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WashTec AG Annual Report 2015

Mar 31, 2016

483_10-k_2016-03-31_c6116a91-1d32-46e4-81a6-6c64033ef1f9.pdf

Annual Report

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MaximumCustomerBenefi t.

Annual Report 2015

Unaudited translation for convenience purposes only

We off er everything around carwash

Roll over systems

Wash tunnels

Chemicals

Services

Operations

Content

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Consolidated Financial Statements of WashTec AG

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Further Information

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1 weighted average number of outstanding shares since Dec 31, 2009: 14.0m, since Dec 31, 2013: 13.9m, as of Dec 31, 2015: 13.8m. 2 year average

Revenues, Earnings, Cash Flow, Employees

Report of the Management Board

Dr. Volker ZimmermannChief Executive Offi cer

Dear Shareholders, Customers and Employees,

The slogan for this year's annual report is »Maximum Customer Benefi t«. In the following pages we will take you on a journey to our customers around the world. Various examples will illustrate the diverse and intriguing world of professional car washing.

2015 was the most successful year in WashTec's history so far. With revenues of € 340.9 million, we grew by 12.7% compared to the prior year. Our EBIT was € 36.4 million, almost double the previous year. We thereby achieved an EBIT return of 10.7%. 2015 was also the most successful year for our shareholders in terms of their investment in WashTec. The share performance exceeded 130%. During the fi scal year, the Company distributed more than € 35.7 million to its shareholders in the form of dividends and share buybacks.

The segments of Core Europe, North America and Asia/Pacifi c were the main contributors to this successful growth. With our products and services, we were able to convince not only our large customers as e.g. oil companies, but also achieved increases in sales to independent customers. In summary, we grew in all product areas and regions, especially Equipment and Services developed particularly favorably.

In 2016, we are striving to achieve further revenue growth. We are focused on expanding our sales activities in order to better exploit regional potential. We will expand the chemicals production plant in Grebenau to set it for further growth. We are constructing a show room at our headquarters in Augsburg. This will allow us to present our innovations in a suitable setting and work with our customers to achieve the best solutions. We are also investing in our employees and executives with

corporate philosophy workshops and executive training programs. Also on the agenda are eff orts to increase the effi ciency of our processes, for example through a SAP rollout in our North American subsidiaries or by equipping all service technicians with the latest state-of-the-art hardware.

We started a change process in 2015: a process that involves the Company as a whole and that facilitates a successful and value-oriented development. In our corporate philosophy, we defi ne the foundation: our Nr. 1 objective is customer benefi t, positioning ourselves as the specialist in the car wash industry, pursuing our aspiration to drive innovation and making clear statements regarding management and cooperation. This corporate philosophy forms the basis of our work.

We are fully aware that success requires a team eff ort. Thus, we thank all our employees for their commitment and creativity. Many thanks also to our customers, shareholders and business partners for their support and for the trust they have placed in us. We look forward to staying the course together with you in 2016.

Dr. Volker ZimmermannChief Executive Offi cer

Dr. Volker Zimmermann (1963) CFO/Chief Executive Offi cerAreas: Supply Chain, Research and Development, Service, Quality, Purchasing

Volker Zimmermann earned a doctorate in mechanical engineering and worked for Voith Turbo GmbH & Co. KG for many years as a managing director, among other positions. Most recently, Mr. Zimmermann served as chairman of the board of managing directors at Knorr-Bremse, Systeme für Nutzfahrzeuge GmbH.

Since February 2015, Mr. Zimmermann has been CEO of WashTec AG.

Rainer Springs (1966) CFO/ Member of the Management Board Areas: Finance and IT

Rainer Springs has a masters degree in business administration (earning the title of »Dipl.-Kfm«) from the Universität der Bundes wehr Neubiberg. After having worked for management consulting fi rms for several years, he worked for ABB AG in different fi elds, including robotics. He joined WashTec in 2004 and served as Chief Operating Offi cer for the US subsidiary from 2011 to 2014. Since 2015, Mr. Springs is a member of the Management Board of WashTec AG.

Karoline Kalb (1972) CHRO/Member of the Management Board Areas: Human Resources, Compliance, Investor Relations, Special Projects

Karoline Kalb is a licensed attorney. Since 2001, she has been working for WashTec in various management functions, including as Director of Key Accounts Management and Compliance. Since November 2013, Ms. Kalb has been a member of the Management Board of WashTec AG.

Stephan Weber (1963) CSO/ Member of the Management Board Areas: Sales, Marketing, Product Management

Stephan Weber is an engineer (earning the title of »Dipl.-Ing.«) in the fi eld of wood engineering. After holding diff erent management positions with well-known national and international machine and plant engineering companies, he became a member of the Management Board of Michael Weinig AG where he was responsible for Sales and Marketing. Since January 2015, Mr. Weber has been a member of the Management Board of WashTec AG.

World of WashTec – germany

»The sales team of WashTec has been advising me very competently during our entire cooperation. I am particularly impressed by the prompt service – after a single phone call, a service technician immediately comes to us«, Herbert Manz,

Managing Director Autohaus Manz, Schwarzenfeld, Germany.

Left to right: Karsten Eissmann and Herbert Manz (Autohaus Manz), Günther Kollmer (WashTec Germany)

World of WashTec – france

»I am 100% satisfi ed with my WashTec equipment, the service and the Auwa chemicals«, Charles Rozé, owner of Eldoradeau SARL, Fleury-les-Aubrais, Frankreich.

Left to right: Ghislain Bertrand (WashTec France), Charles Rozé (Eldoradeau SARL) and Gilles Vandeputte (WashTec France)

World of WashTec – usa

»Xtreme Clean is pleased to have chosen Mark VII as our full-service supplier of wash equipment, service and chemical. The ChoiceWash XT enables us to off er a unique product in our expanding market. With Mark VII as our partner, we anticipate a bright future for Xtreme Clean«, Nate Kessler, COO, Xtreme Clean Auto Wash, Michigan, America.

Left to right: Mike Reijonen (Mark VII USA), Nate Kessler (Xtreme Clean Auto Wash)

World of WashTec – australia

»We are thrilled to have the world's best technology from WashTec to deliver an excellent experience to our local customers, every-time. We look forward to a long and profi table partnership with WashTec«, Robert Sacco, Managing Director Waves Carwash, Gungahlin, Australia.

Left to right: Daniel Bianchi (WashTec Australia), Dino Jugovac (Waves Carwash), Andrew Barr (Chief Government Minister ACT), Kevin Foley (WashTec Australia), Robert Sacco (Waves Carwash)

Customer benefi t is our number one objective.

We off er our customers, the end users and car wash operators, the maximum amount of benefi ts.

The Group // Corporate Philosophy Management Report Consolidated Financial Statements Further Information

We are specialists.

We focus on our area of expertise: the carwash. We understand the related processes and technology in all their breadth and depth.

We combine science and technology into overall better solutions; this includes exceptional services covering the entire life cycle.

We are an innovation company.

We are never satisfi ed with the status quo, but strive to constantly improve ourselves.

We proactively look for opportunities, recognize areas for improvement and implement them together and quickly with all our strength.

We live leadership.

Leadership for us means setting an example and seeing the big picture. We provide a professional and creative environment for the successful development of our employees and the company.

We ensure that roles and responsibilities are clearly assigned and know we can rely on each other to perform.

At WashTec, we are entrepreneurs.

We are professionals in our area of expertise, set ourselves the highest standards and are constantly developing our skills.

Each one of us sees the whole picture and makes our contribution. We help each other and share our knowledge. Within our areas of responsibility, we take decisions and accept responsibility for them.

Report of the Supervisory Board

Dear Ladies and Gentlemen,

For WashTec AG, the recently completed fi scal year was the most successful year in the company's history so far. The management board was renewed and enlarged at the start of 2015. With the adoption of a new corporate philosophy, the successful conclusion of various tenders, and numerous initiatives to increase sales excellence, important foundations were laid for even more success in the future with innovative products and maximum customer benefi t.

Work of the Supervisory Board

Dr. Günter BlaschkeChairman of the Super visory Board

The work of the supervisory board was guided by a business strategy that sought to expand market share and improve cost structures. The supervisory board engaged extensively in current business performance. An innovation committee, a sales committee and a sales strategy committee were formed. During the reporting year, the supervisory board adhered to the responsibilities imposed on it under the law, the Company's articles of association and the board's own internal rules of procedure. The supervisory board was directly involved in all decisions of fundamental signifi cance to the Company. In fi scal year 2015, the supervisory board, regularly obtained updates on the condition of the Group.

It also supervised the managerial activities of the Company's management board. The basis for this work was, above all, timely written and oral reports issued to it by the management board. In addition to other reports, the management board reported each month in writing to the supervisory board about business development. When it was needed, the supervisory board also requested additional reports from the management board and inspected other relevant Company documentation. Discrepancies between actual business development and the

plans and targets were explained to the supervisory board in detail and then checked by the supervisory board based on the documents presented to it. The management board conferred and coordinated with the supervisory board above all on the strategic direction of the Company. The supervisory board extensively discussed any transactions, which were important to the Company, on the basis of the reports issued by the management board.

