MAX Automation SE — Annual Report 2013

May 28, 2014

ANNUAL REPORT 2013

M.A.X. Automation is a globally active group of companies operating in the industrial automation and environmental technology segments. The company is involved in the further development of medium-sized automation specialist firms on a sustainable basis. The operating subsidiaries are positioned worldwide as solution-oriented providers of integrated automation systems. M.A.X. Automation AG is responsible for the Group's strategic steering.

The subsidiaries' range of products and services comprises the development and production of technologically complex components and systems solutions based on extensive, in-depth process know-how. They meet the most stringent market demands and standards, and tap the wealth of opportunities presented by global trends such as continuous consumption growth, demographic population trends, and the responsible handling and deployment of finite resources. The subsidiaries operate in sustainable growth markets such as automotive manufacturing, medical technology and the recycling sector, as well as in other promising future markets such as the packaging sector, and the electrical and electronics industries.

M.A.X. Automation AG pursues the long-term strategy of permanently expanding its subsidiaries' international presence and range of technological products and services in order to open up and develop new markets and customer groups – and sustainably enhance the company's value for its shareholders in the process.

KEY FIGURES IN OVERVIEW

	2013	2012	2011
Results of operations in EUR mill.
New order intake	248.3	265.1	264.0
Book-to-bill ratio	0.9	1.1	1.0
Order book position as of the year-end*	157.5	117.0	97.9
Revenue	270.1	244.3	260.0
– of which from Germany	112.6	103.1	107.9
– of which from abroad	157.5	141.2	152.1
EBITDA	23.3	18.6	20.8
EBIT before PPA	18.2	14.1	16.7
as % of total output	6.7%	5.7 %	6.4 %
Net income for the year	10.3	8.4	12.2
Earnings per share (in EUR)	0.39	0.31	0.45
Cash flow in EUR mill.
Cash flow from operating activities	22.0	22.0	–0.2
Cash flow from investing activities	–40.1	–7.0	–10.9
– of which investments	–5.9	–6.9	–8.7
Cash flow from financing activities	21.7	–8.9	0.5
Cash and cash equivalents at the year-end	26.3	22.8	16.7
Balance sheet in EUR mill.
Total assets	292.1	199.6	184.9
Net debt	–64.1	–6.7	–14.8
Equity	94.2	88.4	85.0
Equity ratio in %	32.3%	44.3 %	46.0 %
Employees (numbers)
Average number of employees	1,322	1,207	1,098
– of which trainees	104	89	87
The share
Number of shares (in millions)	26.8	26.8	26.8
Market capitalization (in EUR mill.)	134.8	102.9	103.9
Dividend per share (in EUR)	0.15	0.15	0.15
Price on balance sheet date in EUR (Xetra closing price)	5.03	3.84	3.88

* adjusted for IFRS effects

CORE SEGMENTS

Industrial automation – efficient solutions for promising markets

Demand for industrially produced goods continues to grow worldwide. Especially in emerging economies, demand for high-quality and reliable products is growing in line with general living standards. This is accompanied by increasingly better healthcare and longer life expectancy. Industry meets these demands with the help of innovative automation solutions.

M.A.X. Automation develops and produces efficient automation solutions that enable its customers to manufacture rapidly, at high quality levels, and in a resource-sparing manner. The company's industrial subsidiaries deploy their extensive expertise in serving key sectors such as the automotive, medical technology, electronics and packaging industries. Consequently, the subsidiaries enjoy excellent long-term growth prospects.

	2013 in EUR mill.	2012 in EUR mill.	2011 in EUR mill.
New order intake	126.3	150.7	125.8
Segment revenue	148.0	120.8	114.2
Segment EBIT before PPA	16.9	13.1	12.6
Average number of employees excluding trainees	684	598	545

Environmental technology – shaping tomorrow's environment today

Handling and deploying resources responsibly represents an indispensible task in preparing for the future, as worldwide population growth is driving higher energy demand and rising waste volumes. At the same time, the sustainable reduction of carbon dioxide emissions and the recycling of raw materials from waste are becoming ever more important. Only in this way will it be possible to address the challenges of the future, especially in many emerging economies.

M.A.X. Automation offers innovative solutions for the sparing utilization of finite resources, and for the disposal and recycling of waste. The environmental technology subsidiaries provide high-performance systems and processes for shredding, conveying and preparing primary and secondary raw materials. These companies thereby enable a smoothly functioning international recycling economy that is prepared for the challenges of tomorrow.

	2013 in EUR mill.	2012 in EUR mill.	2011 in EUR mill.
New order intake	122.0	114.5	138.2
Segment revenue	122.5	123.7	146.7
Segment EBIT before PPA	3.8	2.6	5.4
Average number of employees excluding trainees	529	517	463

HIGHLIGHTS OF 2013

April 2013 Vecoplan – Environmental Technology

Record order: Vecoplan creates technology for a wood pellet production plant for a client in the US state of Louisiana. This is

the largest order that the company has ever received, and also represents a follow-up order. In the previous year, Vecoplan was already entrusted to supply plant technology for a similar system in Texas.

May 2013 bdtronic – Industrial Automation

Major international orders: bdtronic produces complex orders for a renowned automotive supplier. In Mexico, China and

Hungary, the company is building systems for the processing and application of thermal conduction compounds on ventilation controlling equipment. The production lines also comprise upstream and downstream processes, as well as the automated assembly of lids and enclosures.

August 2013 NSM Magnettechnik – Industrial Automation

Smooth production operations: NSM Magnettechnik produces sub-systems for the automated operation of press lines for

the UK's largest manufacturer of premium 4WD vehicles and sports limousines. These systems ensure the smooth, uninterrupted operation of its production lines. The range of services includes heavy load transportation systems, depalletizing facilities and removal systems.

November 2013 AIM-Group – Industrial Automation

New dimensions: M.A.X. Automation AG completes acquisition of AIM (Assembly in Motion), its largest-ever acquisition. This

purchase represents a significant bolstering of the Industrial Automation segment through the expansion of the range of products and services, and through tapping new customer groups. M.A.X. Automation also gains a new visibility level on both customer and capital markets.

December 2013 IWM Automation – Industrial Automation

High-end solutions: IWM Automation constructs a gearbox assembly plant in Romania for a German premium vehicle

manufacturer. IWM Automation has thereby strengthened its presence in this area, and received a followup order to build a further assembly plant for one of the manufacturer's European locations.

December 2013 AIM-Group – Industrial Automation

High precision assembly: Rohwedder Micro Assembly has created a production line to assemble driver assistance cameras. With this

step, it is successfully following its customers in the transition from manual assembly to industrial production. The assembly line is capable of assembling camera lenses in six dimensions down to the micrometer level. Driver assistance systems comprise a key motor of innovations in today's vehicles.

CONTENTS

KEY FIGURES IN OVERVIEW	4
HIGHLIGHTS OF THE YEAR	5
CONTENTS	6
REPORT OF THE MANAGEMENT BOARD	8
INDUSTRIAL AUTOMATION	12
ENVIRONMENTAL TECHNOLOGY	22
GROUP MANAGEMENT REPORT	30
CONSOLIDATED FINANCIAL STATEMENTS	58
– CONSOLIDATED BALANCE SHEET	60
– CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME	62
– CONSOLIDATED STATEMENT OF CHANGES IN EQUITY	63
– CONSOLIDATED STATEMENT OF CASH FLOWS	64
– SEGMENT REPORTING	66
– CONSOLIDATED STATEMENT OF CHANGES IN NON-CURRENT ASSETS	68
SUBSIDIARIES	70
– LIST OF INVESTMENTS	70
– BRIEF PORTRAITS	72
FINANCIAL CALENDAR + IMPRINT	76

Note: This annual report consists of extensive translated extracts and as such comprises an executive summary. Information in more detail can be found in the annual report of M.A.X. Automation Group published in German.

MARKET PRESENCE

INDUSTRIAL AUTOMATION ENVIRONMENTAL TECHNOLOGY

REPORT OF THE MANAGEMENT BOARD

Dear shareholders,

M.A.X. Automation AG took a major step forward in its development in 2013. At the end of the year, we completed the acquisition of the AIM Group (Assembly in Motion), our largest acquisition since our company was founded. We have thereby grown significantly closer to our medium-term objective of increasing our Group sales revenue to around EUR 500 million.

The AIM Group serves the automotive industry, and will significantly strengthen our successful Industrial Automation segment with its extensive expertise. It also operates in the medical technology and sensor technology areas, as well as for general industries. The company consists of the holding company AIM – Assembly in Motion GmbH and four operating subsidiaries with their quite specific areas of expertise. Over the past years, the AIM Group has successfully developed itself and operated profitably under the ownership of its previous parent company, the Günther Group.

The acquisition of the AIM Group possesses a special strategic charm: M.A.X. Automation's revenue will grow in one single step to a level of around EUR 400 million through AIM's contributions. In recent years, we have communicated that we are pursuing ambitious growth plans so that a stronger M.A.X. Automation can even more consistently exploit the potentials its markets present. This acquisition also lends our company greater weight, and consequently a new level of visibility both on international customer markets and the capital market.

In addition, the new subsidiaries' competencies in the Industrial Automation segment enable M.A.X. Automation to offer systems for important, core automobile components, including engine, gearbox and steering manufacturing. The AIM Group's modern systems also help automotive manufacturers to reach demanding statutory CO2 reduction targets. The bolstering of this segment

Management Board Spokesman Bernd Priske

allows us to cover new customer groups to which we have had no access to date, and to secure the good position that we have established among international automotive manufacturers over recent years.

Our particular orientation to German automotive manufacturers and their suppliers has proved correct, and was the reason for the Industrial Automation segment's gratifying growth over the past years, and especially in 2013. Many manufacturers are planning further investments in their production systems in order to meet global demand growth for vehicles with highly varied equipment characteristics and options. In order to achieve this, they need high-performing partners that enable fast and precise manufacturing – such as M.A.X. Automation's industrial subsidiaries.

The acquisition also allows our company to tap new and promising future target sectors, and to thereby broaden its customer

Management Board member Fabian Spilker

base. This is especially true of medical technology, which is benefiting from many trends, including rising life expectancy, greater health awareness, and individual treatment types. Demand for effective and increasingly intelligent products will grow as a consequence.

The AIM Group also commands an additional key competence: many products are becoming increasingly compact (miniaturization), as well as technologically more demanding at the same time. Accordingly, demand for precise and high-performance components such as loudspeakers in smartphones, or lenses installed in automotive driver assistance systems is on the way up. The AIM subsidiaries bring the know-how required to address this trend towards automation in connection with miniaturization. The acquisition of the AIM Group was also connected with the change in M.A.X. Automation's anchor shareholder. As part of the acquisition, the Günther Group acquired a 29.9 % voting interest

in our company's share capital from previous major shareholder FORTAS AG and other shareholders. The Günther Group holds extensive experience in industrial automation, and has announced that it regards the enlargement of M.A.X. Automation to comprise the AIM Group as a long-term strategic investment. We also see this as confirmation and a sign of confidence in what we have achieved to date.

In 2013, our Group reported an overall successful course of business, once again defying continued difficult economic conditions in Europe and the effects of slower economic growth in Asia. Compared with the previous year, we increased consolidated revenue and consolidated operating profit (EBIT), which includes incidental costs arising from the acquisition of the AIM Group, thereby meeting our forecast for the 2013 financial year. It should be noted in this context that AIM was consolidated into that Group on November 1, 2013, exerting a positive effect on our figures during the last two months of the year. Both revenue and earnings also reported a positive trend on the basis of the previous portfolio, however.

• Consolidated revenue reached EUR 270.1 million, up 10.6 % year-on-year.
• Group new order intake amounted to EUR 248.3 million, down 6.4 % year-on-year. It should be noted in this context, however, that the 2012 order situation was affected by many large orders, especially in the Industrial Automation segment.
• The order book position at the end of 2013 stood at EUR 157.5 million, reflecting significant year-on-year growth of 34.7 %.
• Earnings before interest and tax (EBIT) and before depreciation and amortization from purchase price allocations (abbreviated as: PPA) reported a faster rate of growth in revenue, increasing by 29.4 % to EUR 18.2 million. This amount includes

REPORT OF THE MANAGEMENT BOARD

one off incidental acquisition costs of EUR 0.5 million. EBIT adjusted to reflect these costs, and before PPA depreciation and amortization, stood at EUR 18.7 million, up 33.1 % yearon-year.

• Earnings after tax grew 22.8 % to EUR 10.3 million.

In the Industrial Automation segment, both segment revenue and segment earnings registered gratifying growth – both when taking the contribution from the AIM Group into account and on a stand-alone basis. This sound business progress is once again proof that the segment enjoys a correct strategic orientation to the global automotive industry, focusing primarily on German premium manufacturers and their suppliers.

In the Environmental Technology segment, new order intake improved year-on-year, reflecting the further development of the environmental subsidiary Vecoplan into an international provider of component and systems solutions. Segment revenue fell slightly year-on-year, while segment EBIT reported marked growth.

M.A.X. Automation's successful growth and development would not have been possible without our employees' contributions. In 2013, they again deployed their extensive expertise, many years of experience and strong commitment to manage high demand at our subsidiaries, as well as to maintain and expand the subsidiaries' competitive positions. Therefore, we would like to extend our heartfelt thanks to all employees at our individual subsidiaries, as well as at the holding company, for their outstanding performance.

In 2013, the capital market acknowledged M.A.X. Automation's successful business growth and development, as well as the strategic prospects offered by the acquisition of the AIM Group: With the announcement of the AIM acquisition, the M.A.X. Automation share reached its high for the year, trading at the year-end at 31 % above the previous year's closing price. With its new size, M.A.X. Automation gains new weight on the capital market, becoming more attractive for both German and foreign investors that invest in small segments and seek high-growth stocks. To this end, we also aim to improve our structural preconditions, and plan to uplist our company from the General Standard to the Prime Standard of the Frankfurt Stock Exchange.

As in previous years, it is also our wish that you, dear shareholders, should participate appropriately in the successful course of the business. The Management and Supervisory boards are proposing that the ordinary Shareholders' General Meeting on June 27, 2014 pay a dividend of 15 euro cents per share for the 2013 financial year. This would thereby entail a total payout of EUR 4.0 million.

This year's focus will be on integrating the AIM Group into our Group. In this context, we are working on leveraging the synergies from the acquisition, thereby boosting our subsidiaries' performance. Examples include potential technology transfers, joint purchasing, and international profiling.

With regard to advancing business developments at M.A.X. Automation we take a confident view of 2014, not least due to good economic prospects and positive sector expectations. Consequently, we are assuming that, given the current portfolio, consolidated revenue will lie in a range between EUR 360 million and EUR 380 million, and that consolidated operating earnings before depreciation and amortization from purchase price allocations will be recorded in a range between EUR 19 million and EUR 21 million. In this context, the AIM Group companies will be included for the first time in the figures for a full 12-month period.

M.A.X. Automation enjoys a strong future strategic positioning by addressing long-term global trends: The Industrial Automation segment with its automation solutions is creating the preconditions to serve growing demand for high-quality consumer goods. The Environmental Technology segment with its systems and services is addressing the globally rising significance of climate protection, natural resource conservation, and waste recycling. Trends in both areas affect each other, as growing consumption is also feeding through to an increase in waste volumes, and consequently to even stronger demand for efficient and innovative recycling solutions.

Thanks to the AIM Group, our Group now occupies a significantly stronger position on customer markets, enabling it to benefit to an even greater extent from the aforementioned future trends. We regard this as an ideal starting position for growth and value enhancement over the coming years. We look forward to continuing on this path with you, dear shareholders.

Düsseldorf, March 2014

The Management Board:

(Spokesman)

Bernd Priske Fabian Spilker

The standards of life are rising worldwide. Especially in emerging economies, ever greater demand prevails for high-quality consumer goods, such as automobiles featuring high-tech equipment and modern engine types. Medical standards are also improving, and consequently the general life expectancy is on the rise in many countries. This is resulting in greater demand for effective medical technology products.

