaped parts. The packaging area focuses on the high-speed handling of cans, lids and caps. Activities in the TFS business area include plant and systems for the transporting, filtering and separating of materials using modern magnetic materials. Feed systems are also produced in this business area that allow working parts to be conveyed in correct positions. NSM supplies customers worldwide from different sectors including the automotive industry, press manufacturers, food manufacturers, chemicals companies and machine tool manufacturers.

ATIAP S.A.R.L., based at Egly near Paris, a subsidiary of NSM, is a specialist provider of technologically sophisticated transportation equipment for lips and cans.

Managing Director	Dr. Felix Egloff
Share of equity	100%
Subscribed capital in EUR mill.	4.10
2008 revenue in EUR mill. (IFRS, consolidated)	34.8
Employees (year average)	179
Year of foundation	1959
Ownership by the M.A.X. Group	1990
www.nsm-magnettechnik.com

IWM Automation GmbH

As a specialist for custom-built production systems, IWM Automation GmbH develops and produces sophisticated manufacturing and assembly plant. The globally active company from Porta Westfalica (North Rhine Westphalia) holds extensive expertise in assembly, welding, dosing/metering and inspection technology. IWM's system solutions find especially widespread use in the automotive industry. They are employed, for example, in the production of steering columns, seat components, power windows, or gear shifts. Innovative assembly plant and systems used in the furniture industry represent a further area of company activity.

Managing Director	Jakob Dirksen
Share of equity	100%
Subscribed capital in EUR mill.	0.75
2008 revenue in EUR mill. (IFRS)	21.2
Employees (year average)	87
Year of foundation	1978
Ownership by the M.A.X. Group	1998
www.iwm-automation.de

BARTEC Dispensing Technology GmbH

BARTEC Dispensing Technology, located at Weikersheim (Baden-Württemberg), is one of the world's leading manufacturers of dosing and metering technology systems. The company develops technologically complex solutions for the processing of liquid and paste-like reaction moulding resins, as well as systems for the automation of assembly and production processes, particularly for electronic components. Besides its technological expertise, BARTEC Dispensing Technology commands extensive know-how in the area of resins and their process characteristics. Following the integration of FAS Automation GmbH, the company has developed into a complete supplier of automation solutions for the manufacture of electronic components. The product portfolio was also expanded in 2008 through the entry into the market for impregnating plants for electro-motors, stators and rotors. Four of the company's owns sales companies based in Belgium, United Kingdom, Italy and the USA, as well as an operating location in China, are essentially responsible for the global marketing of all products. BARTEC Dispensing Technology's customers range from the automotive industry through to electronics and electro-technology providers, filter manufacturers and medical technology companies.

Managing Directors	Susan Rassau
	Patrick Vandenrhijn
Share of equity	100%
Subscribed capital in EUR mill.	0.81
2008 revenue in EUR mill. (IFRS, consolidated)	19.8
Employees (year average)	132
Year of foundation	2001
Ownership by the M.A.X. Group	2004
www.bartec-dispensing.com

Mess- und Regeltechnik Jücker GmbH

Mess- und Regeltechnik Jücker plans, develops, supplies, and manages measuring and controlling plant and systems, as well as drives and automation technology equipment, plant and systems. As a specialist provider in the software and control technology area, the company, located at Dillingen (Saarland), has established an international name as a systems integrator and control system supplier for complex automation processes. Jücker's customers particularly include companies from the automotive, chemicals, power plant, steel and iron, cement and transportation technology industries.

Managing Director	Jens Ohnholz
Share of equity	100%
Subscribed capital in EUR mill.	0.40
2008 revenue in EUR mill. (IFRS)	12.1
Employees (year average)	62
Year of foundation	1986
Ownership by the M.A.X. Group	1998
www.juecker-germany.de

Mechanical and Plant Engineering segment

BTD Behältertechnik Heiz- und Trinkwassersysteme GmbH & Co. KG

BTD is one of the leading producers of tanks and containers in Europe. With over 50 years of experience, the company, which is based at Dettenhausen (Baden-Württemberg), is one of the technology leaders in its sector. The product range includes a broad spectrum of industrial containers including steel cylinder tanks, brown coal dust silos and rainwater storage systems, as well as heating and drinking water systems and buffer storage facilities. In 2008, stainless steel solar buffer storage facilities for the hygienic warming of drinking water and flatplate-collectors, including accessories, were added to the sales and production program. BTD's customer base includes companies from the large-scale industry, plant engineering, specialist heating wholesale, environmental technology and solar sectors.

Managing Director	Udo Weinert
Share of equity	100%
Limited partnership capital in EUR mill.	3.30
2008 revenue in EUR mill. (IFRS)	15.4
Employees (year average)	83
Year of foundation	1951
Ownership by the M.A.X. Group	1993
www.btd-germany.de

EUROROLL Dipl.-Ing. K.-H. Beckmann GmbH & Co. KG

EUROROLL, based at Ascheberg-Herbern (North Rhine Westphalia) ranks as one of the leading suppliers of unpowered roller conveyor systems that are mainly used in warehousing and conveying technology. The company develops and manufactures unpowered roller conveyor systems of all types. Among other things, the product range includes roller tracks, brake rollers, gravity conveyer tracks, live storage units and commissioning systems. EUROROLL supplies international customers predominantly in the logistics sector such as racking constructors and system providers, as well as end-consumers for almost all branches of industries such as those in the food production sector, pharmaceuticals, book and pharmaceutical wholesalers, the automotive industry, the chemicals industry, and logistics distribution centres.

Managing Director	Theo Einhäuser
Share of equity	100%
Limited partnership capital in EUR mill.	0.51
2008 revenue in EUR mill. (IFRS)	11.7
Employees (year average)	63
Year of foundation	1983
Ownership by the M.A.X. Group	1993
www.euroroll.de

Financial calendar

First Quarter Financial Report 2009: May 2009 Annual General Meeting for the 2008 financial year: July 3, 2009 Half Year Financial Report 2009: August 2009 Third Quarter Financial Report 2009: November 2009

Imprint

Published by: M.A.X. Automation AG, Düsseldorf Editorial by: Frank Elsner Kommunikation für Unternehmen GmbH, Westerkappeln Design/layout: brand.david Kommunikation GmbH, Munich Reproduction/printing: Bluemedia GmbH, Munich

Breite Straße 29 – 31 D-40213 Düsseldorf Telephone +49 (0) 211 90991 0 Telefax +49 (0) 211 90991 11 www.maxautomation.com