The supervisory board voted on all reports and draft resolutions of the management board, whenever required by law or the Company's articles of association, after thorough examination and discussion. Beyond the extensive work conducted during the supervisory board meetings, the chairman of the supervisory board also discussed the Company's position and its further development and direction in various one-on-one talks with the management board outside of the meetings. The other supervisory board members were also available to exchange views with the management board outside of the meetings. All supervisory board members provided each other with comprehensive reports concerning their respective one-on-one talks with the management board. In fi scal year 2015, the plenary supervisory board held a total of eight ordinary and extraordinary meetings, of which three were held in the form of conference calls. At least one meeting was held each quarter. In addition, nine committee meetings were held, and various resolutions were adopted pursuant to the draft resolution circulation procedure. Attendance at the meetings of the supervisory board and its committees was nearly 100%. The committee work report was presented to the supervisory board during the plenary meetings. This report separately addresses the work of the committees. The topics at the regular conferences of the supervisory board were market performance, the competitive situation, the development of revenues, earnings and staffi ng

During fi scal year 2015, the supervisory board regularly reviewed the situation of the Group and monitored the work of the management board

at the WashTec Group, the fi nancial position and the major participations and investments, and the risk management system. The management board submitted regular and comprehensive reports to the supervisory board about corporate planning, strategic development, the status of business and the current (updated) condition of the Group. Thus, the supervisory board had, at all times, a detailed understanding of all major business events and developments at the WashTec Group. Moreover, any transactions and courses of action, which needed the consent of the supervisory board, were reviewed and then discussed and decided with the management board. The current business and earnings situation relative to the budgeted fi gures was discussed at all of the meetings. Furthermore, the following individual topics were included on the agenda of the meetings:

  • 2015 priorities:
  • Current business and earnings situation
  • New corporate philosophy: maximized customer benefi ts are highest priority
  • Annual planning 2016/ Mid-term planning 2017– 2018
  • Supervisory board and management board matters

  • Discussion of the annual fi nancial statements of WashTec AG and the consolidated fi nancial statements for fi scal year 2014 (1st quarter),

  • Resolutions about the agenda for the annual general meeting of shareholders (1st quarter),
  • Supervisory board matters (ongoing), specifi cally the composition of the committees,
  • Workshop regarding the corporate philosophy (4th quarter),
  • Management board aff airs (ongoing), replacement and enlargement of the management board (1st quarter),
  • Annual planning 2016 (budget), strategic and mid-term planning 2017 – 2018 (4th quarter),
  • Target fi gures for the percentage of women on the supervisory board and management board, remuneration system of the management board and the Long Term Incentive Plan, Corporate Governance Code and declaration on conformity, compliance (3rd and 4th quarter),
  • Investment into chemical production at the Grebenau site.

Critical items on the agenda for the meeting, which was held on March 23, 2016 and at which the accounts were approved, included not only a discussion of the annual fi nancial statements of WashTec AG and the consolidated fi nancial statements for fi scal year 2015 (including the approval and adoption of the annual and consolidated fi nancial statements), but also a discussion of the combined management report. Also discussed in the presence of the annual accounts auditor were the draft resolutions intended for submission to the annual general meeting of shareholders.

Report on the work of the committees

In order to effi ciently discharge its duties, the supervisory board also formed an innovation committee and a sales strategy committee, thereby adding to the existing committees: the audit committee, the personnel committee and the nominating committee. This was undertaken in compliance with the requirements of the German Corporate Governance Code. The current composition of the committees is printed on page 80. The committees serve to prepare the topics and resolutions for the supervisory board meetings. At the same time, they do in fact execute some decision-making authority, which is delegated to them pursuant to mandatory laws and regulations. We provide below a brief overview of the committee work.

The audit committee convened four times in the recently completed fi scal year. In the presence of the annual accounts auditor, the committee focused mostly on the 2014 consolidated fi nancial statements, the management report, the 2014 management letter, the compliance and risk report, as well as the results as of the 2015 half-year report, the report on the review [prüferische Durchsicht], the check on the supervisory board priorities and the follow up of the management letter from the annual accounts auditor. The quarterly reports were discussed at length, and the audit parameters were defi ned.

The personnel committee met twice during the reporting year. The subject matters involved the reorganization of the management board and a Long Term Incentive Plan (LTIP) for the management board.

The nominating committee did not meet during the reporting year.

The innovation committee, formed in the 3rd quarter, met three times in the recently completed fi scal year. Its focus was primarily on organization, procedures, strategically important R&D projects and the mid-term goals of WashTec AG.

The sales strategy committee, formed in the 4th quarter, met once during the reporting year. The main topic was the positioning of WashTec. The committee dis cussed, above all, how WashTec might enhance the focus and improve the global implementation of its broad-based marketing strategy.

Good collaborative relationships were guaranteed at all times.

No confl icts of interest arose for the supervisory board members.

Corporate Governance

The management board and supervisory board determined target fi gures for the percentage of women on the supervisory board and on the management board and dealt with the changes to the Corporate Governance Code, reviewed corporate governance and issued a new declaration of conformity, which is printed on page 85.

Remuneration system for the management board

The management board remuneration system is based on the duties and performance of the management board members and on the condition of the Company. The overall remuneration of the members of the management board is made up of monetary and non-monetary as well as fi xed and variable components, and in general, it tracks the sustained development of the Company. During the reporting year, a Long Term Incentive Plan (LTIP) for the management board was passed and is described in detail in the remuneration report.

All of the components of remuneration are structured in such a way that each of them is reasonable both in and of itself and in the aggregate, and that they do not encourage the directors to take unreasonable risks. The remuneration of the management board and the supervisory board members is more described in more detail the remuneration report on pages 85–88. The supervisory board most recently approved the annual resolu tion about the management board remuneration system at its meeting of December 15, 2015.

Audit of the annual and consolidated fi nancial statement 2015

The management board prepared the annual fi nancial state ments of WashTec AG, the consolidated fi nancial statements and the combined management report of WashTec AG and of the Group as of December 31, 2015. PricewaterhouseCoopers AG, Wirtschaftsprüfungsgesellschaft, Munich was selected by the annual general meeting of shareholders to serve as annual and consolidated accounts auditor. It audited the management report and issued an unqualifi ed auditor's report on each of them.

PricewaterhouseCoopers also audited the annual fi nancial statements of the key group companies of WashTec AG.

The audit committee initially defi ned the focus of the audit and thereupon engaged the auditor to perform the audit accord ingly. Prior to and during the fi nancial statements audit, the audit committee monitored the independence and qualifi cation of the auditor.

The auditor was also engaged to review whether the monitoring system established by the management board was capable of identifying in a timely manner the potential risks that could

jeopardize the Company's very existence. In this respect, the auditor stated that the management board had taken the measures required in accordance with § 91 (2) of the German Stock Corporation Act (AktG) and that these measures were suitable for identifying at an early stage any developments that could threaten the Company's continued existence. Moreover, the supervisory board itself regularly monitors the eff ectiveness of WashTec AG's internal control systems, the risk management, the internal auditing and the compliance of WashTec AG.

The audited annual fi nancial statements of WashTec AG, the audited consolidated fi nancial statements, the combined management report of WashTec AG and of the Group as of December 31, 2015, as well as the management board's proposal on the use of the unappropriated surplus [Bilanzgewinn] had been presented to all members of the supervisory board in a timely manner so that the latter could carry out their own review. Financial statements and reports were the topic of the supervisory board meeting, which was held on March 23, 2016 in order to approve the accounts. As part of that supervisory board meeting, the management board also issued a report regarding the development of the Company's earnings.

The annual accounts auditor attended the meeting on March 23, 2016 and provided the supervisory board with a direct and extensive report on the fi ndings of his audit and on the focus of the audit. All questions posed by members of the supervisory board were answered here in detail. The supervisory board noted the audit fi ndings and reviewed the annual fi nancial statements of WashTec AG, the consolidated fi nancial statements, the combined management report and the management board's proposal on the use of unappropriated surplus. The supervisory board's review did not yield any objections. At its meeting held for purposes of approving the accounts, the supervisory board approved the annual fi nancial statements of WashTec AG (as prepared by the management board) and the consolidated fi nancial statements. The annual fi nancial statements of WashTec AG are thereby formally adopted. The management board's proposal on the use of the unappropriated surplus was approved by the supervisory board after it reviewed the proposal.

Changes on the Management Board

For the future, an expanded management board team consist ing of current and newly appointed members is undertaking the task of exploiting additional opportunities for sustained growth in revenues, earnings and increasing company value. Eff ective February 1, 2015, Dr. Volker Zimmermann was ap pointed Chief Technology Offi cer (CTO) and Management Board Chairman (CEO). Ms. Karoline Kalb's responsibilities on the management board are the areas of management culture, talent management and leadership development along with corporate communication, compliance and special projects. Mr. Stephan Weber was appointed Chief Sales Offi cer (CSO) eff ective January 1, 2015. Mr. Rainer Springs was appointed Chief Financial Offi cer (CFO), eff ective February 1, 2015. Already in the very fi rst year, we have come one big step closer to meeting the supervisory board's high expectations for the management board team; namely, of preserving continuity and, above all, creating stimuli for sustained profi table growth.

The supervisory board would like to thank the management board and all managers for their good and constructive cooper ation. A very special thanks, however, goes out to all employees whose dedication and commitment helped make 2015 such a success.

Augsburg, in March 2016

On behalf of the Supervisory Board

Dr. Günter Blaschke

Chairman of the Supervisory Board

Sustainability Report

Our future is secured through sustainable economic activities: economic activities not just of our Company, but also those of society as a whole. Even today, these considerations infl uence our actions as we use resources as effi ciently as possible. We also take our responsibility to employees and society very seriously. Our goal is to create sustainable value and to leave behind for the next generations a world that is ecologically and socially intact.

In this way, WashTec meets the highest standards not only in matters involving product and service quality, but also in matters of environmental protection. WashTec is committed to the principle of environmental sustainability, and therefore always manages its business aff airs in a manner that uses resources and materials as effi ciently as possible. Our environmentallyfriendly products allow us to help preserve the globally scarce sources of energy and raw materials.

Below we would like to explain to you how sustainability is implemented at WashTec.

Product responsibility

1. WashTec Products

  • WashTec products not only preserve the fi nancial resources of our customers through lower energy usage, reduced fresh water consumption and the use of recycled water via water reclaim systems and optimally dosed chemicals, but also thereby protect the environment. WashTec supports the customers in their pursuit of sustainable business activities.

The WashTec environmental seal identifi es all products and product components that are particularly environmentallyfriendly and preserve resources

Through its site research, WashTec supports its customers in optimally designing products for the local site in order to avoid waste and the risk of under-dimensioning wash capacity. Only in this manner the optimum use of resources for the economical result can be achieved while simultaneously preserving resources.