M.A.X. Automation and its subsidiaries develop high-quality industrial automation solutions, enabling its customers to manufacture with ever greater precision, and also more flexibly and rapidly, in order to serve global demand. The company has further expanded its range of products and services with the acquisition of the AIM Group: M.A.X. Automation is now able to offer extensive component and system solutions for important, core automotive components. The company has also tapped a promising new future market – namely medical technology.

114 %

global gross domestic product growth between 2002 and 2012. The value of goods produced

worldwide has more than doubled as a consequence.1

63 million

automobiles produced worldwide in 2012.

As many as 108 million cars are expected to

be manufactured in 2018.2

14 billion

euros of forecast sales for the German medical technology sector for 2020. Important markets include the USA and Western Europe.3

Global demand is booming. Automation helps to meet this demand.

Emerging industrial nations are reporting dynamic economic growth – much faster than in established industrialized countries. Populations are striving to achieve Western living standards, and are generating tremendous catch-up demand as a consequence – which includes modern mobility, for instance. This is feeding through to constant consumption growth, requiring ever more perfect goods to be produced in ever larger unit volumes. The M.A.X. Automation subsidiaries play an important role in this context by developing innovative automation solutions without which their customers would be unable to respond to constant demand growth, especially in the automotive industry, but also in other areas such as medical technology.

1 World Bank; 2 OICA, PwC; 3 Hamburgisches WeltWirtschaftsInstitut

car model series on the market in Germany alone. This figure could rise up to 415 series by 2015.4

10,000 different car variants available on the German market – positioning the German market the leader in terms of model variety.5

of households in Germany own

The automotive sector thrives on variety. Production needs to be just as flexible.

"A car" is no longer just "a car". It has now been replaced by a previously unprecedented variety of vehicle models with extremely differing equipment options and characteristics. Consumers desire different vehicles for different purposes: small cars for the city, station wagons for shopping, convertibles for the weekend, and sedans for long journeys. This presents the automotive industry with the challenge of constantly advancing production flexibility in order to meet these wishes – and manufacturing more cars at the same time. With extensive systems solutions, the M.A.X. Automation subsidiaries help manufacturers with this task.

⁴ Center Automotive Research; 5 MeinAuto.de; 6 infas/DLR

430,000

electric and hybrid cars in Germany forecast for 2015, representing an 11.5 % market share.7

100 million

autonomous cars could be sold annually from 2035. Self-driving cars would consequently comprise the major share of the car market.8

less CO2 emitted by newly registered cars in 2012 in EU states, compared with 2006. The average level dropped from 161 g/km to 133 g/km.9

Mobility is changing constantly. Automation is already gearing up to meet this change.

The automotive industry is searching for new courses to the future. Alternative drive concepts such as hybrid and electric engines that enhance fuel efficiency and sustainably reduce carbon dioxide emissions are becoming in creasingly important. As a consequence, manufacturers must constantly further develop their manufacturing op erations, and opt for high-performance automation solutions. M.A.X. Automation's industrial subsidiaries develop such solutions – and are even going one step further: The AIM Group assembles lenses for driver assistance systems, for example – including for the cameras that will be required in tomorrow's autonomous cars.

⁷ BDW Automotive; 8 Navigant Research; 9 ICCT

Health is in strong demand. Modern technology helps to maintain it.

People are living longer and longer lives – all around the world. Rising life expectancy is mainly due to constant progress and medical treatment, combined with the ongoing further development of medical technology, and a generally higher level of health awareness. This is feeding through to stronger demand for innovative and effective technological solutions in both industrialized countries and emerging economies. The AIM Group serves this long-term growth market – with contact lenses, stent implants, and diabetes treatment equipment, for example.

10 Spectaris; 11 United Nations; 12 German Federal Statistical Office

ENVIRONMENTAL TECHNOLOGY

Environmental protection presents humanity with tremendous challenges. A continuously growing world population is striving for ever higher living standards and more and more consumer goods – which means that waste volumes are also growing at the same time. And this holds especially true for emerging industrial countries: Large numbers of individuals are moving off the land and into cities, resulting in constantly growing mountains of waste. This waste needs to be disposed of and processed appropriately.

The M.A.X. Automation subsidiaries develop and produce the technologies to meet these challenges. They possess the know-how required to produce valuable raw materials from waste, allowing them to flow back into the recycling process, thereby closing the cycle. As a result, they are operating on sustainable growth markets, in line with the increasing awareness across the globe of the need to handle natural resources more prudently and responsibly.

dollars of sales forecast for the global packaging market for 2018 – which is 26 % more than as recently as the year 2012.13

kilograms of paper and cardboard consumed by every German citizen on average in 2012. 244 ¹⁴

288 million

tons of plastics produced worldwide in 2012 – translating as a 41% rise in production within

the span of ten years. 15

Demand for raw materials is growing. Meeting these demands is becoming ever more essential.

Plastic, cardboard and paper packaging materials are very important for traded goods, and consequently for a functioning economy. The growing range of products is nevertheless also accompanied by rising waste volumes that need to be disposed of and recycled in an environmentally compatible manner. This is because – when correctly processed – household and commercial waste can gain new significance, and help to meet the rising demands for raw materials. M.A.X. Environmental Technology segment subsidiary Vecoplan commands extensive technological expertise in the processing of waste materials – and consequently for responsible and sustainably appropriate handling of waste from the production and materials cycle.

¹³ Smithers Pira; 14 German Federal Environmental Office (UBA); 15 PlasticsEurope

1.3 billion

tons of household waste generated worldwide –

every year. This volume could rise to 2.2 billion

recycling share: more than one third of waste paper was

the recycling share has increased by 22 % since 1990.

71 % ¹⁷

tons by 2025.16

utilized in German paper production in 2012. Consequently,

1.25 million

tons of plastic waste are processed into substitute fuels, replacing other fossil fuels, including in cement plants, for example. 18

Waste disposal requires new approaches. Preferably recycling approaches.

To the uninformed observer, waste materials appear to be merely refuse. But they are much more: with its extensive range of products and services, Vecoplan is able to produce raw materials from refuse and waste and recycle them into the materials cycle. Accordingly, this M.A.X. company operates in a market of the future, as political and economic regulations concerning the recycling of residual materials, and consequently of waste, are becoming more significant worldwide. The European Union's Waste Framework Directive prescribes a recycling ratio of at least 50 %, for example. And the demand for appropriate waste disposal and processing is also on the rise in the major cities of the emerging economies.

¹⁶ The World Bank; 17 German Federal Environmental Office (UBA);

¹⁸ German Federal Environmental Office (UBA)

growth: wood pellet production in Germany was up from 1.1 million to 2.2 million tons

between 2007 and 2012.19

cost-savings: as a source of heating energy, wood pellets offer economic benefits compared with conventional heating oil. 36 ²⁰  %

0g

100 %

carbon footprint: heating with wood pellets is CO2 neutral. When combusted, wood pellets release only as much carbon dioxide as they previously captured and stored while growing as trees.21

Global energy demand is on the rise. All the more crucial to ensure climate neutrality.

Individuals all around the world are consuming ever greater volumes of energy. And especially in emerging economies, efficient energy supply has created the basis of dynamic economic growth over the past years. But classic fuel sources are finite, and their utilization is less environmentally compatible. The Vecoplan subsidiary offers an alternative to the future: it develops and produces systems to manufacture wood pellets, allowing them to serve as carbon-neutral energy sources. Wood is a renewable raw material that emits only as much carbon dioxide when it is utilized as it originally captured from the atmosphere before being processed.

¹⁹ German Pellet Institute; 20 Own calculation with kWh prices from October 2013 (German Renewable Energies Agency); 21 Bavarian State Agency for Forestry (LWF)

GROUP MANAGEMENT REPORT

Combined management report for the company and the Group for the 2013 financial year

1. Basis of the parent company and the Group

1.1. Business model

Headquartered in Düsseldorf, M.A.X. Automation AG specializes in the sustainable development of medium-sized companies involved in manufacturing process automation. The company pursues a long-term investment approach in this context. M.A.X. Automation AG aims to hold the majority of a company's equity capital, if possible through acquiring 100 % of its shares. The Group operates in the two segments of Industrial Automation and Environmental Technology, which in turn serve various key sectors that offer sustainable growth prospects.

As the Group's management company, M.A.X. Automation AG is responsible for the Group's strategic steering, and the monitoring and determining of appropriate activities to achieve its subsidiaries' corporate targets as determined in its planning process. It does not conduct an operating business itself. The operating subsidiaries' management teams report to the Management Board of M.A.X. Automation AG, which manages the company at its own responsibility. 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, and is in close contact with the Management Board.

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.

All of the company's subsidiaries are allocated to one of the two segments.

• In the 2013 financial year, the Industrial Automation segment comprised the following companies: bdtronic Group, IWM Automation Group, NSM Magnettechnik Group, Mess- und Regeltechnik Jücker GmbH, and EUROROLL Dipl.-Ing. K.H. Beckmann GmbH & Co. KG. In addition, in November 2013 the company acquired AIM – Assembly in Motion GmbH with its subsidiaries ELWEMA Automotive GmbH, Rohwedder Macro Assembly GmbH, Rohwedder Micro Assembly GmbH and AIM Micro Systems GmbH (AIM Group), and allocated it to the Industrial Automation segment.
• The Environmental Technology segment comprised the Vecoplan Group and altmayerBTD GmbH & Co. KG.

The subsidiaries of M.A.X. Automation AG are positioned as technologically leading providers in their respective markets, offering their customers individual automation and process solutions worldwide. Their range of products and services comprise individual technical components, automation systems, and complete specialty mechanical engineering plants. These products are generally supplemented by services such as consulting, project management, commissioning and maintenance/repair. As a consequence, the individual subsidiaries are able to provide integrated automation solutions with a high degree of technical complexity on a one-stop shop basis.

The markets that the M.A.X. Automation Group targets are situated mainly in Europe, North America, South America, and Asia. The subsidiaries are represented partly by our own sales companies on international markets.

Customers in the Industrial Automation segment most notably comprise the automotive industry with a focus on German premium manufacturers, the electrical and electronics industry, as well as the packaging sector. Since the acquisition of the AIM Group in 2013, the target sectors now also include medical technology. The customer base of the Environmental Technology segment consists primarily of private and public sector waste management and recycling technology companies, the forestry and paper industry, the energy sector, as well as the cement and plastics sectors.

1.2. Key management indicators and strategic positioning

1.2.1. Key financial management indicators

M.A.X. Automation AG makes recourse to financial management indicators to manage and assess its Group operating business. This is aimed at securing and boosting long-term profitability. These key indicators include:

• New order intake and order book position
• Profitability indicators
• Capital and liquidity indicators
• Human resource indicators

1.2.2. Strategic positioning

M.A.X. Automation AG pursues a long-term business model comprising top-level strategic direction based on the subsidiaries' competencies. The main characteristics of the Group's strategic positioning are as follows:

• Offering added value for customers: the subsidiaries in the Industrial Automation and Environmental Technology segments are distinguished by their ability to offer individual automation components, as well as extensive system and process know-how for customer-specific solutions on a one-stop shop basis. They also offer further supplementary services. This

positioning is of critical importance for the M.A.X. Automation Group' success and profitability: it allows the Group to provide its customers with important added value, while enabling its subsidiaries to differentiate themselves from their respective competitors.

• Technology leadership and system solutions: the M.A.X. Automation Group is able to combine state-of-the-art technology, process know-how and extensive services within project management to the benefit of its customers. This combination of various services creates an important competitive advantage, and is also the precondition for acquiring and processing major high-end international projects. Such an approach requires correspondingly highly specialized technical staff, which is why the recruitment and promotion of qualified staff represents a central task for all Group companies.
• Innovation culture: With its segments, the M.A.X. Automation Group operates in an environment characterized by intense global competition and permanent technological progress. Innovations that offer measurable added value to customers are consequently very important to the Group's long-term success and profitability. The continuous further development of technologies, and the development of innovative solutions on respective markets, are of key importance across the entire Group to asserting and extending the subsidiaries' good market positions.
• Internationalization: The internationalization of business in both of the segments of Industrial Automation and Environmental Technology forms a precondition for the Group's further growth. The company is systematically expanding its international business, especially given the dynamic growth markets in the emerging economies of Asia, South America and Africa, as well as major catch-up demand in environmental management on the North American continent. An international network of sales and service branches, and selected production locations

GROUP MANAGEMENT REPORT

abroad, ensure that the M.A.X. Automation Group is able to serve local customer requirements.

1.3. Research and development

M.A.X. Automation Group customers operate internationally and rank among leading providers in their respective sectors. In order to achieve this positioning, they require individual automation solutions that exploit the most advanced, leading-edge technologies and processes. The market environment is characterized by rapid technological change, highly intense competition, and a rising number of statutory regulations, especially in the environmental segment.

As a consequence, proprietary research and development (R&D) is an essential precondition for success on the automation market when it comes to addressing specific customer needs. Research and development at the M.A.X. Automation Group is organized on a decentralized basis: as the parent and holding company, M.A.X. Automation AG does not conduct its own research activities. All of the subsidiaries operate their own R&D capacities that they structure in line with market requirements and growing customer demands. The subsidiaries are also continuously expanding their technological expertise in order to tap promising new automation markets. They also exchange information about their R&D activities in order to exploit Group know-how transfer synergies.

In both segments, Industrial Automation and Environmental Technology, the companies focused their development activities in 2013 particularly on both their status as providers of individual components and their positioning as technology system providers offering extensive process know-how and proven project management expertise.

Section 6.2 in the notes to the consolidated financial statements includes more information about M.A.X. Automation Group research and development activities.

2. Group economic and business report

2.1. Macroeconomic and sector-related conditions

2.1.1. Economic environment

The global economy experienced modest growth in 2013. The International Monetary Fund (IMF) attributed this especially to weaker economic developments in emerging economies: although economic growth in China and other countries exceeded that of industrialized countries, the pace was somewhat slower than in recent years. A further negative factor was the high level of indebtedness of many European states, although the IMF noted in October that the recession in the Eurozone seemed to be ending, with uncertainties about the continued existence of the currency union receding. Good economic developments in the USA, driven by constantly strong private household demand, exerted a positive effect.

The International Monetary Fund downgraded its growth forecast several times over the course of the year. In October 2013, it saw the global economy reporting growth of 2.9 % over the full year. For China, the IMF forecast 7.6 % economic output growth, and 1.6 % for the USA, while a 0.4 % decline was anticipated for the Eurozone.

The German economy registered slight gains in 2013. Economic research institutes expected 0.4 % growth, driven by a decline in uncertainties in the Eurozone, favorable financing conditions, rising employment, and income growth feeding through to stronger private consumption. The International Monetary Fund confirmed this assessment, assuming 0.5 % economic output growth.

2.1.2. Sector conditions

Overall, the German mechanical and plant engineering sector registered moderate business trends in 2013. At the start of the year, the German Engineering Federation (VDMA) still expected 2 % production growth for its member companies, although it had to downgrade this forecast during the course of the year, finally reporting a 1 % decline. Sector sales stood at around EUR 207 billion, slightly below the previous EUR 209 billion, according to the Federation's data.

Exports by German mechanical and plant engineering companies were down overall, which the VDMA attributed to lower demand in all major sales regions such as Asia and Australia. The Federation also cited currency turbulence in some emerging economies as a reason. By contrast, Africa and Central America provided positive impulses. Exports to European countries outside Germany reached the previous year's level.

The global automotive market once again reported a pleasing trend in 2013, continuing the previous year's growth. The global market for new cars was up by 5 % to 72.2 million new registrations, according to data produced by the German Automotive Industry Association (VDA). This growth is driven chiefly by the two leading markets of the USA and China. German automotive manufacturers participated in market growth in China, in particular, now commanding a market share above 20 %. Following a few difficult years, the VDA noted a slow recovery in Western European automotive markets. Although the number of vehicle registrations fell by 3 % to 11.4 million vehicles in 2013, a slight uptrend was registered in the second half of the year.

The German waste and recycling technology sector recorded gratifying developments in 2013. For example, the waste and recycling technology specialist group within the VDMA reported that most of its member companies were anticipating sales growth to a total of around EUR 6.5 billion. Although business was still moderate during the first half year, sales figures recovered in the second half-year, prompting expectations of full-year sales growth overall. Rising international demand was primarily responsible

for this positive trend, according to the Association: in export markets, the awareness has arisen that the waste and recycling economy makes a major contribution to environmental protection and resource conservation, resulting in greater demand for machinery and plant. The sector's export ratio stood at more than 70 %, according to the VDMA.

A positive trend was expected for the German medical technology sector for 2013. Sector association Spectaris assumed that member companies would continue the previous year's positive business progress and advance total sales by 3 %. In 2012, sector sales were up by more than 4 % to EUR 22.3 billion. The association noted that German medical technology enjoys a high degree of acceptance both in Germany and abroad, attributing this to the sector's innovative strength – in turn a reflection of its high level of investment in research and development.

2.2. Business progress

The M.A.X. Automation Group reported an overall positive business trend in 2013 despite more difficult economic conditions in Europe and the slowdown in Asia's economic dynamics. Sales revenue, operating profit (EBIT) and net income grew year-on-year, meeting the forecast for the 2013 financial year. It should be noted in this context that the AIM Group that was acquired in 2013 was consolidated on November 1, 2013, making a corresponding contribution to Group results during the last two months of the year. Both revenue and earnings reported a positive trend on the basis of the previous portfolio, too.

Group new order intake stood at EUR 248.3 million, up 6.4 % year-on-year. The 2012 order situation was, however, affected by many large orders, especially in the Industrial Automation seg-

Sources:

^• International Monetary Fund (IMF): World Economic Outlook, Update October 2013

^• German Federal Ministry of Economics and Technology: press release of October 17, 2013

^• ifo Institute, Munich: ifo economic forecast 2013/2014, December 17, 2013

GROUP MANAGEMENT REPORT

ment. The consolidated order book position registered a marked year-on-year increase of 34.7 % to reach EUR 157.5 million by the end of 2013.

Consolidated revenue amounted to EUR 270.1 million on a fullyear basis, reflecting 10.6 % growth. Consolidated EBIT before depreciation and amortization from purchase price allocations improved by 29.4 % to EUR 18.2 million. The Group reports EUR 10.3 million of net income (+22.8 %).

The Management and Supervisory boards are planning to enable shareholders to once again participate appropriately in the good business progress. Taking into account the strengthening of Group equity following the acquisition of the AIM Group, the boards are proposing to the Ordinary Shareholders' General Meeting, to be held on June 27, 2014, the approval of the payment of a 15 euro cents per dividend share. This would entail a total payout of EUR 4.0 million.

2.3. Particular events during the financial year

2.3.1. Largest order in Vecoplan's history

M.A.X. Automation announced on April 17, 2013, that its environmental technology subsidiary Vecoplan had won an order worth around EUR 20 million. This was the largest order in Vecoplan's history, and also one of the largest individual orders ever for M.A.X. Automation. For its client German Pellets, Vecoplan is constructing significant technology for a wood pellet manufacturing plant, with a planned annual capacity of around one million tons of pellets in the US state of Louisiana. Moreover, this major assignment is a follow-up order.

2.3.2. Acquisition of the AIM Group

On September 27, 2013, M.A.X. Automation announced the acquisition of AIM – Assembly in Motion GmbH from the Günther Group, Hamburg. This acquisition was completed on November 5, 2013, and is M.A.X. Automation's largest-ever addition. The AIM Group operates in the areas of cleaning, testing, assembly and automation technology, focusing on the automotive and medical industries. It consists of the holding company AIM – Assembly in Motion GmbH, Ellwangen Jagst, and its operating subsidiaries ELWEMA Automotive GmbH, Ellwangen Jagst, Rohwedder Macro Assembly GmbH, Bermatingen, Rohwedder Micro Assembly GmbH, St. Leon-Rot, and AIM Micro Systems GmbH, Triptis.

In connection with the acquisition of the AIM Group, FORTAS AG, Rösrath, and other shareholders transferred their shares in M.A.X. Automation AG to the Günther Group, which subsequently notified a voting rights interest of 29.9 % in the share capital of M.A.X. Automation AG.

2.3.3. Changes to the Management and Supervisory boards

As part of the acquisition of the AIM Group, the Supervisory Board of M.A.X. Automation AG passed a resolution to appoint Mr. Fabian Spilker as a further member of the Management Board of M.A.X. Automation AG with effect as of November 6, 2013. Mr. Fabian Spilker has been Managing Director of AIM – Assembly in Motion GmbH since 2010.

Dr. Frank Stangenberg-Haverkamp also informed the Management Board of M.A.X. Automation AG that he was to relinquish his post as a member of the Supervisory Board of M.A.X. Automation AG at the end of November 5, 2013. Mr. Oliver Jaster was appointed to succeed him. Mr. Jaster is a member of the management of Günther Holding GmbH.

• VDMA, press release, "VDMA Abfall- und Recyclingtechnik: Die Branche stemmt sich erfolgreich gegen die schwache Konjunktur" ("VDMA Waste and Recycling Technology: Sector Beats Weak Growth"), October 29, 2013
• VDMA, press release, "Order Intake October 2013 Still Waiting for Recovery",

• VDA, Statement by Matthias Wissmann at VDA Annual Press Conference, December 3, 2013 • VDMA, press release, "Maschinenbau in Lauerstellung" ("Mechanical Engineering Sector in Wait and See Mode"), December 17, 2013

Sources:

December 2, 2013

^• Spectaris, Jahrbuch 2013/2014, Die Medizintechnikindustrie in Deutschland ("2013/2014 Annual Review, the Medical Technology Industry in Germany")

2.4. Group financial accounting and scope of consolidation The consolidated financial statements for M.A.X. Automation

AG for the 2013 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 were also calculated according to IFRS.

Adjustments to the previous year's financial statements due to the amendments to IAS 19 (Employee Benefits) are explained in the notes to the consolidated financial statements.

In this Group management report, the option was utilized for the first time to integrate the management report of M.A.X. Automation AG. This combined management report is published in place of the Group management report in the annual report of the M.A.X. Automation Group. In section 3, it contains a chapter with information pursuant to the German Commercial Code (HGB) especially for the company M.A.X. Automation AG.

The AIM Group that was acquired in the year under review was consolidated as of November 1, 2013. As a consequence, the income statement of the M.A.X. Automation Group includes the companies' revenue and earnings contributions. The consolidated balance sheet as of December 31, 2013 includes the AIM Group's assets, equity and liabilities. Accordingly, the 2013 figures can only to a limited extent be compared with the respective prior-year figures. Section 3.4 of the notes to the consolidated financial statements includes more detailed information about the consolidation of the AIM Group.

2.5. Order book position

The new order intake of the M.A.X. Automation Group remained at a high level in the year under review, although it declined overall.

Orders stood at a total of EUR 248.3 million, down by EUR 16.8 million, or 6.4 %, on the level in 2012 (EUR 265.1 million).

As in the previous year, new order intake showed variations in terms of segments: In Industrial Automation, orders were down by 16.2 % to EUR 126.3 million, although the previous year's EUR 150.7 million was affected by many large orders, and was consequently extraordinarily high. In Environmental Technology, by contrast, orders grew by EUR 7.5 million, or 6.6 %, to reach EUR 122.0 million (previous year: EUR 114.5 million).

The 2013 financial year was characterized by some large orders for renowned international customers: The Industrial Automation subsidiary NSM Magnettechnik received an order from an international automotive supply company to carry out two projects entailing state-of-the-art technology. In the previous year, this company had already awarded two orders to conduct large-scale plants. IWM Automation also won two complex orders from two renowned automotive suppliers. In the Environmental Technology segment, Vecoplan received its largest order ever to build a pellet plant in the USA.

The consolidated order book position stood at EUR 157.5 million on the December 31, 2013 reporting date. This significantly exceeds the level on the previous year's reporting date (EUR 117.0 million) by EUR 40.5 million, or 34.7 %. The book-to-bill ratio, the ratio between new order intake in revenue, stood at 0.92 (previous year: 1.09).

2.6. Revenue and results of operations

M.A.X. Automation Group boosted revenue to EUR 270.1 million in 2013, representing growth of EUR 25.8 million, or 10.6 %, compared with the previous year's EUR 244.3 million. When adjusted to reflect the revenue contribution from the AIM Group for the months of November and December, consolidated revenue amounted to EUR 247.2 million (+1.2 %).

GROUP MANAGEMENT REPORT

The export share of Group revenue amounted to 58.3 % in 2013, compared with 57.8 % in the previous year.

Total output stood at EUR 271.5 million in 2013, compared with EUR 247.1 million in the previous year, representing 9.9 % growth. Total output includes a change in finished goods and work in progress of EUR 0.5 million and other work performed by the company and capitalized of EUR 0.9 million.

Materials expenses of EUR 137.6 million were recorded at 5.7 % above the previous year's EUR 130.2 million. This increase was consequently less than the growth in total output. The cost of materials ratio in relation to total output fell to 50.7 % (2012: 52.7 %), which is partly attributable to less materials input at the environmental technology subsidiaries.

Personnel expenses were up by 11.7 % to EUR 77.4 million (2012: EUR 69.2 million), due to the acquisition of the AIM Group, and the payment of bonuses and premiums due to the business growth.

Operating depreciation and amortization of EUR 5.1 million was 11.8 % above the previous year's EUR 4.6 million. Factors contributing to this increase included previous years' investments in property, plant and equipment. At altmayerBTD, plants under construction worth EUR 2.6 million were completed in 2013. Other operating expenses grew from EUR 34.1 million to EUR 38.1 million (+11.9 %), mainly due to the first-time reporting of the AIM Group within the M.A.X. Automation Group, and the related EUR 0.5 million of transaction and advisory costs for the acquisition of the AIM Group.

The M.A.X. Automation Group reported 29.4 % growth in consolidated operating earnings before interest and tax (EBIT) to EUR 18.2 million, compared with EUR 14.1 million in the previous year. EBIT was primarily driven by the Industrial Automation segment. The EBIT margin on consolidated total output improved to

6.7 % (2012: 5.7 %). Consolidated EBIT amounts to EUR 15.5 million (+10.6 %) excluding the earnings contribution from the AIM Group. As a consequence, the targeted earnings improvement communicated to the capital market (in relation to the previous portfolio base) was attained.

EBIT does not include EUR 1.2 million of depreciation and amortization from the purchase price allocations (previous year: EUR 0.6 million), especially for the AIM Group, as well as in previous years for Waste Tec GmbH and mabu-pressen GmbH. Operating profit after PPA depreciation and amortization consequently amounted to EUR 17.0 million (2012: EUR 13.5 million; +26.2 %).

The net financial result stood at EUR -2.3 million in the financial year elapsed, compared with EUR -1.2 million in the previous year. Along with the first-time inclusion of the AIM Group and the related purchase price financing, this mainly reflected currency effects.

Consolidated earnings before tax (EBT) reached EUR 14.7 million, compared with EUR 12.3 million in 2012 (+19.5 %).

An expense of EUR 4.3 million was incurred as the result of taxes on income and earnings (2012: EUR 3.9 million; +12.4 %), with the tax rate consequently falling to 29.6 % compared with 31.5 % of the previous year.

Consolidated earnings after tax reached EUR 10.3 million, compared with EUR 8.4 million (+22.8 %). This is equivalent to EUR 0.39 of earnings per share, after EUR 0.31 in the previous year.

2.7. Net assets

The M.A.X. Automation Group reported EUR 292.1 million of total consolidated assets as of the December 31, 2013 balance sheet date, reflecting an increase of 46.3 %, or EUR 92.5 million, compared with the EUR 199.6 million recorded on December 31,

1. All balance sheet items were significantly affected by the first-time consolidation of the AIM Group that was acquired during the course of the financial year under review.

Consolidated non-current assets totaled EUR 115.2 million, reflecting growth of 39.2 %, or EUR 32.5 million (December 31, 2012: EUR 82.7 million). This increase is mainly attributable to a rise in the items of goodwill (+EUR 19.0 million to EUR 48.2 million), and intangible assets (+ EUR 8.0 million to EUR 13.3 million) due to the first-time consolidation of the AIM Group. Property, plant and equipment stood at EUR 39.0 million, EUR 2.7 million more than on the previous year's balance sheet date. Other non-current assets were up by EUR 2.1 million to EUR 6.3 million due to a higher level of cash deposits at IWM Automation to finance operating activities.

Current assets increased by 51.3 %, or EUR 60.0 million to EUR 176.9 million as of December 31, 2013, compared with EUR 116.9 million on the previous year's balance sheet date. In this context, inventories rose by EUR 8.3 million to EUR 45.8 million, mainly due to the additions arising from the AIM Group. Trade receivables grew by EUR 45.0 million, or 84.3 %, to EUR 98.4 million, a significant proportion of which reflected an addition from the AIM Group of EUR 43.2 million. Cash and cash equivalents amounted to EUR 26.3 million, up EUR 3.5 million year-on-year.

2.8. Financial position

On the equity and liabilities side of the balance sheet, the Group reported equity of EUR 94.2 million as of December 31, 2013. The 6.6 % increase compared with the previous year's balance sheet date (EUR 88.4 million) is primarily due to the net profit generated in 2013. The 32.3 % equity ratio was below the previous year's level (December 31, 2012: 44.3 %) due to the marked growth in the balance sheet as a result of acquisitions.

Non-current liabilities reported significant growth from EUR 40.6 million to EUR 75.8 million (+86.4 %), mainly due to a EUR 31.4 million increase in bank borrowings to EUR 54.0 million. This was attributable to an increase in the syndicated loan of M.A.X. Automation AG from EUR 13.2 million to EUR 46.0 million for the purpose of acquiring the AIM Group. Deferred tax asset rose by EUR 3.6 million to EUR 16.2 million.

Current liabilities increased by 72.9 %, or EUR 51.5 million, from EUR 70.6 million to EUR 122.1 million. In this context, trade payables were up by EUR 7.4 million to EUR 50.9 million. Current bank borrowings increased by EUR 29.6 million to EUR 36.5 million. Key factors included the addition of the AIM Group in an amount of EUR 20.4 million, and at Vecoplan in an amount of EUR 9.4 million relating to the interim financing of long-term projects that are only partially financed by advance payments.

Current liabilities were up by EUR 7.5 million to EUR 15.1 million due to general personnel provisions under inclusion of the AIM Group, and bonus provisions as a consequence of the strong business trends.

Tax provisions increased by EUR 0.9 million to EUR 3.4 million, including due to the first-time consolidation of the AIM Group. Other current provisions rose by EUR 4.7 million to EUR 13.1 million due to the first-time inclusion of the AIM Group. Other current liabilities were up by EUR 1.4 million to EUR 3.1 million, also due to consolidation.

2.9. Liquidity trends

The M.A.X. Automation Group reports positive cash flow from operating activities of EUR 22.0 million for 2013 compared with EUR 22.0 million in the previous year. It should be noted in this context that effects arising from the first-time consolidation of the AIM Group were reclassified to cash flow from investing activities.

GROUP MANAGEMENT REPORT

Investing activities generated a cash outflow of EUR 40.1 million (2012: EUR -7.0 million), of which approximately EUR 35.0 million was attributable to the acquisition of the AIM Group.

The cash inflow from financing activities amounted to EUR 21.7 million (2012: cash outflow of EUR 8.9 million) due to greater financing requirements from the operating business, and the increase in the syndicated loan of M.A.X. Automation AG for the acquisition of the AIM Group. This includes the EUR 4.0 million cash outflow for the payments of the dividend for the 2012 financial year.