All WashTec equipment meet every environmental regulation currently in force and off er a fresh water-preserving alternative to the manual car washing approach that is prohibited in Germany and other countries. Even in markets with lower environmental standards or greater water scarcity, WashTec expects to see more and more regulation. This means greater potential for environmentally-friendly automated car washes with water reclaim systems. In Northern Europe, the environmental policy requirements are increasingly strict, and even in other countries, a ban against manual car washing is under discussion. In Scandinavia, WashTec uses for many years now the »Nordic Swan« label for particularly environmentally-sound water reclaim equipment and/or car wash facilities.

In automated car washing, water and other substances, such as shampoo and oil, remain in a closed cycle and cannot, as such, seep into the ground or the groundwater. Since clean water is a resource that is as indispensable as it is precious, WashTec off ers water recovery systems which, by treating the process water, reduce fresh water consumption during car washes by up to 90%. Thus, for example, a roll-over system with water reclaim equipment uses only between 14 and a maximum of 30 liters of fresh water during a standard wash (compared to 44 liters of fresh water consumed during a standard wash with a modern washing machine). With the new AquaX2, it will be possible to reduce energy consumption of the water reclaim equipment by a further 70%.

Minimized consumption of fresh water

Source: WashTec Analysis

2. WashTec- or AUWA-Chemical products

WashTec and AUWA stand for vehicle cleaning and care, which is at once both thorough and environmentally sound.

The range of products encompasses a line-up of cleaning and care products for car wash facilities and spans everything from special solutions for water recovery systems to a comprehensive assortment of cleaning and care of wash equipment and wash bays. Environmental compatibility is a priority for all AUWA chemical products. Strict and seamless quality controls ensure that all products always satisfy all currently valid statutory requirements and that, for example, the wastewater thresholds are always met. The need to comply with the highest environmental and health standards is just as obvious. Thus, for example, all used active washing substances are bio-degrad able, environmentally-friendly and non-abrasive.

A number of products satisfy the requirements of the Nordic Ecolabel (Nordic Swan), as well as the VDA. Moreover, special wash chemical products are inspected under the DHI-criteria (which classifi es products according to various environmental categories) as well as under the ÖNORM B5106, which focuses on the wastewater response of the products.

The AUWA product program is harmonized with all WashTec water reclaim equipment and in this manner helps retain a high level of water quality. The concentrated and highly effi cient products assist in reducing dosage quantities – and therefore, consumption – and in improving the quality of the process water and in thereby lowering fresh water needs. Specifi c dosage recommendations on the product packaging help to avoid excessive dosages.

Production

1. Equipment

The majority of the equipment production takes place at the headquarters in Augsburg and has in recent years been continually updated and reorganized. Moreover, the subsidiary located in Denver, Colorado (USA), produces car wash equipment primarily for the North American market. The company in China serves as supplier of components and assembles equipment for the Asian market. The subsidiary in the Czech Republic manufactures equipment and components for the fi nal assembly in Augsburg. In Recklinghausen, control units are manufactured for the entire Group.

Since exhaust fumes and exhaust air generated during production are fi ltered, the discharge or emission of harmful substances is kept to the lowest extent technically possible. Thereafter, products are installed and maintained at our customers' places of business by about 500 in-house service technicians, subcontractors and technical personnel of our sales partners. The service technicians are on the road with modern, speciallyequipped service vehicles, which themselves carry along suitable equipment and fi ttings ranging from tools and spare parts to safety equipment such as, for example, special mobile scaff olding.

The average period of use for car wash equipment is between seven and ten years. At the end of the period of use, the equipment is then professionally disassembled and either refurbished or professionally removed. All functional specifi cation documents for the development of the equipment at WashTec include rules for a possible complete re-usage or recycling of

the products. Virtually all existing peripheral components can be used again in the event of an equipment replacement – which now even extends to system control components. The sustainability of our products was examined as part of a project conducted by the Ecological Institute of Freiburg. The fi ndings had an infl uence on the additional product development in terms of ecological aspects such as water and energy consumption over the period of use. This is where customer utility and sustainability come together.

2. Wash chemicals

The wash chemical products sold by AUWA are conceptualized and produced in our laboratory in Augsburg, Bollebygd (SE) and Grebenau in close cooperation with the WashTec R&D Department.

During the production of AUWA products, the available resources are always handled sparingly. Accordingly, any raw materials such as dye, fragrances, emulsifying agents, or similar products, which are not required for the product to work, are avoided to the highest extent possible. All wash chemical products are concentrates automatically diluted and apportioned in the wash equipment. In addition to saving weight, this process also saves packaging materials, thereby reducing transport costs to a minimum.

The use of high-value ingredients in a highly concentrated and optimized mixture reduces chemical consumption per wash. By using concentrated cleaning agents, the use and the related transport costs and exhaust fume emissions can be reduced by 30 –70% per product.

WashTec environmental scorecard

The WashTec environmental scorecard may be divided primarily into the following two areas:

1. Energy

At WashTec, the vehicle fl eet makes up the largest percentage of overall energy needs (65%). All vehicles newly acquired by WashTec are equipped with economical diesel motors with particle fi lters. These fi lters reduce the discharge of particles by up to 99% per vehicle. In addition, the fuel consumption is lowered to the furthest extent possible by equipping the service vehicles with GPS navigation systems facilitating optimized route planning and thereby keeping travel time as low as possible. The company car policy provides for limits and penalty rules for CO2 emissions.

Energy-effi cient systems are used for heating buildings. Actions and measures such as energy reclamation, air recirculation, steering technology, insulation of buildings beyond the industrial standard or the use of locally available remote heating systems for heating buildings are the outcome of the responsibility for sustainability.

The electricity, which WashTec procures for the corporate headquarters and the main production site in Augsburg, is derived up to 39.9% (prior year: 32%) from renewable energy. This fi gure is signifi cantly higher than the national average of 24.6% (prior year: 22%). WashTec thereby actively contributes to reducing radioactive waste and lowering its CO2 emissions.

2. Waste

In 2015, WashTec generated 2,530 tons of waste material in Germany by having taken back old equipment and due to production waste. This waste is systematically sorted and recorded. Through the resolute separation of disposable waste (e.g., metal

and sheets), the sale of these waste materials in 2015 yielded proceeds of € 250k (prior year: € 270k). Disassembled old systems are either refurbished or professionally removed by authorized service providers.

Certifi cations

Since 2000, WashTec is certifi ed under ISO 9001 and ISO 14001, which are standards that set forth the globally recognized requirements in responsible quality management and environmental management systems. Under the environmental management system based on ISO 14001, WashTec is taking part in the »Environmental Pact for Bavaria – Sustainable Growth with Environmental and Climate Protection Components«. This is a voluntary agreement between the Bavarian state government and Bavarian industry which, among other things, creates an obligation to provide additional environmental protection work going far beyond the standards required by law. In addition, WashTec is certifi ed under SCC. »SCC« stands for »Safety Certifi cate Contractors«. The fulfi llment of this standard by engaging in preventative measures serves to protect the safety and health of our employees and also covers other requirements of environmental protection. The certifi cations, which are routinely performed by DEKRA, also validate whether there has been compliance with the statutory provisions and rules and establish legal certainty.

Ecological aspects form a permanent part of WashTec's strategic planning: from product development to resource management in the production. At WashTec, group-wide environmental goals are routinely set and measures for their achievement adopted, which measures are realized and evaluated in projects. Goal realization and environmental management systems are regularly reviewed and are explained in an annual management review. A continuous improvement process serves as a means for achieving the goals defi ned by the Company.

Stakeholder Dialogue

WashTec as a sustainable investment

Due to the Company's sustainable business model, WashTec shares are included as components in investment funds that focus on sustainable investment. Since 2007, WashTec has received the »SRI Pass-Status« (Sustainable & Responsible Investment) as a sustainable investment.

Customer satisfaction

Our goal is to off er our customers at all times the best possible products and processes as well as the best possible service for operating a successful car wash business.

In order to review the extent to which we can satisfy this goal, we constantly carry out customer satisfaction surveys in which we review the level of satisfaction with our products (e.g., regarding quality, price-performance ratio, introductory operational training) and our customer service (e.g., regarding quality, reaction time, friendliness). According to the most recent survey conducted in Germany, customer satisfaction with WashTec service and our products is very high. Almost 170 service deployments and approximately 100 machine installations were evaluated in 2015. More than approximately 100 of our chemicals customers were surveyed as well. Our chemicals customers are particularly satisfi ed with initial training (orientation) and technical advice on new products (grade: 1.3) and with wash results (grade: 1.2). In Services, it was employee friendliness, above all, that received high marks (grade: 1.3). Eighty-percent (80%) of our customers expressed a level of satisfaction with our product assembly team that was higher than the satisfaction level with services performed by service providers in general, whereas approximately 19% of those customers judged it at about the same level. (Grading based to the German school grading scale where 1 represents the best grade and 6 the lowest grade).

Personnel and Compliance

1. WashTec Code of Ethics

Since 2005, a standard Code of Ethics applies to all companies of the WashTec Group, and its main tenet requires that all employees comply with all laws and directives (compliance). The Code includes the key directives on how employees ought to interact with one another and how to interact with customers, suppliers, advisors and government offi cials. The WashTec managers and the Company's employees in Sales, Purchasing, Personnel and Finance routinely sign an avowal to comply with the directive. Any violations will be pursued. The WashTec Code of Ethics can be downloaded from www.washtec.de.

2. Corporate Philosophy

The corporate philosophy (»Leitbild«) introduced in fi scal year 2015 provides all employees with guidance on how to interact among themselves and with customers. Highest priority above all is on providing maximum customer benefi t. Each contact with WashTec should be a positive experience for our customers. The corporate philosophy is the basis for our leadership policies. The corporate philosophy is being rolled out throughout the Group in the form of global workshops for all employees. Management training programs are built upon this philosophy and specifi cally tailored to WashTec's needs.

3. Employee Handbooks

In all foreign subsidiaries of the WashTec Group, the most important provisions concerning the employment relationships are also governed in so-called »Employee Handbooks«. These contain, for example, rules on non-discrimination, handling employee complaints, employee interaction as well as general rules on structuring employment relationships.