The total of the cash flows generated an increase in cash and cash equivalents to EUR 26.3 million as of the end of the period under review, compared with EUR 22.8 million at the start of the reporting period.

2.10. Segment reporting

With their components and systems solutions, the M.A.X. Automation AG subsidiaries serve long-term global trends. In the Industrial Automation segment, these relate to constant demand growth for ever higher quality consumer goods at increasingly attractive prices. At the same time, key sectors such as the automotive and medical technology industries require ever smaller components for complex applications. Such developments present correspondingly high requirements in terms of flexible and precise automated production.

In the Environmental Technology segment, the focus is on climate protection and reducing CO2 emissions, as well as waste processing and recycling. Connected with this are the search for alternative energy sources, and the need to consistently process waste and residual materials, not least due to sustainable rise in raw materials prices.

A relationship exists between the two segments to the extent that higher consumer demand makes the sparing utilization of finite resources, or the recycling of waste, all the more urgent. At the same time, solutions in industrial automation and environmental technology are becoming more and more demanding and sophisticated in technological terms, necessitating innovative process methods.

2.10.1. Industrial Automation segment

In the Industrial Automation segment, the M.A.X. Automation Group companies deploy high-quality automation solutions to help industrial companies in promising future sectors to adapt their products to changing market requirements. The aim is to boost manufacturing flexibility and precision, while manufacturing cost efficiently at the same time and maintaining constantly high, or better quality.

The Industrial Automation segment registered gratifying business progress in 2013. The companies benefited from globally high demand for comprehensive automation solutions, especially among automotive manufacturers and suppliers. Such companies further expanded their capacities, or planned expansion and modernization investments. M.A.X. Automation AG's strategy of focusing on German car manufacturers has proved correct in this regard.

This segment was also strengthened significantly – both strategically and technologically – by the acquisition of the AIM Group in the year under review. The range of products and services for the automotive industry was expanded, and also serves the trend toward ever smaller components in complex applications. In addition, a further target was addressed with medical technology, for which long-term growth prospects are forecast.

Industrial Automation segment key figures

The consolidated new order intake of the M.A.X. Automation Group in its Industrial Automation segment amounted to

EUR 126.3 million in the 2013 financial year, down 16.2 % on the previous year's EUR 150.7 million. It should be noted in this context, however, that the previous year's figure was affected by many large orders.

Segment revenue of EUR 148.0 million exceeded the 2012 level of EUR 120.8 million by 22.5 %. This mainly reflected the revenue contribution during the last two months of 2013 from the AIM Group that was acquired in the year under review. Of the revenue, around 47.3 % was attributable to exports, compared with 47.8 % in the previous year. Segment operating profit (EBIT) before depreciation and amortization from purchase price allocations improved to EUR 16.9 million compared with EUR 13.1 million (+29.5 %), also positively affected by the AIM Group acquisition. When adjusted to reflect the AIM contribution, segment revenue grew to EUR 125.1 million, and segment operating EBIT improved to EUR 14.3 million.

The number of employees in the Industrial Automation segment stood at 684 individuals on a year-average basis in 2013 (excluding trainees). The segment had employed an average of 598 staff in the previous year (+86 individuals). The increase is due to the acquisition of the AIM Group, and higher personnel requirements due to the good business trend.

Industrial Automation segment key figures

	2013 In EUR mill.	2012 In EUR mill.	Change
New order intake	126.3	150.7	–16.2%
Order book position	128.9	87.5	+47.3%
Segment revenue	148.0	120.8	+22.5%
– of which from abroad	70.0	57.7	+21.1%
Segment result	16.9	13.1	+29.5%
Employees* (number)	684	598	+14.4%

* Annual average excluding trainees

AIM Group

The AIM Group develops and produces technologically high-end automation solutions for customers active in the automotive and medical technology sectors, as well as the sensor technology and general industrial areas. The range of products and services comprises systems to produce important vehicle components, high-precision assembly plants in the micro area and technologies for the manufacture of opto-electronic modules and micro-optical components.

The AIM company Rohwedder Micro Assembly GmbH achieved growth in line with expectations in the 2013 financial year. New order intake fell slightly due to normal volatility in the awarding of new orders, but was satisfactory overall. By contrast, revenue reported a marked year-on-year growth, due to both larger orders from existing customers and an expansion of the customer base.

Rohwedder Macro Assembly GmbH registered a moderate business trend in 2013. New order intake was down yearon-year due to an irregular awarding of orders in the sector. Revenue nevertheless reached the previous year's level, in line with expectations. In the year under review, the company won a major project to construct a gearbox line for an international automotive supplier in France. It also produced a technically demanding packaging line for a medical technology customer in Germany. This plant offers significantly higher flexibility – e. g. in terms of product changes – thereby representing an innovative development.

ELWEMA Automotive GmbH reported overall positive developments in the reporting year. New order intake was satisfactory, and revenue reached the previous year's level, thereby coming in slightly ahead of budget. Among other projects, the company implemented a major project for a renowned German automotive manufacturer in 2013, and

GROUP MANAGEMENT REPORT

integrated a cleaning, inspection and assembly system in a new engine plant in Poland.

Following its inception in mid-2012, AIM Micro Systems GmbH continued to concentrate on establishing its technological competencies, as well as on sales and marketing. The company passed a validation process at one customer in the medical technology sector, before going on to generate sales revenue with this customer in the second half of the year.

bdtronic Group

bdtronic is one of the world's leading providers of dosing and metering technology systems. The company has also developed itself into a system-provider of assembly and production automation that focuses on electronic components. Along with the automotive industry, its customers include electronics and electrical goods producers, filter manufacturers and medical technology companies, among others.

Overall, the bdtronic Group registered satisfactory developments in 2013. Activities continued to focus on dosing and metering technology.

IWM Automation Group

As a specialist for custom-built production systems, IWM Automation develops and produces high-quality manufacturing and assembly plants. IWM's system solutions are deployed particularly in the automotive industry.

IWM Automation registered a positive trend in 2013, reporting growth in both new order intake and revenue. The company reached a new order book position record at the year-end.

In the year under review, it continued to receive large orders from the automotive sector. These particularly included two technologically high-end orders for systems manufacturing car seat adjustment mechanisms, with an option to construct a third plant. The customers were two renowned automotive supply companies. With these major orders, IWM Automation expanded its customer base, and is now active for the world's four largest car seat manufacturers.

NSM Magnettechnik Group

NSM Magnettechnik is a technologically leading systemprovider of handling and conveying systems for metals. The company designs, manufactures, assembles and maintains plants that automate materials flows. The company focuses chiefly on the customer segments of automotive manufacturers and suppliers, the manufacturing of cans and lids, filling systems, and the machine tools industry.

NSM Magnettechnik registered a good trend in the 2013 financial year. Although new order intake decreased, the previous year's high comparative base due to the winning of two major projects needs to be taken into account. The main highlights in the year under review comprise two projects from an internationally renowned automotive supplier to build upstream and downstream complex transport systems for press plants.

Mess- und Regeltechnik Jücker

As an internationally-operating specialist provider in the software and controls technology area, Mess- und Regeltechnik Jücker has positioned itself as a systems integrator and controls supplier for complex automation processes. Along with other M.A.X. Group's companies, its customers particularly include companies from the automotive industry, as well as from the environmental, iron and steel, cement and chemical sectors.

Jücker reported an overall positive trend in 2013.

EUROROLL

EUROROLL ranks as one of the leading suppliers of unpowered roller conveyor systems, especially for systems mainly used in warehousing and conveying technology. The company supplies international customers predominantly in the logistics sector, but also the food manufacturing sector, pharmaceuticals, books and pharmaceutical wholesalers, the automotive industry, as well as chemicals companies.

EUROROLL reported overall satisfactory growth in 2013. Although new order intake was down year-on-year, it should be noted that record levels were achieved in 2012 due to several major orders.

2.10.2. Environmental Technology segment

In its Environmental Technology segment, the M.A.X. Automation Group develops and produces complex automation solutions for the processing and recycling of raw and waste materials, especially for recycling materials back into the industrial cycle, or producing substitute fuels. The products and services enable companies to comply with emission reduction requirements that are becoming increasingly stringent worldwide. Both components and systems solutions are always adjusted to customers' individual wishes and requirements in this context.

In its Environmental Technology core segment, the M.A.X. Automation Group operates through its Vecoplan Group and altmayerBTD GmbH & Co. KG. As a result of the receipt of large orders, the further development of Vecoplan to become an international system provider exerted positive effects on segment new order intake. At the same time, this business is characterized by high volatility in terms of the awarding of orders, and therefore a low level of planning security as a components business. As a consequence, in the year under review Vecoplan continued to focus on developing and building individual components.

Environmental Technology segment key figures

The consolidated new order intake of the M.A.X. Automation Group in its Environmental Technology segment amounted to EUR 122.0 million in the 2013 financial year, reflecting 6.6 % growth compared with the previous year's EUR 114.5 million. Segment revenue totaled EUR 122.5 million, down 1.0 % compared with the previous year (EUR 123.7 million). The export share rose to 71.5 % (2012: 67.5 %).

Segment operating profit (EBIT) before depreciation and amortization from purchase price allocations stood at EUR 3.8 million in the year under review, compared with EUR 2.6 million in 2012 (+46.9 %).

The M.A.X. Automation Group employed an average of 529 employees in the Environmental Technology segment last year (excluding trainees). This represents an increase of 12 individuals compared with the previous year (517 employees). This growth is attributable to the expansion of European sales and marketing activities at the Vecoplan Group.

Environmental Technology segment key figures

	2013 In EUR mill.	2012 In EUR mill.	Change
New order intake	122.0	114.5	+6.6%
Order book position	28.6	29.5	–2.8%
Segment revenue	122.5	123.7	–1.0%
– of which from abroad	87.6	83.5	+4.9%
Segment result	3.8	2.6	+46.9%
Employees* (number)	529	517	+2.3%

* Annual average excluding trainees

GROUP MANAGEMENT REPORT

Vecoplan Group

The Vecoplan Group is a globally leading provider of innovative and resource-conserving systems and components for the processing of wood and waste in the manufacturing and recycling industries. The company is a specialist in the shredding and processing of primary and secondary raw materials, and develops stationary machines and plants. In this context, Vecoplan ranks as a technology leader in certain areas. The company operates subsidiaries in the USA and Europe, as well as numerous sales and service locations worldwide. Its customers include the international forestry and paper industry, recycling companies, as well as the plastics and cement industries, among others.

Overall, the Vecoplan Group registered positive business trends in 2013. Revenue and earnings grew year-on-year. In 2012, expenses to further develop the system business burdened earnings.

The wood processing area showed dynamic growth. For example, Vecoplan received an order to produce significant technology for a wood pellet manufacturing system in the US state of Louisiana. This represents the largest order in the company's history and is also a follow-up order. In the previous year, Vecoplan had already delivered technology for a similar system in Texas.

Having expanded its portfolio in the waste processing area in the previous year through the development of aluminum shredding machines, the company won its first orders for corresponding systems. Although below expectations, the household and commercial waste processing area reported a positive trend in which sales and marketing for systems and individual machines were bolstered.

altmayerBTD

altmayerBTD designs, develops and sells systems for the storage and conveying of explosive bulk materials. The company also manufactures specialist plants for flue gas cleaning to reduce dioxin, furan and sulfur emissions. altmayerBTD is also one of Europe's leading producers of tanks and containers whose product range spans brown coal dust silos, heated and drinking water systems, and buffer storage systems. Among other applications, altmayerBTD's systems are used in the chemicals industry, in food manufacturing companies, plastics and cement industry companies, in power plants and steelworks, utilities, as well as in the solar sector.

altmayerBTD reported a trend in line with expectations in 2013. The company successively gradually optimized its production processes at its Dettenhausen site in the year under review, boosting productivity as part of a shift away from standard containers towards special solutions. A new production plant was commissioned in Dettenhausen in the year under review for the high-growth area of small volume containers such as buffer storage facilities. As in previous years, business progress was affected by the debates revolving around the new energy policy direction in Germany ("Energiewende"). For example, the market for coal-fired power plants has almost dried up due to Germany's orientation to renewable energy sources.

2.11. Changes in financial performance indicators

The financial performance indicators of the M.A.X. Automation Group were significantly impacted by the consolidation of the AIM Group in 2013.

The changes in these financial performance indicators are as follows:

	2013 In EUR mill.	2012 In EUR mill.	Change
New order intake	248.3	265.1	–6.4%
Order book position	157.5	117.0	+34.7%
Revenue	270.1	244.3	+10.6%
EBIT before PPA	18.2	14.1	+29.4%
EBIT after PPA	17.0	13.5	+26.3%
Return on sales before PPA	6.7%	5.7%	+1.0% Points
Equity ratio	32.3%	44.3%	–12.0% Points
Net debt	–64.1	–6.7	– –
Workforce at year-end*	1,647	1,251	+31.7%
of which trainees*	151	108	+36.8%
Year-average workforce*	1,322	1,207	+9.5%
of which trainees*	104	89	+16.9%

* Number

Non-financial performance indicators are not utilized for internal Group steering. For the forecast horizon, primary recourse is made to relevant indicators from the statement of comprehensive income.

3. M.A.X. Automation AG

The annual financial statements of M.A.X. Automation AG are prepared according to the provisions of the German Commercial Code (HGB). Due to the relationships between the figures, the net assets, financial position and results of operations of M.A.X. Automation AG are presented in thousands of euros (TEUR), and not in millions of euros.

3.1. Results of operations and application of earnings

The results of operations of M.A.X. Automation AG depend to a high degree on the trend in its subsidiaries' earnings. Domination and profit transfer agreements were concluded in 2008 with four Industrial Automation subsidiaries. Dividend payments from the other participating interest to the holding company occur depending on their results, and take the subsidiaries' future investment requirements into account.

Section 2.10 (Segment reporting) describes the trends in the subsidiaries' results of operations.

In the 2013 financial year, M.A.X. Automation AG reports TEUR 12,279 of income from participating interests (previous year: TEUR 9,159), arising from the subsidiaries' dividend distributions and profit transfers.

Other operating income stood at TEUR 534 (previous year: TEUR 467), comprising mainly Group charges to the subsidiaries. A write-up of TEUR 2,050 was applied to the participating interest in altmayerBTD in the year under review.

Compared with the previous year, the net interest result depreciated from TEUR -136 to TEUR -466. This includes mainly expenses arising from the interest applied to tax arrears resulting from the external tax audits for the years 2001 to 2008.

The company reports a result from ordinary activities of TEUR 11,794, compared with TEUR 7,360 in the previous year. The tax expense amounts to TEUR 2,081 (previous year: TEUR 1,346).

The net income for the year stands at TEUR 9,713 (previous year: TEUR 6,014). An amount of TEUR 4,019 was paid out in dividends from the previous year's unappropriated retained earnings.

GROUP MANAGEMENT REPORT

The Management and Supervisory boards propose distributing a dividend of 0.15 euro per share for the 2013 financial year from the unappropriated retained earnings.

3.2. Net assets and financial position

The total assets of M.A.X. Automation AG amounted to TEUR 122,403 on the December 31, 2013 balance sheet date. This represents an increase of TEUR 37,467 compared with the previous year's balance sheet date (TEUR 84,936).

Interests in associated companies increased from TEUR 61,888 to TEUR 99,457 due to both the acquisition of AIM – Assembly in Motion GmbH and the write-up to the participating interest in altmayerBTD, amounting to TEUR 2,050. Receivables and other assets registered a slight rise from TEUR 18,022 to TEUR 19,208. Cash and cash equivalents stood at TEUR 3,624 (previous year: TEUR 4,921).

M.A.X. Automation AG reports TEUR 73,937 of equity as of December 31, 2013 (previous year: TEUR 68,244). The equity ratio fell to 60.4 % (December 31, 2012: 80.4 %) due to the acquisition of AIM – Assembly in Motion GmbH and the related increase in the syndicated loan.