4. Internal Compliance Audits

All departments and companies within the WashTec Group are regularly audited on their compliance with all applicable internal and external directives and rules. These audits take the form of a so-called »internal compliance audit«. Thus, any inconsistencies or discrepancies should be identifi ed as early as possible and corrected.

5. Training and human resource development

Human resource development plays an important role at WashTec. WashTec off ers all its employees the opportunity to participate in internal and external continuing education and training programs. These programs range from foreign language and IT courses and specialized training to soft skills training (e.g., for managers). A separate budget is planned each year for employee training. Throughout the Group, 90% of the advanced training courses requested by the employees were carried out.

In North America, the Company has voluntarily launched a system to continue paying compensation during illness because the local laws and regulations have not to date required such benefi ts.

The Company's headquarters are in Augsburg. At this location, the Company off ers formal training in the fi elds of information technology (IT), mechatronics, and qualifi cation as an industry business person [Industrie-Kauff rau/-mann]. The number of training positions is supposed to be tripled in 2016. Likewise, in 2016, the training faculties should be expanded to cover the fi eld of industrial mechanics.

6. Employee satisfaction

The employees of WashTec are a key to our business success. We are constantly working towards always improving in this area.

In a study conducted by »Focus«, WashTec was recognized as one of the best employers in the engineering sector.

The communication between management board members, managers and employees improved as a result of social activities conducted during non-business hours, such an annual ski trip, a company running event or the WashTec happy hour.

7. Health and safety

Through its regular training on work safety, the ergonomic design of its work stations and its medical wellness checks (e.g., in connection with the »WashTec Health Days« program, which is regularly off ered in Germany), WashTec has proven its commitment to the health of its employees. Since 2007, E-learning software has helped our managers train our employees.

Moreover, under the SCC certifi cation, WashTec has a very well-developed employee safety system and health protection management system. WashTec service technicians are under a special obligation to learn and understand the issue of safety. The focus of regular training and certifi cation programs are training sessions for conduct in and around gas stations in preparing and implementing work related to the commissioning, maintenance and servicing of our equipment and systems. All WashTec service technicians in Germany participated in a driver safety training program (using their company cars). The roll-out of new safety equipment is accompanied by extensive training sessions. Thus, for example, all service technicians were given special mobile scaff olding, which was developed in collaboration with a well-respected scaff olding manufacturer. In a training program, which was separately conceptualized for that purpose, our employees were introduced to the so-called »WashTec Tower« in order to be able to correctly and safely use the advantages of the scaff olding, which had been specially developed to meet the needs of working on wash equipment

at greater heights. The concept and launch of the »WashTec Tower« was awarded the »Clever Fox« (»Schlauer Fuchs«) prize by the employers' liability insurance association for woodwork and metalwork (Berufsgenossenschaft für Holz und Metall). Compliance with these safety provisions is routinely monitored in internal and external audits. Likewise, the results from audits carried out at customers' locations are used to motivate our employees and to continually improve the working conditions.

In connection with the reorganization of the production routines and investments in the production sites, special emphasis has also been placed on ergonomic work stations and tools. The number of occupational accidents at WashTec has also declined signifi cantly in the past years according to the industry averages reported by the employers' liability insurance associations. Awards, which are handed out by major customers in the oil industry for successful safety work, validate for us the high standard of our culture of safety at WashTec.

8. Balancing family and career

Balancing family and career is a matter that lies close to every parent's heart. WashTec actively seeks to meet this need for a work-life balance among its employees. To this end, WashTec is off ering a number of customized, fl exible work models. Evidence of its success is the excellent way in which staff members, who return from parental leave, reintegrate into the challenging roles and responsibilities and the rising number of mothers and fathers concluding part-time agreements.

Social commitment – Bunter Kreis

The birth of a handicapped child, a heart problem or the diagnosis of cancer, an accident or hereditary disease always aff ects the entire family and changes lives abruptly. With approximately 70 professionals, the registered association known as Bunte Kreis e.V., which was formed in Augsburg in 1991, supports handicapped and severely sick children as well as their families in that situation in terms of psychiatry, social services, medicine and fi nance. The work of the Bunte Kreis is absolutely critical for the local children's hospital in Augsburg, the Augsburger Kinderklinik. The Bunte Kreis is helpful particularly during the period following the release from the hospital when it assists families in dealing with their new challenges and burdens. The reliable follow-up care often also allows children to leave the hospital early. Since the frequently time-consuming care for sick children and their families is fi nanced only in part through public healthcare insurance, WashTec has continually supported the Bunte Kreis since 1996 and has done so as one of the main sponsors by making both monetary and in-kind donations.

The WashTec Share

Karoline Kalb Member of the Management Board

Stock market performance in 2015

During some periods in 2015, global stock markets experienced high volatility. This was particularly the case for the Chinese stock market which, after a brilliant start, came under massive pressure during the middle of the year and created a drag on the European stock markets as well. The cause of these trends were increasing concerns about economic growth in China. Particularly during the second half of the year, these concerns produced considerable downward pressure on oil prices and industrial raw materials. As a consequence, the currencies and stock markets of commodity-dependent countries began to decline. By the end of the year, the US Federal Reserve decided to raise its prime rate for the fi rst time in many years, thereby applying an additional brake on economic growth (even though the decision had been widely expected).

Compared to the rest of the world, the German stock market showed a favorable trend in 2015. In March, the DAX climbed above 12,000 points for the fi rst time in its history and reached its peak for the year in April (climbing to 12,391 points) before closing 2015 at 10,860 points on the last trading day of the year. Thus, the DAX gained 9.4% for the year. The small-cap index, SDAX, climbed 26.6% to 9,098 points, and the European benchmark stock index, Euro Stoxx 50, reported a 3.2% gain to 3,288 points.

WashTec share price increases 132.8 % during the course of the year

The WashTec share price entered 2015 at € 13.10 and, by the end of the day on January 6, 2015, reported its low for the year at € 12.90. On December 1, 2015, the share price reached its annual high of € 33.70 and, at the end of the year, equaled € 30.50. The price increase in 2015 was 132.8%.

Market capitalization of approximately € 426 million, December 31, 2015

The Company's market capitalization at year's end rose to € 426 million (Source: Deutsche Börse) as a result of the good performance. In the Deutsche Börse AG ranking relating to the Prime Standard companies not included in the DAX or the TecDAX indices, WashTec – as of November 30, 2015 – achieved a ranking of 84 in terms of market capitalization (based on shares held in free fl oat) and 112 in terms of trading volume and therefore just missed inclusion in the SDAX. In order to be included in the SDAX, a company must rank in the top 110 under both criteria. Eff ective March 21, 2016 Deutsche Börse has included WashTec in SDAX as a result of the good performance and increased trading volume.

Entry in SDAX as at March 21, 2016

Price development of WashTec shares 2015/2016 compared to the SDAX (index)

As of February 29, 2016, the shares were trading at € 30.05 per share.

Attractive dividend policy

Pursuant to a resolution adopted by the annual general meeting of shareholders on May 13, 2015, the Company paid its shareholders a dividend of € 1.65 per share for fi scal year 2014, which consisted of a dividend payment of € 0.70 per share as well as a special dividend payment of € 0.95 per share.

In August and September 2015, a share buyback program was implemented in the form of a public share buyback off er. In connection with the share buyback program, the Company purchased almost 550,000 shares at a price of € 23.20 per share. Following the conclusion of the program, the Company holds 4.25% of its own shares.

Total Shareholder Return 145.4%

In 2015, the Company made distributions equaling € 35.7 million in the form of share buybacks and dividend payments. The total shareholder return was 145.4%.

WashTec aims to have an attractive dividend policy that ensures a successful continued growth of the Company. Moreover, the Company shall regularly review the prospect of distributing special dividends or the possibility of buying back shares. Such measures will be evaluated on the condition of the Company having suffi cient funds at its disposal for expanding its market position.

The Company therefore plans to recommend that the annual general meeting of the shareholders renew the authorization, which is expiring in 2016, for buying back shares representing up to 10% of the registered share capital. Details regarding prior share buybacks can be found in the investor relations section of the Company's website: www.washtec.de.

Changes in the shareholder structure

The WashTec AG shares are listed on the Prime Standard segment, and the majority of those shares are held by institutional investors. The strong focus of WashTec products on environmental protection and sustainability is also refl ected in the stake held by shareholders, who select their investments on the basis of clearly defi ned sustainability criteria.

Shareholder structure as December 31, 2015

3 Setanta Asset Management

(WpHG)

In fi scal year 2015, WashTec received numerous voting rights notifi cations pursuant to the German Securities Trading Act (WpHG):

Nmás1 Dinamia, S.A., Madrid, Spain, informed us that its voting shares on July 20, 2015 exceeded the 10% threshold and equaled 10.80% on that day. The voting shares of EQMC Europe Development Capital Fund plc., Dublin, Ireland, were attributed to it.

Nmás1 Dinamia, S.A., Madrid, Spain, informed us that its voting shares on September 16, 2015 fell below the 10% threshold and equaled 9.781% on that day. The voting shares of EQMC Europe Development Capital Fund plc., Dublin, Ireland, were attributed to it.

Nmás1 Asset Management, SGIIC, S.A., Madrid, Spain, informed us that its voting shares on September 16, 2015 fell below the 10% threshold and equaled 9.781% on that day. The voting shares of EQMC Europe Development Capital Fund plc., Dublin, Ireland, were attributed to it.

EQMC Europe Development Capital Fund plc, Dublin, Ireland, informed us that its voting shares on September 16, 2015 fell below the 10% threshold and equaled 9.781% on that day.

Kempen Oranje Participaties N. V., Amsterdam, Netherlands, informed us that its voting shares on September 28, 2015 exceeded the 10% threshold and equaled 10.73% on that day.

WashTec AG informed us that on September 14, 2015 its treasury shares exceeded the 3% threshold and equaled 4.25% on that day.

Lazard Freres Gestion SAS, Paris, France, informed us that its voting shares on October 12, 2015 fell below the 5% threshold and equaled 4.94% on the day. 4.04% of the voting rights was attributed to the company. The voting rights of SICAV Objectif Small Caps Euro (among others) are attributed to it.

Seven investors therefore each hold at least 5.00% of the voting rights, and 35.20% are held in free fl oat. According to the defi nition used by Deutsche Börse, free fl oat equals 87.37%, because own shares and the shares of Dr. Kurt Schwarz are removed.

Directors' Dealings

The following directors' dealings were reported to the Company pursuant to the Securities Trading Act (WPHG):

  • Purchase of 5,000 shares by Dr. Liebler, Supervisory Board Member, on May 13, 2015,
  • Purchase of 5,000 shares by VVG Familie Roland Lacher KG, which is represented by Mr. Lacher, Supervisory Board Member, on May 18, 2015,
  • Purchase of 5,000 shares by Dr. Hein, Supervisory Board Member, on May 29, 2015,
  • Purchase of 12,500 shares by Dr. Zimmermann, Management Board Member, on September 25, 2015,
  • Purchase of 3,000 shares by Mr. Weber, Management Board Member, on November 19, 2015,
  • Purchase of 4,000 shares by Mr. Springs, Management Board Member, on December 10, 2015,
  • Purchase of shares totaling 3,300 shares by Ms. Kalb, Management Board Member, on December 21, December 23, and December 29, 2015.

Active investor relations work continued

In 2015, management continued an ongoing dialogue with shareholders, the fi nancial community and journalists. On the occasion of publishing its results, the Company held fi nancial press con ferences as well as conference calls for analysts and investors. At the annual general meeting of shareholders on May 13, 2015, the Management Board shared its detail position on the current market situation, business development and strategy and discussed these matters with the shareholders. Moreover, the shareholders of WashTec AG were updated in a timely manner about all important events. WashTec participated in the capital market conferences of Baader Bank in September, the Equity Capital Forum in November, and Oddo Seydler (Lyon) in January 2016.

WashTec shares are covered by a number of independent analysts

WashTec shares are regularly analyzed and valued by analysts at reputable fi nancial institutions (Hauck & Aufhäuser, HSBC Trinkaus & Burkhardt, MM Warburg). In January 2016, Bankhaus Lampe initiated coverage.

Key data on WashTec shares

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*** weighted average number of outstanding shares since 31 Dec 2009: 14.0m, since 31 Dec 2013: 13.9m, at 31 Dec 2015: 13.8m

Additional information and contact:

Current data regarding the WashTec shares and detailed information about the WashTec Group and its products can be found on the Company's website at www.washtec.de.

In addition, any persons interested in the Company and its shares may also contact the Investor Relations Department at WashTec AG:

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2015 at a Glance

WashTec Group*

  • All regions and products reported revenue and earnings growth
  • Revenues of € 340.9m or 12.7% higher than prior year (9.9% increase after adjusting for exchange rate eff ects)
  • Revenues in Q4 9.9% (€ 8.6m) higher than prior year
  • EBIT nearly doubles to € 36.4m with an EBIT margin of 10.7%
  • EPS climbs to € 1.78

Core Europe

  • Signifi cant revenue increase and earnings improvement
  • Revenues: € 276.6m; EBIT: € 34.0m

Eastern Europe

  • Signifi cant revenue increase and earnings improvement
  • Revenue: € 14.3m; EBIT: € 0.2m

North America

  • Signifi cant revenue increase and earnings improvement
  • Revenue: € 54.3m; EBIT: € 1.6m

Asia/Pacifi c

  • Signifi cant revenue increase and earnings improvement
  • Revenue: € 14.8m; EBIT: € 0.7m

* segment disclosures without consolidation

Revenue, EBIT, EBIT margin, free cash fl ow

Basic Background of the Group

1

1.1 Business model

WashTec is the leading provider of innovative solutions for car wash worldwide. The WashTec product range comprises all types of vehicle wash equipment as well as the associated peripheral devices, wash chemicals and water reclaim systems. WashTec also off ers comprehensive servicing packages cover-

ing the entire lifecycle of the products sold, including main tenance of the equipment, operator models and brokering the fi nancing for the equipment. The sale of equipment and service are the Company's major revenue drivers.

1.1.1 Group and organizational structure

The WashTec AG consolidated fi nancial statements cover not only the parent company, but also the following group companies. WashTec AG directly or indirectly owns 100% of these companies.

  • 1 Control and profi t (loss) pooling agreement
  • 2 Company constitutes a sub-group with Benelux Carwash Management B.V., Zoetermeer, The Netherlands, WashTec Benelux Administrative B.V. Zoetermeer, The Netherlands, and WashTec Benelux N.V., Brussels, Belgium, the profi ts and losses of which are booked to WashTec Benelux B.V. Zoetermeer, The Netherlands.
  • 3 This company is currently inactive
  • 4 Includes operating sites in Norway
  • 5 WashTec Cleaning Technology GmbH 90%, WashTec Holding GmbH 10%
  • 6 Includes subsidiary WTMVII Cleaning Technologies Canada, Inc. in Canada
  • 7 Formerly WashTec Carwash Operations GmbH

WashTec AG

As the Group's ultimate parent company, WashTec AG is responsible for the strategic management and control of all its subsidiaries

As the Group's ultimate parent company, WashTec AG is responsible for the strategic management and control of all its subsidiaries.

Since this company does not have any operations of its own, its results of operation, net assets, and fi nancial position depend solely on the fi nancial performance of its subsidiaries. As a result, the information set out below relates mainly to the Group. Information specifi c to WashTec AG is provided where required. The subsidiaries of WashTec AG are AUWA-Chemie GmbH, WashTec Holding GmbH and WashTec Carwash Management GmbH. The WashTec AG has profi t and loss pooling agreements with AUWA-Chemie GmbH and WashTec Carwash Management GmbH.

WashTec Holding GmbH

With the exception of AUWA-Chemie GmbH and WashTec Carwash Management GmbH, the WashTec Group's operational interests are held by WashTec Holding GmbH, based in Augsburg, Germany. The WashTec Holding GmbH has profi t and loss pooling agreements with WashTec Financial Services GmbH and WashTec Cleaning Technology GmbH.

WashTec Cleaning Technology GmbH

The bulk of operations is performed by WashTec Cleaning Technology GmbH, Augsburg, Germany. This is where the key products of the WashTec Group are developed, manufactured, sold and serviced. The Company's subsidiaries and independent foreign sales partners are supplied and supported by WashTec Cleaning Technology GmbH.

Foreign subsidiaries

The WashTec Group has subsidiaries in all of the key Core European, Northern American and Asia/Pacifi c markets. Subsidiaries in the US, Canada, Australia, China, Spain, the UK, France, Belgium, Denmark/Norway, Poland, Austria, Italy and the Netherlands are responsible for selling and servicing WashTec products. For an overview of the production sites, see section 1.1.3.

WashTec Financial Services GmbH

WashTec Financial Services GmbH brokers for customers of the WashTec Group customized instruments for fi nancing the acquisition of WashTec products. It receives a brokerage commission from the lenders involved in the fi nancing deals; most of those lenders are commercial leasing entities.

AUWA-Chemie GmbH

AUWA-Chemie GmbH develops, manufactures and sells chemical products for car wash equipment. It has its own distribution organization in Germany and distributes via WashTec subsidiaries and independent distribution partners.

WashTec Carwash Management GmbH

WashTec Carwash Management GmbH (formerly WashTec Carwash Operations GmbH) handles the operation of car wash equipment on behalf of and for the account of its customers. The company also off ers numerous other services, such as profitability and site analyses.

1.1.2 Locations

WashTec is represented worldwide The WashTec Group has a global presence with nearly 1,700 employees worldwide and branches in all major markets including Core Europe, Eastern Europe, North America, and Asia. WashTec also has a broad network of independent sales partners and thus is represented in about 70 countries throughout the world.

1.1.3 Production, sourcing and logistics

WashTec has a global logistics and produc tion network

WashTec has an international procurement and production chain with production facilities in China, the Czech Republic, the US and Germany. Most of the equipment for Europe is assembled in Augsburg, Germany. The carwash equipment for the North American market is produced in Denver (USA), and the equipment for the markets in Asia is produced mostly in Shanghai (China). The Czech Republic handles most of the sheet metal production, and components are preassembled there as well. The Company has two other sites in Germany where control units for the entire Group (Recklinghausen) and the wash chemicals (Grebenau) are produced. WashTec uses modern and constantly evolving production methods to produce all of its products.

1.1.4 Reporting by segment

WashTec's global business was broken down into four geographical segments. In the »Core Europe« segment, the activities of the WashTec Group in Western Europe are consolidated. The »Eastern Europe« segment comprises the countries of Eastern Europe including Russia, whereas the segment in »North America« includes the activities in the United States and Canada. The »Asia/Pacifi c« segment primarily includes the business development of the Australian and Chinese subsidiaries. Due to organizational changes, which involved consolidating the Eastern European segment and the previous export activities into the headquarters, WashTec will not separately report the Eastern European segment beginning in fi scal year 2016. In the future, Eastern Europe will be part of the Core Europe segment. Today's structure for the North America and Asia/ Pacifi c segments will remain the same.

1.1.5 Management and control

As required by the German Stock Corporations Act (Aktiengesetz or AktG), WashTec AG has a two-tiered managerial and supervisory structure, which is composed of a management board and the supervisory board. WashTec's management board was expanded from two to four members in early 2015. The management board, in its own authority, manages the Company, determines its strategic positioning and pursues the goal of eff ectively increasing the Company's value. The supervisory board, which consists of six members according to the articles of association, advises and supervises the management board.

As the company that manages the group, WashTec AG determines the corporate strategy and senior management decisions, resource allocation and communications between the company's important target groups, particularly the capital market and the shareholders. A high-priority goal of WashTec is to permanently increase shareholder value. The Company's internal controlling pursues this challenge through a value-oriented management system. This system encompasses an integrated planning and controlling strategy, target ratios for management as well as measures for ensuring a sustainable growth in profi ts, effi ciency improvements and effi cient capital management. The Company's management board and supervisory board defi ne the corporate strategy and the targets resulting therefrom, which are implemented at all business units throughout all of the Group's levels of responsibility.