Bank borrowings increased from TEUR 13,217 in the previous year to TEUR 46,065 as of December 31, 2013. This amount includes the aforementioned syndicated loan in an amount of TEUR 46,000.

The net assets, financial position and results of operations of M.A.X. Automation AG are in an orderly condition.

4. Investments

The M.A.X. Automation Group invested EUR 36.6 million in noncurrent assets in 2013, compared with EUR 10.0 million in 2012. Significant expenditures included the acquisition of the AIM

Group, costs for the construction of a new production plant at altmayerBTD, and investments in technical plant and machinery for bdtronic and Vecoplan.

Section 6.5 of the notes to the consolidated financial statements includes more information about segment investments.

5. Personnel report

The M.A.X. Automation Group workforce grew in 2013, primarily as a consequence of the acquisition of the AIM Group. Overall, the subsidiaries – as in previous years – continued to pursue their policy of hiring on a measured basis, and only after exhausting other options to cover higher demand.

The Group employed a total of 1,647 staff, including trainees, as of the December 31, 2013 balance sheet date (previous year: 1,251 staff; +31.7 %). Of these, 392 individuals were attributable to the AIM Group companies. The number of individuals employed in the year under review, including trainees, grew by 115 to 1,322 employees (2012: 1,207 individuals; +9.5 %).

The M.A.X. Automation Group endeavors to offer attractive further development prospects to well-trained and motivated staff. High training standards, as well as the promotion and long-term loyalization of committed employees, form central components of personnel policy across the Group.

6. Environmental protection

For the M.A.X. Automation Group, environmental protection, and with it resource conservation, forms a fixed component of all subsidiaries' corporate cultures. For this reason, the subsidiaries are strongly committed to fully adhering to all statutory environmental regulations on the markets in which they operate at all times. The constant development of internal environmental

protection standards also take high priority, for example in the areas of waste avoidance and disposal, emission protection, noise control and the sparing utilization of resources.

The M.A.X. Automation Group continued to pay particular attention to the prudent utilization of resources in 2013. The operating activities of the M.A.X. Automation Group continued to place no extraordinary burdens on the environment in the year under review.

7. Report on events after the balance sheet date

No events of significance occurred after the end of the reporting period affecting the M.A.X. Automation Group's net assets, financial position or results of operations.

8. Disclosures pursuant to Section 315 (4) and Section 289 (4) of the German Commercial Code (HGB) (also: Explanatory Report of the Management Board pursuant to Section 176 (1) Clause 1 of the German Stock Corporation Act [AktG])

Pursuant to Section 315 (4) of the German Commercial Code (HGB), parent companies that are stock exchange-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 equities are listed on an organized market in the meaning of Section 2 (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.

Pursuant to Section 176 (1) Clause 1 of the German Stock Corporation Act (AktG), the Management Board is also obligated to present an explanatory report relating to the disclosures to the Shareholders' General Meeting. The disclosures pursuant to Section 315 (4) and Section 289 (4) of the German Commercial Code (HGB) are summarized below together with the related explanations pursuant to Section 176 (1) Clause 1 of the German Stock Corporation Act (AktG).

a) Composition of subscribed capital

The subscribed capital of M.A.X. Automation AG of EUR 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. No differing classes of equity exist. One ordinary share has a notional share in the issued capital of EUR 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, one direct or indirect investment in the issued share capital of M.A.X. Automation AG exists that exceeds 10 % of the voting rights. This relates to Günther Holding GmbH, Hamburg, which holds 29.9 % of the shares in M.A.X. Automation AG (status as of December 31, 2013). 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 Section 160 (1) No. 8 of the German Stock Corporation Act (AktG)".

GROUP MANAGEMENT REPORT

d) Shares with special rights

No shares exist with special rights granting authorizations 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 M.A.X. Automation AG consists of one or several persons, irrespective of the level of share capital. Pursuant to the articles of incorporation, the Supervisory Board determines the number of Management Board members. Management Board members are nominated and recalled pursuant to the statutory provisions of Sections 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 Section 179 (2) of the German Stock Corporation Act (AktG) and pursuant to Section 17 (1) of the articles of incorporation, modifications to the articles of incorporation of M.A.X. 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 authorized to make modifications to the articles of incorporation that relate solely to wording. In all other matters, the statutory provisions of Sections 179 and 133 of the German Stock Corporation Act (AktG) apply.

g) Authorizations of the Management Board to issue shares and profit-sharing rights

The Management Board is authorized, with Supervisory Board assent, to increase the company's share capital in the period until June 9, 2015, once or on several occasions, by a total of up to EUR 6,698,000.00 through issuing new voting-entitled ordinary bearer shares against cash capital contributions ("Approved Capital I").

The Management Board is also authorized, with Supervisory Board assent, to determine the start of dividend-entitlement that diverges from the law, as well as to determine further specifics of a capital increase and its implementation, especially the issue amount, and the consideration to be rendered for the new shares, as well as the granting of subscription rights by way of indirect subscription rights pursuant to Section 186 (5) of the German Stock Corporation Act (AktG).

The Management Board is also authorized, with Supervisory Board assent, to increase the company's share capital in the period until June 9, 2015, once or on several occasions, by a total of up to EUR 5,330,000.00 through issuing new voting-entitled ordinary bearer shares ("Approved Capital II"). The capital increases can be against cash and/or non-cash capital contributions.

The Management Board is also authorized, with the approval of the Supervisory Board, to exclude statutory shareholder subscription rights especially in the following instances:

• for residual amounts arising as a result of the subscription ratio;
• for a capital increase entailing non-cash capital contributions for the acquisition of companies or stakes in companies (also if a purchase price component is paid in cash along with the shares), 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 this authorization becomes effective, and at the time of the exercise of this authorization, 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 authorization of the Shareholders' General Meeting pursuant to Section 71 (1) No. 8 of the German Stock Corporation Act (AktG) during the period of effectiveness of the authorization, and which are sold pursuant to Sections 71 (1) No. 8, 186 (3) Clause 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.

The Management Board is also authorized, with Supervisory Board assent, to determine the start of dividend-entitlement that diverges from the law, as well as to determine further specifics of a capital increase and its implementation, especially the issue amount, and the consideration to be rendered for the new shares, as well as the granting of subscription rights by way of indirect subscription rights pursuant to Section 186 (5) of the German Stock Corporation Act (AktG).

The Management Board is authorized, with Supervisory Board assent, to issue profit-sharing rights until June 19, 2016, once or on several occasions. The total nominal amount of the profit-sharing right may not exceed EUR 25,000,000.00. Besides in euros, the profit-sharing rights can also be issued in the legal currency of an OECD country, albeit restricted to the corresponding euro consideration.

The profit-sharing rights must be offered to shareholders for subscription. They can also be transferred to a bank or a banking syndicate with the obligation that they be offered to shareholders for subscription.

The Management Board is nevertheless authorized, with Supervisory Board assent, to exclude residual amounts from shareholders' subscription rights, which arise due to the subscription ratio. The Management Board is also authorized, with Supervisory Board assent, to exclude shareholders' subscription rights in order to offer the profit-sharing rights to individual investors for subscription if the issue price is not significantly less than the profit-sharing rights' theoretical market value as calculated by recognized finance-mathematical methods, and if the profitsharing rights are only largely structured similarly to bonds, in other words, substantiating neither subscription nor conversion rights to M.A.X. Automation AG shares, nor granting an interest in liquidation proceeds, and the level of interest is not based on the level of the dividend.

The profit-sharing rights can wholly or partially carry variable interest based on the annual net profit or the unappropriated retained earnings, for example.

The Management Board is authorized, with Supervisory Board assent, to determine the further details of the issuing and terms of the profit-sharing rights, especially the issue price, denomination, term and the level of interest.

GROUP MANAGEMENT REPORT

The company has not utilized these authorizations to date.

h) Key company agreements with change-of-control clauses

M.A.X. Automation AG is currently involved as a borrower in a syndicated loan facility where a change of control would require the owed amounts to be repaid. A change of control presupposes that an individual or group of individuals acting jointly directly or indirectly acquires 50 % of the shares of voting rights in M.A.X. Automation AG; please refer to the information in section 4.2 (1) of the notes to the consolidated financial statements concerning the utilization of this loan. The company has been entered into no other significant agreements that are subject to a change of control condition arising from a takeover offer.

i) Compensation agreements for a change of control

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.

9. Corporate governance statement (Section 289a of the German Commercial Code [HGB])

With reference to the corporate governance statement required pursuant to Section 289a of the German Commercial Code (HGB), please refer to the version reproduced as part of the corporate governance report and the 2013 annual report, which is made available on the Internet at the link www.maxautomation.de/ investor-relations/corporate-governance/download-dokumente/.

10. Report on board members' compensation

10.1. Remuneration of the Supervisory Board

Supervisory Board remuneration consists of a fixed payment and a payment of EUR 300.00 per hour for time above and beyond six meeting days. Fixed remuneration for the Supervisory Board for the 2013 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. Section 6.10 of the notes to the consolidated financial statements presents the total compensation of the Supervisory Board.

10.2. Remuneration of the Management Board

The Management Board consisted of two individuals in the 2013 financial year.

Section 6.10 of the notes to the consolidated financial statements presents the compensation paid in the 2013 financial year to the Management Board members in office.

The compensation scheme of M.A.X. Automation AG is based on the principle orientation to performance and earnings, reflecting a corporate culture of performance and reward. The Management Board's total compensation comprises fixed and performancerelated components. Criteria for the appropriateness of compensation include, in particular, the tasks and responsibilities incumbent upon the Management Board member, his or her personal performance, the economic situation, the company's success, profitability and future prospects taking into account the market environment and the standard nature of the level of compensation and the compensation structure measured against the wage and salary structure within the company, as well as other companies of comparable dimension and sector. The compensation structure is based on sustainable corporate development. The variable compensation components included in the Management Board employment contracts have also comprised a multi-year measurement basis since 2012, and contain regulations whereby an appropriate reduction of compensation is permissible if the company situation deteriorates to the extent that continued granting of compensation would be inappropriate. The Management Board compensation includes a cap. No stock options were granted.

The fixed compensation components consist of a fixed salary and benefits in kind, including a pension commitment for one Management Board member. The performance-based variable compensation is based on the consolidated net income for the year, in other words, consolidated earnings after tax.

The Management Board members' employment contracts include no commitments for the instance of the early termination of Management Board activity, and for the instance of the termination of Management Board activity due to a change of control.

11. Risk report

11.1. Risk management and internal controlling system

Along with the timely identification and management of risk, the management of opportunities and risks within the M.A.X. Automation Group also serves the targeted appraisal and realization 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 as early as the year 2000 within the M.A.X. Automation Group that complies with the German 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 the holding company as well as at its subsidiaries. The risk management system was fundamentally reviewed in 2009, and its processes were optimized further in 2011. The changes were explained to the subsidiaries through training sessions.

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 jeopardize 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 identified, 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 system is completed by a list of potential risk examples, as well as 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 reports are relayed by data transfer.

The reporting system represents a key component of the internal controlling system, which M.A.X. Automation AG constantly further develops as part of value-oriented reporting.

M.A.X. Automation AG's accounting handbook has been made accessible to all companies in order to ensure that accounting relating topics are treated and measured on a uniform basis. The accounting handbook is updated regularly.

M.A.X. Automation has worked on a standard basis with LucaNet consolidation software since mid-2008, which is also utilized to prepare the medium-term planning across the Group.

Business progress for the last relevant month and for the current financial year is reported on a monthly basis to the parent company. This process is supplemented on a quarterly basis by rolling quarterly planning. All reports undergo a critical target/ actual analysis. An additional management report comments on deviations from the budget, provides information about measures

GROUP MANAGEMENT REPORT

designed to meet the budget, progress during the current reporting month, and other significant key topics such as market and 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 pursuant to IFRS 7. This reporting occurs in a half-yearly cycle.

The Management Board also conducts regular conversations with the subsidiaries' board members and managing directors, 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 subsidiaries present the progress of business at the end of each financial year, and explain ongoing corporate strategy. Three-year budgets for business development and investments form the basis of the meetings.

The creation of a new controlling concept was launched in 2011, which supports the subsidiaries' management teams in implementing Group objectives. The new controlling concept was implemented across the Group in 2012. The primary aim of M.A.X. Automation AG is the profitable further development of its individual subsidiaries while also efficiently deploying capital.

A standard contracts handbook for all subsidiaries was developed in 2012.

Meetings between operational managing directors and the Management and Supervisory boards are also held regularly with the aim of discussing Group-relevant topics such as the utilization of synergies, and operational business management measures.

The rules of internal procedure of the subsidiaries, or relevant management employment contracts, set out the rules of business. These require the approval of the Management Board of M.A.X. Automation AG. Managers supervise the individual functional areas in the subsidiaries. Our auditors also regularly audit the internal controlling system within our companies.

By way of conclusion, it should be noted that neither the risk management system nor the internal controlling system can provide absolute security: even when utilized with the requisite care, the installation of appropriate systems can be generally prone to error.

The AIM Group will be included in the risk management system during the 2014 financial year.

11.2. Risks

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

• Economic risks: Experts believe that global economic growth will gather momentum in 2014. In this context, significant growth impulses will not derive from emerging economies, but instead from industrialized countries, reflecting private households' improved asset positions and some countries' expansive monetary policies. Sector prospects are also positive in mechanical engineering, in the waste and recycling technology industry, and in medical technology.

Given rising demand on global markets, securing materials availability and materials prices for the subsidiaries will gain significance. Higher input prices could result in lower margins. Bottlenecks at suppliers could feed through to missed deadlines and contractual penalties.

A weakening of sector growth – which is not anticipated – and particularly over a longer period, could nevertheless negatively affect the order book positions of the M.A.X. Automation AG subsidiaries. In this context, waning demand for the subsidiaries' products and services would exert a negative impact on the profitability of M.A.X. Automation AG and the Group.

• Currency and interest rate risks: Exchange-rate risks require attention with respect to business operations in the US, and the tapping of new markets outside the Eurozone. At the individual subsidiaries, currency risk is calculated using a regularly adjusted rolling forecast of foreign-currency inflows and outflows. Forward foreign-exchange sales and interest-rate caps are used to hedge currency and interest-rate risks. Market-price risks may result from forward foreign-exchange sales if the related agreements require that currencies be sold on the settlement date at a rate below the spot market rate. Counterparty default risk is limited by the fact that transactions are concluded exclusively with renowned banks. The SoFFin (Sonderfonds Finanzmarktstabilisierung – Special Financial Market Stabilization Funds), which the German Federal Government renewed at the time of the European state debt crisis at the end of 2011, and extended until the end of 2014, additionally limits German banks' default risk. Market liquidity risks are limited to the extent that transactions are agreed exclusively on normal market terms.
• Personnel risks: M.A.X. Automation AG and its subsidiaries require qualified technical and managerial staff in order to realize their strategic and operating objectives. Qualified industrial education and further training are intended to secure employees' specialist expertise. Variable remuneration components that are measured against our profitability are intended to promote entrepreneurial thinking and activity on the part of our staff.

Recruiting qualified personnel has become increasingly difficult given the global market environment for mechanical and plant

engineering, which is expected to be beneficial in 2014, and the rising complexity of projects. For this reason, the M.A.X. Automation Group companies not only focus on training and developing their own staff, but also on exchanging know-how within the Group.

• Loss and liability risks: We aim to limit financial effects for the M.A.X. Automation Group by taking out insurance policies. In the case of complex and expensive projects, the subsidiaries are contractually obligated to limit risks arising from guarantees, product liability, and supplier delays.
• Market risks: The risk exists at all M.A.X. Automation AG subsidiaries that key customers are lost from the client base, that technology is no longer required by the market, erroneous estimates are utilized for major projects, delays occur, or competitors adopt an aggressive approach to the market. The risk also exists that customers refuse to accept products, or that competitors challenge existing patents or industrial property rights. These risks may have negative effects on the future success of the affiliated companies. The Group minimizes market risks through intensive observation of the market, comprehensive project controlling, and close communication with customers.
• Financing and liquidity risks: The failure to abide by covenants restrictions may lead to banks cancelling credit facilities or raising interest rates.