The monitoring is carried out through regular meetings held in all reporting units. These include monthly management board (add-on) meetings with the division directors, regular international management meetings with heads of the operating companies, global sales committee meetings, strategic and annual planning including investment planning, production and capacity planning, regular reporting and forecasting, ongoing market analyses, and regular unit revenue, sales, order backlog and market share analyses. In this connection, all investment projects are reviewed and monitored separately.

1.1.6 External factors infl uencing the business

Key market drivers

Economy: Increase in the number of registered cars and labor costs, rising per capita income

Rising vehicle numbers, growing demands for technology and convenience are propelling the trend in automated car washing

One of the main factors infl uencing the increasing popularity of automated car wash is not only the country-specifi c consumer behavior and the average per capita income, but also a large or growing pool of vehicles requiring washes.

Higher wages, a rise in per capita income and the worldwide increase in the number of vehicles has created lasting market potential in many regions. This applies, above all, to regions that are transitioning from handwashing to various forms of automated washing.

Technology/Convenience: Increasing demands for speed, convenience and quality of the washes

Compared to hand washing, automated washing generally yields better wash quality and is less abrasive to car fi nish. Furthermore, the wash process in an automated car wash is far less time-consuming than manual washes.

Environmental issues: More stringent requirements and implementation of environmental regulations – fresh water as a limited resource

Automated car washing is environmentally friendly: Particularly when used together with water reclaim system, automated car washing requires signifi cantly less water than handwashing.

Additional trends and infl uences:

  • Alternative vehicle drives: Until now, no clear favorite has emerged as to which drive concept will prevail in the future (e.g., hybrid/electric), which means that it remains unclear where »vehicle fueling« will take place in the future. The Company is assuming, however, that the gas station will remain important in the mid-term.
  • Alternative individual mobility concepts (e.g., car sharing): Vehicles that are set aside for this arrangement also necessitate frequent washing by suppliers or users.

WashTec is carefully monitoring these and other trends in order to react to changed circumstances as quickly as possible.

1.2 Goals and Strategies

The starting point of our strategy is a strong focus on the needs of our customers and, related thereto, a very detailed and specifi c understanding of the carwash process. In this regard, we focus both on the end customer and the operator with the attempt to promote the attractiveness of car washing and improve profi tability for the operators.

We believe that the foundation for profi table growth is innovation that tracks customer needs, constant improvement of our internal processes as a learning organization and the related employee development. These steps allow us to create value for our customers, the Company and our shareholders.

1.3 Management system

1.3.1 Financial quantitative targets and performance indicators

The instruments used for the Company's planning and management system are the following fi nancial and non-fi nancial performance indicators:

Key fi nancial performance indicators

  • Revenue
  • EBIT

In addition, the following key indicators are used at the Group level:

Free cash fl ow [cash infl ow from operating business activities (net cash fl ow) – cash outfl ow from investing activities]

Key non-fi nancial performance indicators

At the Group level, the following non-fi nancial performance indicator is used:

HSE (health, safety, environment) work injuries/million man hours worked

1.3.2 Risk management

Dealing responsibly with commercial risk is one of the basic principles of good corporate governance. The management board has intra-group and company-specifi c reporting and management systems in place which permit it to identify,

evaluate and manage these risks. These systems are continuously developed and adapted to changes in the business and legal environment. The management board regularly informs the supervisory board as to existing risks and as to developments regarding such risks.

Details of risk management are found in the risk report, which is part of the Management Report. The Management Report contains the report required under §§ 289 (5) and 315 (2) no. 5 of the German Commercial Code (HGB) on the internal monitoring and risk management system as it relates to accounting matters.

1.4 Research and development

The focus of our research and development work is on enhancing the benefi ts for our customers. The tasks involve supporting the products throughout the entire life cycle, continually developing the products and expanding and deepening our process and application know-how. In essence, we seek:

  • to optimize the washing and drying processes
  • to simplify the operability (ease of use), and
  • to improve the availability and effi ciency of our products

In total, more than 65 employees work at the WashTec head offi ce in Augsburg in the area of research, development and testing. For WashTec, the protection of its innovations through the use of patents is a high priority. The WashTec Group holds more than 700 intellectual property rights.

The total expenditures in the fi eld of research, development and testing increased by 15% to over € 6.5m because of the number of pending projects.

In 2015, the Group's capitalized development cost equaled € 0.4m (prior year: € 0.4m). In addition expenditures in the amount of € 0.5m (prior year: € 0.6m) were not activated.

2.1 Overall economic and industry-specifi c environment and conditions

2.1.1 Overall economic development

Global economic growth in 2015

According to information provided by the International Monetary Fund (IMF), the global economy grew by 3.1% in 2015. This growth rate is slightly lower than last year's growth rate and is also lower than the forecast for 2015. Whereas the German growth rate of 1.5% was better than projected, the growth rate in the USA was 1% lower than forecasted. As a whole, the Eurozone slightly exceeded forecasts.

Source: International Monetary Fund (IMF) World Economic Outlook, Update January 2016

Impact on the operation of car wash equipment

Good industry economic cycle supports WashTec growth in 2015

In the opinion of WashTec, the wash equipment sector 2015 developed better than other segments of the industry. With a typical exchange cycle of seven to ten years for the main product (rollover systems), the high number of equipment sales that were made prior to the outbreak of the fi nancial crisis in 2007 supported this favorable development.

The lower oil prices have not yet led to a weakening of capital expenditures by the impacted major customers. The current lower price level could lead to increased demand for convenience retail segments of customers. Report on Economic Position 2

2.1.2 Market for car wash equipment

Customer groups

WashTec's customers are predominately operators of petrol (gas) stations off ering on-site car washing with which they generate an important part of their earnings. These customers include multinational oil companies or retailers, individual operators and operators of chains of petrol (gas) stations/car washes and supermarkets. The customer base also includes operators of stand alone car washes. Other customer groups offer car washing as a complimentary service for their customers or wash their own vehicles in order to preserve the value of their vehicle fl eets. These customer groups include car dealerships and garages, trucking companies and transportation fi rms.

Competition

In Europe, which is a developed market with very intense competition, WashTec is, according to its own research, the clear market leader with respect to market coverage and market share. The main European competitors are Otto Christ AG (Germany), and Istobal S.A. (Spain). Competitors with smaller market shares such as Alfred Kärcher GmbH & Co. KG (Germany) as well as a host of local producers of self-service wash systems, are attempting to capture greater market share. World Istobal S.A., Spain

The largest competitors in the established North American market, which is more fragmented on the customer and provider sides, are Ryko Solutions Inc., PDQ Manufacturing Inc., Belanger Inc. and Broadway in the car dealership segment.

The Asian market is dominated by Daifuku, a Japanese manufacturer, while the missionary market of China has a array of local providers.

Key competitors in Europe: Otto Christ AG, Deutschland

Sales markets

Germany and Core Europe are still the most important sales markets. Based on WashTec's strategy, North America, Eastern Europe and Asia/Pacifi c will have a higher percentage of the Group's overall sales revenue in the mid-term.

2.2 Business performance

The following section examines WashTec Group's business performance. WashTec AG is not itself an operating entity and earns income exclusively from dividends paid by WashTec Holding as well as from profi t transfers made by WashTec Carwash Management GmbH and AUWA-Chemie GmbH. Thus, the following discussions relate primarily to the Group. WashTec AG will be discussed separately in section 2.6.

Diff
sib
le d
er
enc
es
pos
ue
20
14
Go
als
20
15
20
15
Ch
ang
e
nd
ing
-off
to
rou
Rev
enu
es
€m .6
302
slig
inc
ht
rea
se
340
.9
12
.7%
sid
ble
con
era
EB
IT
€m 18.
4
inc
rea
se
36
.4
97
.8%
Fre
ash
fl o
e c
w
€m 25
.1
slig
ht
dec
rea
se
26
.2
4.4
%
HS
E (
rk
ide
/
nts
wo
acc
rki
hou
rs i
)
wo
ng
n m
1.3 0 1.6

Good revenue and business development

Revenues in 2015 rose by 12.7% to € 340.9m (prior year: € 302.6m). After adjusting for exchange rate eff ects, the increase equaled 9.9%. Thus, the goal for revenue growth of 1–3% compared to the prior year was considerably exceeded. The increase in revenue was the result of favorable revenue growth in all segments.

In 2015, EBIT rose to € 36.4m. This fi gure represents an increase of 97.8% (prior year: € 18.4m). The goal of considerable increase was therefore achieved. The key reason for this development was the very positive business development in the Core Europe segment. However, all other regions also contributed favorably to an improvement in earnings.

Free cash fl ow [cash infl ow from operating activities (net cash fl ow)] equaled € 26.2m (prior year: € 25.1m). Accordingly, the forecast of slightly lower free cash fl ow was surpassed. Here again, the reasons were, above all, the very good business development. Compared to the prior year, free cash fl ow was infl uenced above all by higher capital expenditures totaling approximately € 3.0m, roughly € 5.0m higher corporate income tax payments and a revenue-triggered € 2.5m increase in working capital.

The number of workplace accidents per one million man hours of labor increased slightly, but remains with 1.6 signifi cantly below in the industry average of 25.3 accidents reported by the employers' liability insurance associations [Berufsgenossenschaften]. The goal of 0.0 accidents was not achieved.

The business performance of the WashTec Group in 2015 exceeded the expectations. One of the hallmarks of 2015 was a number of new or renewed existing major customer contracts. The outcome of these negotiations turned out to be more favorably to the Group than WashTec had expected and communicated in the annual guidance. The management board views the business development and above all the progress on the measures taken to promote the future development of the Group as very favorable.

2.3 Position

Multi-year comparison of key planning and management fi gures

Diff
sib
le d
nd
ing
-off
to
er
enc
es
pos
ue
rou
20
15
20
14
20
13
Rev
enu
e
€m 34
0.9
302
.6
29
9.7
EB
IT
€m 36
.4
18.
4
17
.1
Eq
uity
tio
ra
in
%
42
.2
48
.9
50
.4
Fre
ash
fl o
e c
w
€m 26
.2
25
.1
15
.7

2.3.1 Order backlog

Order backlog as of December 2015 once again higher than the prior year

As of December 31, 2015, the Company reported a higher order backlog compared to the end of the prior year, particularly in the North American and Asia / Pacifi c markets. Since WashTec Group's orders generally cycle-through within six to ten weeks, the order backlog serves as an indicator for the upcoming months, but has only very limited indicative value for how the entire 2016 fi scal year will develop.

2.3.2 Results of operation

2.3.2.1 Income statement

The following table shows the income statement of the WashTec Group:

in €
m
20
15
20
14
Ch
ang
e
Ch
ang
e
Diff
sib
le d
nd
ing
-off
to
er
enc
es
pos
ue
rou
( ab
sol
)
ute
(in
%)
Rev
enu
es
34
0.9
302
.6
+ 3
8.3
+ 1
2.7
Co
f m
ria
ls
st o
ate
– 1
38
.8
–12
0.2
– 1
8.6
+ 1
5.5
Oth
ing
in
rat
er
ope
com
e
4.4 4.2 + 0
.2
+ 4
.8
Per
nel
son
ex
pen
ses
– 1
13.
2
– 1
11.
1
– 2
.1
+ 1
.8
Oth
ing
rat
er
ope
ex
pen
ses
(in
clu
din
the
)
r ta
g o
xes
0.6
– 5
– 4
7.5
– 3
.1
+ 6
.5
EB
ITD
A
46
.1
28
.6
+ 1
7.5
+ 6
1.2
De
cia
tio
nd
iza
tio
ort
pre
n a
am
n
– 9
.6
0.3
– 1
+ 0
.7
– 6
.8
Op
tin
lt (
EB
IT)
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esu
36
.4
18.
4
+ 1
8.0
+ 9
7.8
EB
IT
in
ma
rg
10
.7
6.1 .6
+ 4
Fin
ial
ult
anc
res
– 0
.5
– 0
.7
+ 0
.2
– 2
8.6
Ear
nin
bef
(E
BIT
)
ta
gs
ore
xes
35
.9
17.
7
+ 1
8.2
+ 1
02.
8
Tax
es
– 1
1.4
– 5
.0
– 6
.4
+ 1
28
.0
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lida
ted
t in
nso
ne
com
e
24
.6
12.
7
+ 1
1.9
+ 9
3.7

2.3.2.2 Revenue development

The WashTec Group's revenues totaled € 340.9 and were therefore signifi cantly higher (€ 38.3m or 12.7%) than the prior year fi gure of € 302.6. Accordingly, revenue development in the fi rst half of the year was somewhat stronger than in the second half of the year as had been forecasted.

Revenue development in €m

After adjusting for exchange rate eff ects, revenues for the entire year equaled € 332.5m and were therefore 9.9% above the prior year level (€ 302.6m). A detailed discussion about the development of the individual segments is set forth in the segment reporting under subsection 2.3.3.

Revenues by products

13
.1
6
12.
+ 0
.4
4.0
37
.6
34
.3
+ 3
.2
9.6
29
0.2
255
.7
+ 3
4.5
13
.5
( ab
sol
)
ute
(in
%)
20
15
20
14
Ch
ang
e
Ch
ang
e

Signifi cant revenue growth in Equipment and Service

Equipment and Service revenues equaled € 290.2m and were thus signifi cantly higher than the prior year level of € 255.7m. Also the chemicals business once again developed favorably. The revenue grew by € 3.2m to € 37.6m (prior year: € 34.3m). The numbers generated in the chemicals business are particularly positive given the fact that the Group lost a large chemicals client in North America during the course of 2015. Revenues generated by WashTec Carwash Management GmbH and WashTec Financial Services GmbH are reported under the »Operations business and others« division. In the recently completed year, these revenues equaled € 13.1m and were slightly higher than the prior year level.

2.3.2.3 Expense items and results

2.3.2.3.1 Expense items

Cost of materials

The cost of materials includes, above all, purchased raw materials, consumables and supplies. The largest items related to the purchase of, e.g., steel, plastics and other raw materials. Due to higher sales, the cost of materials increased from € 120.2m to € 138.8m.

Based on the increase in revenues, gross margins rose from € 182.6m to € 205.1m. Despite the higher percentage of new equipment business, which has a lower cost of materials margin than the product segment, the margin was 60.2% and was therefore nearly comparable to the prior year level of 60.3%.

Personnel expenses

Personnel expenses rose from € 111.1m to € 113.2m. The higher personnel expenses can be attributed, above all, to scaled wage increases under collective bargaining agreements in Core Europe and to the operational foreign exchange (FX) eff ects when translating values from entities reporting in a foreign currency. The personnel expense ratio (personnel expense as a percentage of revenue) decreased from 36.7% to 33.2%.

The number of employees at year's end was 1,689 and therefore 25 more than the previous year. This increase is inter alia part of the human resource build-up in the sales-related divisions that had already been budgeted for 2016.

Other operating expenses (including other taxes)

Other operating expenses (including other taxes) rose by € 3.1m from € 47.5m to € 50.6m. The cost increases resulted primarily from the higher costs incurred for contract employees (€ 0.9m) in combination with higher revenues, increased costs for supervisory board remuneration (€ 0.6m) caused by the change in the remuneration model approved at the last annual general meeting of shareholders as well as by the higher losses arising from the foreign currency valuation. The foreign exchange losses included in other operating expenses increased to € 2.5m (prior year: € 1.4m). A positive development were the trends above all in vehicle costs. Initiated improvement measures, combined with lower fuel costs, have led to savings of more than € 1.0m compared to the prior year.

Other operating income (including other capitalized development costs) rose slightly, by € 0.3m, from € 4.6m in the prior year to € 4.9m.

2.3.2.3.2 Foreign exchange eff ects

The exchange rate development of the US Dollar to the Euro does not generally have a major impact on the operating business because most of value creation and revenue recognition takes place in the respective regions themselves. The reporting date valuation of the balance sheet assets and liabilities held in a foreign currency had a negative impact on earnings of approx. € –0.5m (prior year: € +0.2m).

2.3.2.3.3 EBITDA

Earnings before interest, taxes, depreciation and amortization (EBITDA) equaled € 46.1m and were therefore € 17.5m higher than the prior year (€ 28.6m).

2.3.2.3.4 Depreciation and amortization

Depreciation and amortization amounted to € 9.6m (prior year: € 10.3m). The lower depreciation is attributable mostly to the special write-downs of buildings taken in the prior year.

2.3.2.3.5 EBIT

Earnings before interest and taxes (EBIT) rose to € 36.4m (prior year: € 18.4m).

EBIT climbed by € 18.1m to € 36.4m; EBIT margin was at 10.7%

201219.2201317.1201418.4201536.42011–10.4EBIT over multiple years (in €m)

EBIT according to segments is reported at subsection 2.3.3 in the segment report.

2.3.2.3.6 EBIT margin

The EBIT margin was 10.7% (prior year: 6.1%).

2.3.2.3.7 Financial result

Net fi nancial result fell from € 0.7m to € 0.5m as a result of lower expenses from fi nance leasing and lower eff ects from interest rate swaps.

Net fi nancial expenses slightly decreased to € 0.5m

Breakdown of fi nancial result

in €
diff
ible
ing
-off
du
und
e to
m,
ere
nce
s p
oss
ro
20
15
20
14
Inc
e f
th
alu
atio
f in
ter
est
te s
om
rom
e v
n o
ra
wa
ps
0.5 0.4
Inc
e f
ba
nk
int
nd
sim
ilar
in
st a
om
rom
ere
com
e
0.1 0.1
Fin
ial
inc
anc
om
e
0.6 0.5
rin
Int
bea
loa
st-
ere
g
ns
– 0
.3
– 0
.3
Int
st r
ate
ere
sw
aps
– 0
.5
– 0
.5
Exp
fro
m fi
lea
sin
ens
es
na
nce
g
– 0
.2
– 0
.3
Exp
fro
m fi
nci
nd
sim
ilar
ts a
ens
es
na
ng
cos
ex
pen
ses
– 0
.1
– 0
.1
Fin
ial
anc
ex
pen
se
– 1
.1
– 1
.1
Fin
ial
ial
ult
(n
fi n
se)
et
anc
res
anc
ex
pen
– 0
.5
– 0
.7

2.3.2.3.8 EBT

Earnings before taxes (EBT) equaled € 35.9m (prior year: € 17.7m) due to the positive business performance and the somewhat reduced fi nancial expense.

EBT over multiple years (in €m)

2.3.2.3.9 Taxes

The tax expenses of € 11.4m (prior year: € 5.0m) consist of the use of deferred tax credits and current tax expenses. The tax rate (relative to EBT) rose to 31.7%. The main cause of this increase was a signifi cant increase in non-deductible expenses due to dividend payments as well as non-recurring eff ects based on tax audits for prior years.

Loss carry-forwards are held mainly by international companies, while the loss carry-forwards in Germany have been completely exhausted.

2.3.2.3.10 Consolidated net income

Consolidated net income rose by € 11.8m to € 24.6m (prior year: € 12.7m). The earnings per share (diluted = undiluted) rose considerably to € 1.78 (prior year: € 0.91) based on an average number of shares of 13,766,278.

Consolidated net income rose by € 11.8m to € 24.6m

2.3.2.4 Use of funds/dividends

In addition to the continuing investments made to expand market position, WashTec will pursue an attractive dividend policy in the future. Management board and supervisory board are recommending to the annual general meeting of shareholders scheduled for May 11, 2016 that the € 22,983,636.87 unappropriated surplus shown on the balance sheet for fi scal year 2015 should be used as follows: Payment of a dividend in the amount of € 1.70 for each no-par value share that is entitled to a dividend (dividend-entitled share), thereby yielding an aggregate divi dend payment of € 22,749,950.80, and a carry forward of the remaining unappropriated surplus in the amount of € 233,686.07 to a new account.

2.3.3 Segment report

EBIT by segments in €m*

* Consolidation effects are disregarded.