Not all subsidiaries complied with covenants agreed with the Group's lending banks in 2013. The banks were informed of this rapidly. The company is not aware of any negative effects on the provision of lending, and such negative effects are also not anticipated currently.

Counterparty default risk is limited by the fact that banking transactions are concluded exclusively with renowned German banks.

GROUP MANAGEMENT REPORT

Given some Western states' high level of indebtedness, and the continued poor condition of banks' balance sheets, however, it cannot be excluded that more restrictive bank lending policies might 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. The Management Board currently identifies no indications of such a trend, however.

Besides the risks mentioned in the risk report, there are no further identifiable risks, either individually or in combination, that might jeopardize the Group and M.A.X. Automation AG as going concerns.

As part of auditing the 2013 annual financial statements, the auditor examined the risk management system of the parent company and the Group. It arrived at the conclusion that the system is appropriate to comply with statutory risk management requirements.

11.3. Risk report on the deployment of financial instruments Section 6.3 of the notes of the consolidated financial statements includes a report on financial risks.

11.4. Explanatory report of the M.A.X. Automation AG Management Board concerning disclosures pursuant to Section 315 (2) No. 5 and Section 289 (5) of the German Commercial Code (HGB)

Legal background

The German Accounting Law Modernization Act (BilMoG), which came into force on May 29, 2009, modified i.a. Sections 289, 315 of the German Commercial Code (HGB) as well as Sections 120, 175 of the German Stock Corporation Act (AktG). Accordingly, the Management Board must present to the Shareholders' General Meeting a written report concerning, among other things, the newly introduced mandatory disclosures in the management report pursuant to Section 289 (5) of the German Commercial Code (HGB), respectively in the Group management report pursuant to Section 315 (2) No. 5 of the German Commercial Code (HGB), regarding the internal controlling and risk management system with respect to the financial accounting process, respectively Group financial accounting process.

As the result of the subsequent German Shareholder Rights Guidelines Implementation Act (ARUG), the legislator bundled requirements relating to the issuing of explanatory reports in to Section 176 (1) of the German Stock Corporation Act (AktG), and deleted the previous regulations in Section 120 (3) Clause 2, 175 (2) Clause 1 of the German Stock Corporation Act (AktG). In this context, however, the reference to Section 289 (5) of the German Commercial Code (HGB), which was added by the German Accounting Law Modernization Act (BilMoG), and which concerns disclosures in the management report relating to the internal controlling and risk management system with respect to the financial accounting process, was not adopted. It has not been conclusively clarified whether this relates to a straightforward editorial oversight, and whether, as a consequence, an explanatory report relating to the disclosures pursuant to Section 289 (5) of the German Commercial Code (HGB) (and also relating to Section 315 (2) No. 5 of the HGB) is also required after the coming into force of the German Shareholder Rights Guidelines Implementation Act (ARUG). By way of precaution, the M.A.X. Automation AG Management Board has decided to produce such a report for the financial year elapsed.

Subject of the report

According to the explanatory memorandum for the German Accounting Law Modernization Act (BilMoG), the internal controlling system comprises the principles, procedures and measures to safeguard financial accounting efficacy, proper financial accounting, and compliance with relevant legal regulations. This also includes the internal controlling system to the extent that it relates to accounting.

As part of the internal controlling system, the risk management system with respect to the financial accounting process, as above, relates to accounting controlling and supervisory processes, particularly in the case of balance sheet items reporting the company's risk cover.

Key characteristics of the internal controlling system and risk management system with respect to the financial accounting process

The key characteristics of the internal controlling system and risk management system at M.A.X. Automation AG with respect to the (Group) financial accounting process may be described as follows:

• The M.A.X. Automation Group is distinguished by clear organizational, corporate, and controlling and supervisory structures.
• Group-wide coordinated planning, reporting, controlling, as well as early warning systems and processes exist in order to analyze and manage earnings-relevant risk factors and goingconcern risks on a uniform basis.
• Functions in all accounting process areas (e.g. financial accounting bookkeeping and controlling) are clearly allocated.
• The IT systems deployed for accounting purposes are protected against unauthorized access.
• Recourse is primarily made to standard software in the financial systems utilized.
• An adequate set of internal guidelines has been established (including a set of Group-wide risk management guidelines and an accounting handbook), which are adapted as required.

• Departments involved in the financial accounting process comply with quantitative and qualitative requirements.

• Key accounting-related processes are subject to regular analytical audits. The existing Group-wide risk management system is constantly adapted to current developments and checked with respect to functionality. The auditor, Ebner Stolz GmbH & Co. KG, Wirtschaftsprüfungsgesellschaft, Steuerberatungsgesellschaft, Hanover, examined the system as part of the audit of the consolidated financial statements.

• The Supervisory Board regularly concerns itself with risk management questions.

Explanatory report relating to key characteristics of the internal controlling system and risk management system with respect to the financial accounting process

The internal controlling and risk management system relating to the financial accounting process, whose key characteristics have been described above, ensures that corporate matters are reported, prepared and appraised correctly in accounting terms, and are transferred on such a basis to the external accounting function.

The clear organizational, corporate, and controlling and supervisory structures, as well as the qualified personnel and material structure of the accounting system, create the basis for efficient accounting work in the areas involved. Clear legal and internal regulations and guidelines ensure that the financial accounting process is standardized and proper. The clearly defined monitoring mechanisms within the areas engaged in accounting, and early risk identification by the risk management function, ensure coherent accounting.

The internal controlling and risk management system of M.A.X. Automation AG ensures that accounting at M.A.X. Automation AG and at all companies included in the consolidated financial statements is standardized, and complies with legal and statutory regulations, as well as internal guidelines. In particular,

GROUP MANAGEMENT REPORT

the Group-standard risk management system, which complies entirely with statutory requirements, has the task of identifying risks at an early juncture, of measuring them, and of communicating them appropriately. This allows appropriate, relevant and reliable information to be provided promptly to the relevant addressees.

12. Opportunities

The M.A.X. Automation Group identifies numerous opportunities in both of its segments of Industrial Automation and Environmental Technology in 2014 and following years. This appraisal is based on the conviction of being strategically and technologically correctly positioned to benefit long-term from global trends. The subsidiaries operate in sustainable future growth markets, and are working constantly on the international expansion of their business activities. The Group opportunities profile has enlarged significantly through the acquisition of the AIM Group.

In the Industrial Automation segment, the M.A.X. Automation Group primarily identifies important business opportunities in the following areas:

• Global consumption growth: Demand for high-quality consumer goods is rising continuously, especially given dynamic economic growth in emerging economies. In order to serve this demand, industry needs efficient and cost-effective automation solutions that guarantee smooth and efficient manufacturing. The M.A.X. Automation Group supplies high-quality automation components and systems solutions to various sectors, and is consequently ideally positioned to continue to benefit from global consumption growth.
• Automotive industry solutions: The automotive industry is the by far most important target sector for the subsidiaries of M.A.X. Automation AG in its Industrial Automation segment. The number

of new vehicle registrations is set to grow further in 2014, according to the German Automotive Industry Association (VDA). Given this development, many manufacturers plan extensive investments in their production capacities. The trend towards ever greater numbers of vehicle models with ever more individual equipment options is of great significance in this context. The M.A.X. Automation Group develops and produces high-quality components and systems solutions for important core automotive components, such as for manufacturing engines, gearboxes and steering equipment. Its modern systems also help automotive manufacturers to reach their demanding statutory CO2 reduction targets. Consequently, the Group ranks as an important partner to its customers, and is able to participate in the development of the automotive industry.

• Future market for medical technology: Numerous trends are driving the medical technology market, including rising life expectancy, growing healthcare awareness, special and individual treatment forms, and consequently growing demand for effective and intelligent products. These trends are not only affecting established industrialized countries, but increasingly also emerging and developing countries. The market in this context is characterized by high technological entry barriers, and mainly long-term and close collaboration with customers. The M.A.X. Automation Group identifies good long-term opportunities in this market area due to the expertise and renown of its new subsidiary Rohwedder Micro Assembly.
• Complex Components: In many sectors, products are becoming ever more technologically demanding and sophisticated, while performing additional functions. Demand for increasingly compact and effective components is growing in this context. The M.A.X. Automation Group mirrors this trend, enjoying good preconditions to serve its customers' rising demand for automation solutions in connection with miniaturization.

In the Environmental Technology segment, the M.A.X. Automation Group primarily sees important business opportunities in the following areas:

• Increasing climate and environmental protection initiatives and efforts: Public awareness, and consequently the importance, of climate protection, natural resource conservation, and waste recycling is growing worldwide. Efficient and up-to-date waste recycling solutions are required particularly due to growing consumption in emerging economies such as China, Brazil and India, and significantly larger waste volumes. The debate revolving around the "Energiewende", Germany's new energy policy direction, provides a current example of these trends. The M.A.X. Automation Group has operated in this area for many years, possessing extensive expertise in the development and production of components and systems solutions. It consequently identifies good opportunities to benefit from these trends in 2014 and beyond.
• Increasingly stringent environmental regulations: The need to protect the environment and process waste is underpinned by increasingly stringent regulations at regional, national and international level. For example, binding regulations in the European Union (EU) pursue the objective of slowing the climate-damaging greenhouse effect through a considerable reduction in carbon dioxide emissions. Such regulations also apply to the recycling industry: For instance, the German Closed Substance Cycle and Waste Management Act (KrW-/AbfG) requires a 65 % recycling rate for municipal waste by 2020. Renewable energies' share of primary energy consumption is also set to increase to 80 % by 2050. In North America, too, public awareness of environmental issues is rising, reflected in local authorities' zero waste programs, for example. Major challenges in the disposal and processing of waste are also anticipated for the growing cities in emerging economies. Accordingly, the M.A.X. Automation Group

perceives good long-term business prospects particularly in Europe, North America and Asia.

Both M.A.X. segments are closely interconnected as far as the aforementioned global trends are concerned, because constant consumption growth is resulting in a corresponding increase in global waste volumes and rising raw materials consumption. In turn, this necessitates ever more sparing utilization of finite raw materials, and efficient waste recycling procedures. The M.A.X. Automation Group covers both areas, and due to this particular market positioning identifies good prospects for successful business progress both this year and in the coming years.

The M.A.X. Automation Group continues to place a high priority on the further internationalization of its business, seeing special opportunities on the Asian market, as well as in North America.

13. Outlook

13.1. Economic environment

Experts believe that global economic growth will gather momentum in 2014. The International Monetary Fund (IMF) forecasts global growth of 3.7 % for the full year, for instance. The ifo Institute for Economic Research expects that, in contrast to the past five years, industrialized countries will provide the growth impulses rather than emerging economies. Here, an improvement in private household wealth and some countries' expansive monetary policies will feed through to economic recovery, according to the Institute. This nevertheless presupposes no re-escalation of the European state debt crisis. Economists identify further uncertainties for global economic growth due to the conflict between Ukraine and Russia over Crimea.

The economy in the Eurozone will continue its slow recovery. Although growth differs among its individual countries, a drop in imports and greater competitiveness are having a positive effect

GROUP MANAGEMENT REPORT

due to lower prices in some cases. The IMF consequently assumes 1.0 % economic growth, with the ifo Institute forecasting 0.7 %. With regard to China, the IMF anticipates 7.5 % economic output growth, and 2.8 % for the USA.

The German economy will continue to grow in 2014. The IMF forecasts 1.6 % growth, while the ifo Institute is a little more confident, and sees 1.9 % growth. The reasons cited by the economic experts include good income trends favoring private consumption, the continued upturn in the construction sector, and rising capital expenditure due to the expected export growth and favorable financing conditions. Production growth will result in accelerated job creation over the course of the year, according to these expectations.

13.2. Sector conditions

The German mechanical engineering sector takes an optimistic view of 2014 business trends. The German Engineering Federation (VDMA) expects production to grow by 3 % among its member companies. It assumes that the key growth drivers will emanate from the industrialized countries in Europe, where the VDMA sees the recession as having passed. The growth contribution from emerging economies will be minor by contrast. At the same time, the Chinese market, in particular, continues to present major sales potential for the sector.

The German automotive industry expects moderate growth on the global automotive market in 2014. The German Automotive Industry Association (VDA) forecasts an increase in new registrations of 3 % to 74.7 million vehicles. All relevant markets should develop positively according to this assessment, including the Western European market. A decline is forecast only for Japan.

The German waste and recycling technology sector identifies its prospects as good. According to the waste and recycling technology subgroup within the German Engineering Federation (VDMA), the internationalization of business is very important in this context: demand for technology is growing worldwide as an increasing number of megacities need to solve pressing waste disposal problems. At the same time, the sector is confronted by some challenges such as the recruitment of qualified staff.

Growth prospects for the global healthcare market are generally gauged as positive. The German Medical Technology Association (BVMed) cites several global trends as growth-drivers in this context, such as global population growth, better access by many people in emerging economies to medical care, rising selfmedication, and a general increase in life expectancy. The market is regarded as relatively stable, and less susceptible to economic fluctuations, which lends sector companies good long-term prospects. The BVMed forecasts annual growth rates of around 5 %.

13.3. Prospective Group business trends

From today's perspective, the Management Board is confident for the future development and growth of the M.A.X. Automation Group in 2014 and beyond. This assumption is nevertheless subject to the reservation that the current political risks within the European Union, including those described in section 13.1, do not escalate and do not negatively affect an economic trend that is expected to be more positive.

The Industrial Automation segment has been considerably bolstered by the acquisition of the AIM Group at the end of 2013, both in strategic and technological terms, and the business foundation has been expanded to include the medical technology area. Above and beyond this, the subsidiaries also command a very good market position among German automotive manufacturers. The integration of the AIM Group into the Industrial Automation segment will play a major role in 2014.

The Environmental Technology segment will cover both the established business with individual components and with complex systems solutions in the future, pursuing the objective of serving individual customer requirements through a balanced mix of both areas. The Management Board believes that this segment will perform better in 2014 than in the previous year.

Based on the current portfolio, the Management Board assumes the following for 2014:

• Group revenue in a range between EUR 360 million and EUR 380 million, and
• Group earnings before interest and tax (EBIT) before PPA depreciation and amortization in a range of between EUR 19 million and EUR 21 million. PPA depreciation and amortization is expected to amount to around EUR 3 million in 2014.

13.4. Perspective business trends for the parent company

The results of operations of M.A.X. Automation AG depend to a high degree on the trend in Group earnings. Based on the expected positive trend for the operating companies, the Management Board consequently assumes a slight year-on-year increase in income from participating interests in the 2014 financial year.

Düsseldorf, March 31, 2014

The Management Board:

Bernd Priske Fabian Spilker (Spokesman) Sources:

• BVMed, Sector presentation Medtech 2013, Status March 2013
• VDMA, press release, "VDMA Abfall- und Recyclingtechnik: Die Branche stemmt sich erfolgreich gegen die schwache Konjunktur" ("VDMA Waste and Recycling Technology: Sector Beats Weak Growth"), October 29, 2013
• VDA, Statement by Matthias Wissmann at VDA Annual Press Conference, December 3, 2013 • VDMA, press release, "Maschinenbau in Lauerstellung" ("Mechanical Engineering Sector in
• Wait and See Mode"), December 17, 2013 • Spectaris, Jahrbuch 2013/2014, Die Medizintechnikindustrie in Deutschland ("2013/2014 Annual Review, the Medical Technology Industry in Germany")

CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEET

of M.A.X. Automation AG, Düsseldorf, as of December 31, 2013

		31.12.2013	31.12.2012	01.01.2012
ASSETS	Notes	TEUR	TEUR	TEUR
Non-current assets
Intangible assets	(1)	13,343	5,310	4,256
Goodwill	(2)	48,238	29,277	27,810
Property, plant and equipment	(3)	38,969	36,241	34,438
Financial assets recognized according to the equity method	(4)	0	0	0
Other financial investments	(5)	919	557	361
Deferred tax	(6)	7,401	7,180	6,668
Other non-current assets	(7)	6,322	4,169	2,794
Total non-current assets		115,192	82,734	76,327
Current assets
Inventories	(8)	45,752	37,408	37,373
Trade receivables	(9)	98,379	53,372	49,216
Receivables due from related companies	(10)	905	199	811
Prepayments and accrued income, and other current assets	(11)	5,553	3,147	4,440
Cash and cash equivalents	(12)	26,310	22,765	16,745
Total current assets		176,899	116,891	108,585
Total assets		292,091	199,625	184,912

		31.12.2013	31.12.2012	01.01.2012
EQUITY AND LIABILITIES	Notes	TEUR	TEUR	TEUR
Equity
Subscribed capital	(13)	26,794	26,794	26,794
Capital reserves	(14)	3,055	3,055	3,055
Revenue reserve	(14)	15,755	11,259	11,993
Equity difference resulting from currency translation		–262	–131	–41
Unappropriated retained earnings	(15)	48,876	47,396	43,228
Total equity		94,218	88,373	85,029
Non-current liabilities
Liabilities arising from minority shareholder settlement claims	(16)	1,640	1,667	1,039
Non-current loans less current portion	(17)	53,998	22,619	8,701
Pension provisions	(18)	814	715	646
Other provisions	(24)	1,813	1,714	2,182
Deferred tax	(6)	16,203	12,626	10,444
Other non-current liabilities	(17)	1,284	1,289	48
Total non-current liabilities		75,752	40,630	23,060
Current liabilities
Trade payables	(19)	50,916	43,515	32,310
Current loans and current portion of non-current loans	(20)	36,461	6,883	22,795
Liabilities to related companies	(21)	57	29	28
Current liabilities arising from minority shareholder settlement claims	(16)	0	33	719
Other current financial liabilities	(22)	15,143	7,594	8,101
Income tax provisions and liabilities	(23)	3,351	2,462	1,534
Other provisions	(24)	13,072	8,418	10,392
Other current liabilities	(25)	3,121	1,688	944
Total current liabilities		122,121	70,622	76,823
Total equity and liabilities		292,091	199,625	184,912

The attached Notes form an integral component of the consolidated financial statements.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

of M.A.X. Automation AG, Düsseldorf, for the 2013 financial year

		2013	2012
	Notes	TEUR	TEUR
Revenue	(26)	270,100	244,317
Change in finished goods and work in progress		453	1,422
Work performed by the company and capitalized		937	1,375
Total output		271,490	247,114
Other operating revenue	(27)	4,851	4,985
Materials expenses	(28)	–137,578	–130,167
Personnel expense	(29)	–77,353	–69,233
Depreciation and amortization	(30)	–5,091	–4,553
Other operating expenses	(31)	–38,138	–34,092
Operating profit		18,181	14,054
PPA depreciation and amortization		–1,153	–566
Operating profit after PPA depreciation and amortization		17,028	13,488
Miscellaneous investment income		0	0
Net interest result	(32)	–1,930	–1,526
Other financial profit/loss	(33)	–404	333
Earnings before tax		14,694	12,295
Income tax	(34)	–4,345	–3,867
Net income		10,349	8,428
Other comprehensive income that is never recycled to the income statement
Actuarial gains and losses on employee benefits	(18)	–81	–64
Income taxes on actuarial gains and losses		25	19
Change in settlement obligations to minority shareholders	(16)	–298	–930
		–354	–975
Other comprehensive income that can be recycled to the income statement
Change arising from currency translation		–131	–90
Total comprehensive income		9,864	7,363
Earnings per share (diluted and undiluted) in EUR	(35)	0.39	0.31

The attached Notes form an integral component of the consolidated financial statements.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

of M.A.X. Automation AG, Düsseldorf, for the 2013 financial year

	Subscribed	Capital	Revenue	Currency translation	Unappropria ted retained
	capital	reserves	reserve	difference	earnings	Total
	TEUR	TEUR	TEUR	TEUR	TEUR	TEUR
As of January 1, 2012 (as reported)	26,794	3,055	11,929	–41	43,292	85,029
As of January 1, 2012 (corrected)	26,794	3,055	11,993	–41	43,228	85,029
Dividend payments	0	0	0	0	–4,019	–4,019
Transfer to retained earnings	0	0	241	0	–241	0
Total comprehensive income Der beigefügte Anhang (notes) ist integraler Bestandteil des Konzernabschlusses.	0	0	–975	–90	8,428	7,363
As of December 31, 2012	26,794	3,055	11,259	–131	47,396	88,373
As of January 1, 2013	26,794	3,055	11,259	–131	47,396	88,373
Dividend payments	0	0	0	0	–4,019	–4,019
Transfer to retained earnings	0	0	4,850	0	–4,850	0
Total comprehensive income	0	0	–354	–131	10,349	9,864
As of December 31, 2013	26,794	3,055	15,755	–262	48,876	94,218

The attached Notes form an integral component of the consolidated financial statements.

CONSOLIDATED STATEMENT OF CASH FLOWS

of M.A.X. Automation AG, Düsseldorf, for the 2013 financial year

		01.01.–31.12.2013 TEUR	01.01.–31.12.2012 TEUR
1.	Cash flow from operating activities
	Consolidated net income for the year	10,349	8,428
	Adjustments relating to the reconciliation of consolidated net income for the year to cash flow from operating activities
	Amortization	2,062	1,310
	Depreciation/impairment of property, plant and equipment	4,182	3,809
	Amortization/impairment of financial assets	0	0
	Profit (–) loss (+) arising from the disposal of property, plant and equipment and intangible assets	–162	–221
	Deferred tax changes carried through P&L	694	1,379
	Other non-cash expenses (+) and income (–)	–769	335
	Changes in assets and liabilities
	Increase (–) decrease (+) in other non-current assets	22	24
	Increase (–) decrease (+) in inventories	4,309	–165
	Increase (–) decrease (+) in trade receivables	3,889	–3,442
	Increase (–) decrease (+) in receivables due from related companies	–706	612
	Increase (–) decrease (+) in prepayments, accrued income and other assets	–161	1,317
	Increase (+) decrease (–) in pension provisions	99	69
	Increase (+) decrease (–) in other provisions and liabilities	5,166	–3,360
	Increase (+) decrease (–) in trade payables	–7,073	11,149
	Increase (+) decrease (–) in liabilities to related companies	–28	1
	Increase (+) decrease (–) in liabilities and provisions arising from income taxes	168	740
=	Cash flow from operating activities	22,041	21,985
2.	Cash flow from investing activites
	Outgoing payments for investments in intangible assets	–969	–853
	Outgoing payments for investments in property, plant and equipment	–4,854	–5,838
	Outgoing payments for investments in financial assets	–43	–196
	Incoming payments from the sale of intangible assets	0	0
	Incoming payments from disposals of property, plant and equipment	614	574
	Incoming payments from disposals of financial assets	0	0
	Other changes in non-current assets	0	0
	Outgoing payments from the acquisition of subsidiaries less cash	–34,876	–680
=	Cash flow from investing activities	–40,128	–6,993
3.	Cash flow from financing activities
	Outgoing payments for dividends	–4,019	–4,019
	Draw-down of non-current borrowings	47,466	2,654
	Redemption of non-current borrowings	–14,845	–3,310
	Change in current finance debt	–7,828	–1,338
	Increase (–) decrease (+) in restricted cash and cash equivalents	1,240	–1,930
	Payments arising from settlement claims for minority interests	–324	–988
=	Cash flow from financing activities	21,690	–8,931

		01.01.–31.12.2013 TEUR	01.01.–31.12.2012 TEUR
4.	Cash and cash equivalents
	Increase/decrease in cash and cash equivalents	3,603	6,061
	Effect of changes in exchange rates	–58	–41
	Cash and cash equivalents at the start of the financial year	22,765	16,745
	Cash and cash equivalents at the end of the financial year	26,310	22,765
5.	Composition of cash and cash equivalents
=	Cash and cash equivalents	26,310	22,765
	Additional disclosures regarding cash flow
	Income tax paid	3,739	1,992
	Income tax reimbursed	283	1,610
	Interest paid	1,529	1,241
	Interest received	243	236

	01.01.–31.12.2013 TEUR	01.01.–31.12.2012 TEUR
Acquisition of subsidiaries
Goodwill	18,975	1,473
Intangible assets	8,762	1,510
Property, plant and equipment	2,993	166
Deferred tax	2	83
Other non-current assets	3,739	4
Inventories	11,937	116
Trade receivables	48,834	181
Prepayments and accrued income, and other current assets	2,252	23
Cash and cash equivalents	861	666
Non-current liabilities	–618	0
Non-current provisions	–668	0
Deferred tax	–2,664	–374
Trade payables	–14,490	–54
Current loans	–36,778	0
Other current financial liabilities	–5,940	–607
Tax provisions and liabilities	–721	–188
Other provisions	–1,094	–154
Other current liabilities	–382	–59
Purchase price	35,000	2,786
Purchase price payment outstanding	0	–1,940
Cash and cash equivalents acquired	–861	–666
Purchase price paid less cash and cash equivalents acquired	34,139	180

Outstanding purchase price payments totaling TEUR 737 were paid in 2013 arising from the acquisition of Waste Tec and COFEM (previous year). Adjustments to the previous year's figures are explained in Section 2.8 to the notes to the consolidated financial statements.

SEGMENT REPORTING

of M.A.X. Automation AG, Düsseldorf, for the 2013 financial year

Segment		Industrial Automation		Environmental Technology		M.A.X. Automation AG
Reporting period	2013 TEUR	2012 TEUR	2013 TEUR	2012 TEUR	2013 TEUR	2012 TEUR
New order intake	126,253	150,658	122,002	114,452	0	0
Order book position	128,862	87,496	28,647	29,459	0	0
Segment revenue	147,971	120,800	122,547	123,743	0	0
with external customers	147,553	120,574	122,547	123,743	0	0
– of which Germany	77,603	62,829	34,963	40,266	0	0
– of which other EU countries	41,966	27,676	32,556	36,304	0	0
– of which North America	6,823	12,698	49,383	40,198	0	0
– of which rest of the world	21,161	17,371	5,645	6,975	0	0
Inter-segment revenue	418	226	0	0	0	0
Segment operating profit	16,927	13,071	3,847	2,619	–2,593	–1,642
Including:
– Depreciation/amortization	–2,061	–1,843	–3,000	–2,688	–30	–22
– Additions to other provisions and pension provisions	–5,398	–1,507	–4,987	–4,857	–321	–406
Segment operating profit after PPA depreciation
and amortization	16,224	12,865	3,599	2,462	–2,593	–1,642
Including:
– PPA depreciation and amortization	–703	–206	–248	–157	0	0
Segment result from ordinary activities (EBT)	15,297	12,436	2,658	1,834	–509	–879
Including:
– Interest and similar income	51	67	220	152	155	198
– Interest and similar expenses	–866	–542	–869	–1,065	–621	–336
Income tax	–853	–1,053	–699	–806	–2,816	–1,936
– Additions to income tax provisions	–876	–15	–520	–716	–866	–839
Net profit/loss for the period	14,444	11,384	1,960	1,028	–3,325	–2,815
Non-current segment assets (excluding deferred tax)	37,914	23,677	27,601	28,343	99,077	62,057
– of which Germany	37,514	23,326	24,638	25,007	99,077	62,057
– of which other EU countries	168	222	278	338	0	0
– of which North America	110	106	2,685	2,998	0	0
– of which rest of the world	122	23	0	0	0	0
Investments in non-current segment assets	14,597	2,667	2,960	7,307	37,072	64
Working Capital	62,375	26,974	31,045	20,493	–204	–201
Average number of personnel excluding trainees	684	598	529	517	5	3

Industrial Environmental M.A.X.
Segment Automation Technology Automation AG		Reconciliation		Total
Reporting period 2013 2012 2013 2012 2013 2012 TEUR TEUR TEUR TEUR TEUR TEUR	2013 TEUR	2012 TEUR	2013 TEUR	2012 TEUR
New order intake 126,253 150,658 122,002 114,452 0 0	0	0	248,255	265,110
Order book position 128,862 87,496 28,647 29,459 0 0	0	0	157,509	116,955
Segment revenue 147,971 120,800 122,547 123,743 0 0	–418	–226	270,100	244,317
with external customers 147,553 120,574 122,547 123,743 0 0	0	0	270,100	244,317
– of which Germany 77,603 62,829 34,963 40,266 0 0	0	0	112,566	103,095
– of which other EU countries 41,966 27,676 32,556 36,304 0 0	0	0	74,522	63,980
– of which North America 6,823 12,698 49,383 40,198 0 0	0	0	56,206	52,896
– of which rest of the world 21,161 17,371 5,645 6,975 0 0	0	0	26,806	24,346
Inter-segment revenue 418 226 0 0 0 0	–418	–226	0	0
Segment operating profit 16,927 13,071 3,847 2,619 –2,593 –1,642	0	6	18,181	14,054
– Depreciation/amortization –2,061 –1,843 –3,000 –2,688 –30 –22	0	0	–5,091	–4,553
– Additions to other provisions and pension provisions –5,398 –1,507 –4,987 –4,857 –321 –406	0	0	–10,706	–6,770
Segment operating profit after PPA depreciation
and amortization 16,224 12,865 3,599 2,462 –2,593 –1,642	–202	–197	17,028	13,488
– PPA depreciation and amortization –703 –206 –248 –157 0 0	–202	–203	–1,153	–566
Segment result from ordinary activities (EBT) 15,297 12,436 2,658 1,834 –509 –879	–2,752	–1,096	14,694	12,295
– Interest and similar income 51 67 220 152 155 198	–67	–96	359	321
– Interest and similar expenses –866 –542 –869 –1,065 –621 –336	67	96	–2,289	–1,847
–853 –1,053 –699 –806 –2,816 –1,936	23	–72	–4,345	–3,867
– Additions to income tax provisions –876 –15 –520 –716 –866 –839	0	0	–2,262	–1,570
Net profit/loss for the period 14,444 11,384 1,960 1,028 –3,325 –2,815	–2,730	–1,169	10,349	8,428
Non-current segment assets (excluding deferred tax) 37,914 23,677 27,601 28,343 99,077 62,057	–56,801	–38,523	107,791	75,554
– of which Germany 37,514 23,326 24,638 25,007 99,077 62,057	–56,801	–38,523	104,428	71,867
– of which other EU countries 168 222 278 338 0 0	0	0	446	560
– of which North America 110 106 2,685 2,998 0 0	0	0	2,795	3,104
– of which rest of the world 122 23 0 0 0 0	0	0	122	23
Investments in non-current segment assets 14,597 2,667 2,960 7,307 37,072 64	–18,076	0	36,553	10,038
Working Capital 62,375 26,974 31,045 20,493 –204 –201	–1	–1	93,215	47,265
Average number of personnel excluding trainees 684 598 529 517 5 3	0	0	1,218	1,118

CONSOLIDATED STATEMENT OF CHANGES IN NON-CURRENT ASSETS FOR 2013

of M.A.X. Automation AG, Düsseldorf

Consolidated statement of changes in non-current assets of M.A.X. Automation AG, Düsseldorf, for the 2013 financial year

					Cost
			Additions	Currency
		1.1.2013	from consolidation	translation differences	Additions	Disposals	Reclassi fication	31.12.2013
		TEUR	TEUR	TEUR	TEUR	TEUR	TEUR	TEUR
I.	Intangible assets
1.	Concessions, industrial property rights,
	and similar rights and assets, as well
	as licenses to such rights and assets	11,766	8,656	–36	680	28	110	21,148
2.	Internally generated intangible assets	1,347	390	0	204	0	257	2,198
3.	Prepayments rendered	47	624	–1	85	0	0	755
		13,160	9,670	–37	969	28	367	24,101
II.	Goodwill
1.	Goodwill	5,393	5	–21	0	0	0	5,377
2.	Goodwill arising from
	capital consolidation	33,840	18,975	3	0	0	0	52,818
		39,233	18,980	–18	0	0	0	58,195
III.	Property, plant and equipment
1.	Land and buildings	55,740	449	–90	167	153	355	56,468
2.	Technical plant and machinery	17,986	2,410	–28	1,079	851	1,919	22,515
3.	Other plant, operating and
	office equipment	20,013	1,704	–72	1,649	1,001	724	23,017
4.	Plant under construction	1,533	116	0	1,860	5	–3,365	139
5.	Prepayments rendered	0	0	0	99	0	0	99
		95,272	4,679	–190	4,854	2,010	–367	102,238
		147,665	33,329	–245	5,823	2,038	0	184,534

The attached Notes form an integral component of the consolidated financial statements.

Cumulative depreciation/amortization			Carrying amounts
	Additions from		Currency translation
	consolidation		differences	Additions	Disposals		31.12.2013	31.12.2013	31.12.2012
	TEUR		TEUR	TEUR		TEUR	TEUR	TEUR	TEUR
	908		–34	1,771		28	10,106	11,042	4,277
	0		0	274		0	605	1,593	1,016
	0		0	17		0	47	708	17
	908		–34	2,062		28	10,758	13,343	5,310
	5		–7		0	0	1,197	4,180	4,194
	0		3		0	0	8,760	44,058	25,083
	5		–4		0	0	9,957	48,238	29,277
	65		–17	1,235		37	31,636	24,832	25,350
	668		–13	1,132		551	15,011	7,504	4,211
	952		–41	1,815		970	16,622	6,395	5,147
	0		0		0	0	0	139	1,533
	0		0		0	0	0	99
	1,685		–71	4,182		1,558	63,269	38,969	36,241
	2,598		–109	6,244		1,586	83,984	100,550	70,828

LIST OF INVESTMENTS

M.A.X. Automation Aktiengesellschaft, Düsseldorf, List of shareholdings as of December 31, 2013

a) Companies included in the consolidated financial statements

Name and headquarters of company	Interest in capital (%)
Subsidiaries of M.A.X. Automation AG:
AIM – Assembly in Motion GmbH, Ellwangen	100
altmayerBTD GmbH & Co. KG, Dettenhausen	100
bdtronic GmbH, Weikersheim	100
BTD Behältertechnik Dettenhausen Verwaltungs GmbH, Dettenhausen	100
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 AIM – Assembly in Motion GmbH:
AIM Micro Systems GmbH, Triptis	100
ELWEMA Automotive GmbH, Ellwangen	100
Rohwedder Macro Assembly GmbH, Bermatigen	100
Rohwedder Micro Assembly GmbH, St. Leon-Rot	100
Subsidiaries of bdtronic GmbH:
bdtronic BVBA, Diepenbeek/Belgium	100
BARTEC Dispensing Technology Inc., Tulsa/USA	100
bdtronic Ltd., Ashton under Lyne, UK	100
bdtronic S.r.l., Monza, Italy	100
bdtronic Suzhou Co. Ltd., Suzhou, China	100
Second-tier subsidiaries and subsidiaries of IWM Automation GmbH:
IWM-Automation Verwaltungs GmbH, Porta Westfalica	100
IWM Automation Polska Sp. z o.o., Warsaw, Poland, (20 % IWM Automation GmbH and 80 % IWM Automation Verwaltungs GmbH)	100
Second-tier subsidiaries and subsidiaries of NSM Magnettechnik GmbH:
mabu-pressen GmbH, Oberursel	100
Second-tier subsidiaries and subsidiaries of Vecoplan AG:
Vecoplan Maschinenfabrik Verwaltungs GmbH, Bad Marienberg	100
Vecoplan Holding Corporation, Wilmington, Delaware, USA	100
Vecoplan LLC (subsidiary of Vecoplan Holding Corporation), Archdale, North Carolina, USA	80
Vecoplan Midwest LLC (subsidiary of Vecoplan LLC), Floyds Knobs, Indiana, USA	51
Vecoplan Integrated Solutions LLC (subsidiary of Vecoplan Holding Corporation), Wilmington, Delaware, USA	100
Vecoplan Ltd., Birmingham, UK	100
Vecoplan Austria GmbH, Wels, Austria	100
Vecoplan Iberica S.L., Mungia-Biskaia, Spain	100
Waste Tec GmbH, Wetzlar	100

b) Companies included in the consolidated financial statements according to the equity method

Name and headquarters of company	Interest in capital (%)
Participating interests of Vecoplan AG:
Vecoplan FuelTrack GmbH, Bad Marienberg	49

c) Companies not included in the consolidated financial statements

Name and headquarters of company	Interest in capital ( %)	Equity (TEUR)	Net profit/loss (TEUR)
Subsidiaries of M.A.X. Automation AG:
Adelheid Verwaltungs GmbH, Düsseldorf	100	25	1
BDS Führungskräfte GmbH, Düsseldorf	100	21	0
EnerCess GmbH1 , Bad Oeynhausen	100	–	–
EUROROLL Verwaltungs GmbH, Ascheberg-Herbern	100	41	2
Subsidiaries of altmayerBTD GmbH & Co. KG:
Altmayer Verwaltungs GmbH, Rehlingen	100	30	0
Subsidiaries of Mess- und Regeltechnik Jücker GmbH:
Mess- und Regeltechnik Verwaltungs GmbH, Dillingen	100	30	0

EnerCess has been in insolvency proceedings since May 2008. Disclosures are unavailable.

INDUSTRIAL AUTOMATION CORE SEGMENT

AIM Group

The AIM Group (Assembly in Motion), with its headquarters in Ellwangen (Baden-Württemberg), develops and produces technologically high-end automation solutions for customers from the automotive and medical technology sectors, as well as the sensor technology and general industrial areas.

AIM comprises four specialized subsidiaries:

ELWEMA Automotive GmbH manufactures engine components such as cylinder crankcases and crankshafts, as well as cleaning, testing and assembly systems. It commands a strong market positioning and operates on behalf of renowned vehicle manufacturers. The range of services of Rohwedder Macro Assembly GmbH includes the development and manufacturing of partially and fully automated assembly lines for gearboxes and clutches. Rohwedder Micro Assembly GmbH designs and produces high precision assembly systems, including in the micro area. Both companies operate for renowned customers from the automotive, medical technology and general industry sectors. AIM Micro Systems GmbH develops and produces technologies for the manufacturing of opto-electronic modules and micro-optical components for the automotive and medical technology, as well as for the sensor and laser sectors.

bdtronic Group

Modern manufacturing processes make particular demands of dosing and metering technology. Only precise dosing and metering enables constant quality accompanied by the most efficient utilization of materials. This is where the bdtronic Group's solutions come into play. The bdtronic name also stands for sophisticated solutions in the global production of electronic components.

The company, which is based in Weikersheim (Baden-Württemberg), ranks as one of the world's leading providers of dosing and metering technology systems. It develops technologically complex solutions to process reaction molding resins, and acts as a complete systemprovider for the automation of assembly and production processes, particularly for electronic components.

bdtronic is constantly expanding its technological competencies and product portfolio. Examples include impregnation plants for electromotors, stators and rotors, plasma treatment to improve material surface adhesive property, and heat staking as an alternative joining technique.

bdtronic serves international customers from the automotive industries, electronics and electrical goods producers, filter manufacturers, sensor technology companies, household goods manufacturers, the solar energy industry, and medical technology companies. In order to ensure global marketing and distribution, the company operates sales companies in Belgium, the UK, Italy, China and the USA.

Managing Director	Antonio Alvarez
Interest held	100%
Subscribed capital in EUR mill.	0.04
2013 revenue in EUR mill. (IFRS, consolidated)	22.9*
Employees (year average)	356.5
Year of foundation	2010
Membership of the M.A.X. Group since	2013
www.aim-holding.de

* Information relates to two months ownership by M.A.X. Automation AG since first-time consolidation as of November 1, 2013.

Patrick Vandenrhijn
100%
0.08
22.9
166.7
2001
2004

INDUSTRIAL AUTOMATION CORE SEGMENT

IWM Automation Group

Outstanding long-term prospects are forecast for the automotive industry. Continued high demand exists for vehicles that integrate state-of-the-art technology, especially in the emerging economies of Asia, South America and Eastern Europe. International automotive groups require reliable partners whose automation solutions ensure rapid, precise and high-quality production. The IWM Automation Group is precisely such a partner.

Headquartered in Porta Westfalica (North Rhine-Westphalia), the IWM Automation Group ranks as a recognized specialist engineering company. The company is known in the industrial automation sector for custom-built and innovative production systems provided on a one-stop shop basis. This applies to both standard systems and hightech solutions.

IWM Automation commands extensive expertise in engineering, as well as in assembly, welding, forming, dosing/metering and testing technology. This allows the company to develop comprehensive solution approaches to complex tasks. The automotive industry represents the company's most important sales market: IWM Automation is a partner to renowned international vehicle manufacturers and their suppliers, enjoying an excellent reputation in the sector.

NSM Magnettechnik Group

NSM MAGNETTECHNIK, which is based in Olfen (North Rhine-Westphalia), is a technologically leading system-provider of handling and automation plants. The company operates in four business areas – press automation, packaging automation, and conveying and press systems – which it brings together to design comprehensive solutions on a one-stop shop basis. In the press automation area, the company produces systems for the transporting, stacking and separating of steel and aluminum sheet bars, primarily in automotive construction. In the packaging automation area, the company focuses on high-speed handling systems for cans, lids and caps in the manufacturing and filling industry. The conveying systems area constructs plants and conveying systems for transporting components and industrial process waste disposal. The company also develops and produces systems for filtering and separating materials. The press systems area constructs high-precision automatic presses for non-cutting forming.

NSM MAGNETTECHNIK offers its customers extensive services spanning the development, production, sale and maintenance of its plants and systems. The Group's customers worldwide come from various sectors including the automotive industry, press manufacturers, food manufacturing companies, chemical companies, machine tool manufacturers, electrical and electronic goods producers, as well as the consumer goods industry.

Managing Director	Jakob Dirksen
Interest held	100%
Subscribed capital in EUR mill.	0.75
2013 revenue in EUR mill. (IFRS, consolidated)	32.8
Employees (year average)	133
Year of foundation	1978
Membership of the M.A.X. Group since	1998
www.iwm-automation.de

Managing Directors	Michael Freischmidt Jens Ohnholz
Interest held	100%
Subscribed capital in EUR mill.	4.1
2013 revenue in EUR mill. (IFRS, consolidated)	51.5
Employees (year average)	226.2
Year of foundation	1959
Membership of the M.A.X. Group since	1990
www.nsm-magnettechnik.de

INDUSTRIAL AUTOMATION CORE SEGMENT

Mess- und Regeltechnik Jücker GmbH

Precise controlling enables flexible manufacturing that meets high product-quality standards that are indispensable for industrial production. By optimizing the controlling of production processes, Mess- und Regeltechnik Jücker GmbH has oriented its range of services to strengthen the competitiveness of manufacturing companies from highly varied sectors.

Mess- und Regeltechnik Jücker GmbH, headquartered in Dillingen (Saarland), plans, develops, supplies and manages measuring and control technology systems, as well as drive and automation technology systems. As a specialist provider of software and control technology, Jücker has earned an excellent reputation as a systems integrator and controls supplier for complex automation processes.

Mess- und Regeltechnik Jücker serves customers from the automotive industry, the chemicals and steel industries, as well as companies from the power generation, steel and iron, cement and transportation industries.

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

EUROROLL, headquartered in Ascheberg–Herbern (North Rhine-Westphalia), ranks as one of the leading suppliers of unpowered roller conveyor systems, focusing mainly on warehousing and conveying technology. Founded in 1983, the company develops and produces unpowered roller conveyor systems for packages extending from light cardboard boxes to pallets of all types. The product range includes roller fitting strips, roller tracks, brake rollers, gravity conveyor tracks, live storage units and commissioning systems.

EUROROLL supplies to international customers, mainly from the logistics sector, including racking constructors and system providers. EUROROLL also produces for the food manufacturing sector, the pharmaceuticals industry, books and pharmacy wholesalers, the automotive industry and chemicals companies.

Managing Directors	Jens Ohnholz Michael Freischmidt
Interest held	100%
Subscribed capital in EUR mill.	0.4
2013 revenue in EUR mill. (IFRS)	14.3
Employees (year average)	77.6
Year of foundation	1986
Membership of the M.A.X. Group since	1998
www.juecker-germany.de

Managing Director	Theo Einhäuser
Interest held	100%
Limited partnership capital in EUR mill.	0.51
2013 revenue in EUR mill. (IFRS)	12.0
Employees (year average)	70.5
Year of foundation	1983
Membership of the M.A.X. Group since	1993
www.euroroll.de

ENVIRONMENTAL TECHNOLOGY CORE SEGMENT

Vecoplan-Gruppe

The Vecoplan Group is a globally leading provider of systems and components for the processing of wood and waste in the manufacturing and recycling industries. The company is a specialist in the shredding and processing of primary and secondary raw materials. As a system-provider, Vecoplan develops, designs and produces complex machines and plants. Its customers include the international forestry and paper industry, recycling companies, as well as the plastics and cement industries, among others.

Vecoplan operates subsidiaries in Germany, the USA, the UK, Spain and Austria, as well as numerous sales and service locations worldwide. The company operates its own development department at its headquarters at Bad Marienberg (Rhineland-Palatinate), as well as pilot plants in North Carolina (USA) and in Hilden (North Rhine-Westphalia).

altmayerBTD GmbH & Co. KG

altmayerBTD, which has its headquarters in Dettenhausen (Baden-Württemberg) and a further site at Rehlingen (Saarland), designs and sells systems for the storing and conveying of explosive bulk materials, as well as specialist flue gas cleaning plants. The portfolio is supplemented through its systems for the conveying, handling and recycling of pulverized coal, communal sewage sludge, and alternative fuels, as well as containers and components for industrial plants.

As a system-provider, the company renders development and construction services, as well as servicing. Its customers around the world include the chemicals, food manufacturing, plastics, cement, forestry, pharmaceuticals, paper, power generation, steel, and waste disposal industries.

altmayerBTD is also a renowned producer of tanks and containers in Europe, and ranks among the sector's technology leaders due to numerous innovations. Its product range comprises industrial containers, rainwater storage systems, heated and drinking water systems, and buffer storage facilities, including solar buffer storage systems. The customers include large-scale industry, the plant engineering sector, specialist heating wholesalers and the solar energy sector.

Management Board	Werner Berens
Interest held	100%
Subscribed capital in EUR mill.	8.0
2013 revenue in EUR mill. (IFRS, consolidated)	102.2
Employees (year average)	455.5
Year of foundation	1969
Membership of the M.A.X. Group since	1995
www.vecoplan.de

Managing Directors	Udo Weinert (CEO) Andreas Weber
Interest held	100%
Subscribed capital in EUR mill.	3.39
2013 revenue in EUR mill. (IFRS)	20.4
Employees (year average)	122.5
Year of foundation1	2009
Membership of the M.A.X. Group since2	1993/1997
www.altmayerbtd.de

Predecessor companies BTD Behältertechnik 1951, Altmayer Anlagentechnik 1927

Predecessor companies BTD Behältertechnik 1993, Altmayer Anlagentechnik 1997

2014 financial calendar

First quarter financial report: May 2014 Annual General Meeting for the 2013 financial year: June 27, 2014 Half-year financial report 2014: August 2014 Third quarter financial report: November 2014

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

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