* Consolidation effects disregarded.

2.3.3.1 Core Europe

Ke
f
i g
Co
Eu
nt
ur
es
re
ro
p
e s
eg
me
y
Diff
sib
le d
nd
ing
-off
to
er
enc
es
pos
ue
rou
20
15
20
14
Ch
ang
e
(in
%)
Rev
enu
es
€m 6.6
27
250
.1
+ 1
0.6
EB
IT
€m 34
.0
17.
6
+ 9
3.2
EB
IT
in
ma
rg
in
%
12
.3
7.0
f D
Em
loy
(a
31)
p
ees
s o
ec
1,3
28
16
1,3
+ 0
.9

Revenues in Core Europe rose by € 26.5m to € 276.6m

Market environment

Aside from North America, the wash equipment market in Core Europe is by far one of the most developed vehicle wash markets in the world. It has the highest proportion of installed car wash equipment and related supplier services and distribution structures. Major clients are multinational and local oil companies or supra-regional retailers that operate car wash facilities in their petrol (gas) station networks either themselves or through lessee-operators. Other important customers are supermarket chains, individual operators of stand-alone car wash facilities, logistics companies or car dealerships.

The competition in Core Europe is intense and limited to only a few manufacturers. The current main competitors are Otto Christ AG (Germany) and Istobal S.A. (Spain). It is very important to have a geographically expansive service structure. Accordingly, the barriers for new competitors to enter this market are very high. According to its own research, WashTec is the clear market leader in terms of market coverage and market share and has by far the best established direct sales and service network and by far the largest installed base of over 20,000 roll-over car wash systems worldwide.

Co
Eu
re
ro
p
e
Diff
sib
le d
er
enc
es
pos
ue
ing
-off
nd
to
rou
20
14
Go
als
20
15
20
15
Cha
nge
(in
%)
Rev
enu
es
€m 250
.1
ble
sta
27
6.6
10
.6
EB
IT
€m 17
.6
ble
sta
34
.0
93
.2

Revenue development

The revenue generated in Core Europe equaled € 276.6m and was therefore signifi cantly higher than the prior year (€ 250.1m). Thus, the targets (or goals) were signifi cantly exceeded. The positive development resulted primarily from revenue growth in the Equipment and Service divisions.

Earnings development

EBIT in Core Europe rose from € 17.6m in the prior year to € 34.0m. The reason for this increase is mostly the very favorable revenue growth. The EBIT margin equaled 12.3% (prior year: 7.0%). Also with respect to earnings development, the goals were therefore exceeded.

2.3.3.2 Eastern Europe

Ke
f
i g
Ea
Eu
ste
nt
ur
es
rn
ro
p
e s
eg
me
y
Diff
sib
le d
er
enc
es
pos
ue
nd
ing
-off
to
rou
20
15
20
14
Ch
ang
e
(in
%)
Rev
€m
enu
es
14
.3
11.
1
+ 2
8.8
EB
IT
€m
0.2 0.0
EB
IT
in
in
%
ma
rg
1.5 0.0
f D
Em
loy
(a
31)
p
ees
s o
ec
13 15 – 1
3.3

Market environment

Despite continued diffi cult political environment, revenue increased by 28.8%

In the Eastern Europe segment, the ongoing tense relations in the economic cooperation with Russia remain palpable. Nevertheless, this segment was able to perform well in 2015 compared to the somewhat disappointing prior year. Given the lower labor costs, automatic car washes have a small but ever

growing market share. The sales and service structure in Eastern Europe is based fi rst and foremost on the development of the market by independent dealers, who are supported by WashTec's sales representatives. WashTec is active in Poland through a subsidiary. The competitor situation in Eastern Europe is largely similar to the structure prevailing in Core Europe. There are also local competitors, particularly in the areas of self-service and commercial vehicles.

Eastern Europe

Diff
sib
le d
er
enc
es
pos
ue
20
14
Go
als
20
15
20
15
Cha
nge
nd
ing
-off
to
rou
(in
%)
Rev
(ad
jus
ted
fo
enu
es
r
sid
ble
con
era
ff e
han
)
rat
cts
exc
ge
e e
€m 11.
1
inc
rea
se
.3
14
28.
8
EB
IT
€m 0.0 slig
ht
inc
rea
se
0.2

Revenue development

Total revenues in Eastern Europe equaled € 14.3m compared to € 11.1m in the prior year. This forecast made in the prior year was therefore attained.

Revenues in Eastern Europe rose by € 3.2m to € 14.3m

Earnings development

In a year-over-year comparison, earnings rose to € 0.2m (prior year: € 0.0m). The forecasted earnings growth was therefore achieved.

2.3.3.3 North America

Key fi gures North America segment

Diff
sib
le d
er
enc
es
pos
ue
20
15
20
14
Cha
nge
nd
ing
-off
to
rou
(in
%)
Rev
enu
es
€m 54
.3
43
.2
+ 2
5.7
EB
IT
€m 1.6 0.7 28
.6
+ 1
EB
IT
in
ma
rg
in
%
3.0 1.6
Em
loy
(a
f D
31)
p
ees
s o
ec
25
4
244 + 4
.1

Market environment

The new vehicle registrations for cars and light trucks have increased signifi cantly in recent years. Some slight population growth and growth in the number of vehicles is expected in the future.

Unlike Europe, in North America, key customers are not only major customers but also independent small or mediumsize operators of gas stations and individual operators of car wash equipment. After a signifi cant decline as a result of the fi nancial crisis, the market has recovered since 2012 and the market outlook is positive.

North America

Diff
sib
le d
er
enc
es
ue
20
14
Go
als
20
15
20
15
Cha
nge
pos
nd
ing
-off
to
rou
(in
%)
Rev
(ad
jus
ted
fo
enu
es
r
sid
ble
con
era
han
ff e
)
rat
cts
exc
ge
e e
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.2
inc
rea
se
54
.3
25.
7
sid
ble
con
era
EB
IT
€m 0.7 inc
rea
se
1.6 128
.6

Revenue development

Revenues in North America increased from € 43.2m in the prior year to € 54.3m. The revenues in US dollars equaled USD 60.0m (prior year: USD 57.1m). Thus, the forecasted signifi cant increase in revenues was achieved. The revenue development should be viewed against the backdrop that a major customer contract was lost, the adverse eff ects of which could not be fully compensated.

Earnings development

EBIT of € 1.6m reported from North America

Earnings reported from North America were € 1.6m (prior year: € 0.7m). These earnings already include negative developments related to the Canadian dollar. The operating result of the subsidiaries in North America were € 2.4m after excluding this foreign exchange eff ect. The main reasons behind this result were positive revenue growth and the professional restructuring of the company in Canada.

2.3.3.4 Asia/Pacifi c

Key fi gures Asia/Pacifi c segment

Diff
sib
le d
er
enc
es
pos
ue
20
15
20
14
Cha
nge
nd
ing
-off
to
rou
(in
%)
Rev
enu
es
€m 14
.8
12.
5
+ 1
8.4
EB
IT
€m 0.7 0.2 + 2
50
.0
in
EB
IT-
ma
rg
% 4.6 1.2
Em
loy
(a
f D
31)
p
ees
s o
ec
58 51 + 1
3.7

Market environment

On the Australian market, the major American and European manufacturers are in direct competition with one another. The Chinese market for car washes is still dominated by hand washes because wages are currently still very low there. Since 2008, WashTec has its own production and procurement site near Shanghai. In mid-2011, the fi rst direct sales structures were established and developed. In addition, by further expanding the global supply chain activities and procurement programs, the Company will exploit the production and procurement advantages from these regions for the entire product portfolio.

Asia/Pacifi c

Diff
sib
le d
er
enc
es
pos
ue
20
14
Go
als
20
15
20
15
Cha
nge
nd
ing
-off
to
rou
(in
%)
Rev
(ad
jus
ted
fo
xch
enu
es
r e
ang
e
sid
ble
con
era
ff e
)
rat
cts
e e
€m 12.
5
inc
rea
se
14.
8
18
.4
sid
ble
con
era
EB
IT
€m 0.2 inc
rea
se
0.7 25
0.0

Revenue development

Revenues equaled € 14.8m and were therefore signifi cantly higher than they were in the prior year (€ 12.5m). The revenues increased by 18.4%. The projected signifi cant revenue growth was therefore achieved.

Revenues in Asia/Pacifi c climbed by € 2.3m to € 14.8m

China: Strong market growth expected in the mid to long-term; growth potential for WashTec

Earnings development

EBIT equaled € 0.7m and was therefore signifi cantly higher than the prior year. The goal set for 2015 of signifi cantly higher EBIT was therefore achieved.

2.3.4 Net assets

Balance sheet total climbs to € 190.0m due to a higher volume of business

2.3.4.1 Asset and capital structure

i
Co
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ible
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re
ven
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ta
s
3.8 2.9 3.1
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lan
she
al
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tot
ce
19
0.0
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.8
17
4.2

The balance sheet total of the WashTec Group increased from € 185.8m to € 190.0m.

2.3.4.1.1 Assets

As in the prior year, the WashTec Group's non-current assets include goodwill totaling € 42.3m. Management subjects the capitalized goodwill to an annual impairment test. The test is based on a mid-term forecast for the period of three years at the Group level. Non-current assets include the items »real properties and buildings« in the amount of € 13.7m, »technical equipment and machines« and »fi nance leasing« collectively totaling € 18.0m, and »intangible assets (excluding goodwill)« in the amount of € 5.3m.

Receivables and other assets rose from € 49.4m to € 58.8m mainly due to higher sales in the fourth quarter and to receivables held against the fi nancial and tax authorities that had risen by € 5m. Compared to last year, the term of trade receivables declined slightly from 51 days to 49 days.

Inventories increased from € 35.4m to € 39.9m. This is primarily due to the higher order backlog and the acquisition of the chemicals inventory of a former logistics service provider.

Deferred tax assets totaling € 4.2m resulted above all from timing diff erences in the valuation of the balance sheet items.

Cash and cash equivalents declined from € 15.7m in the prior year to € 7.8m. This increase can be attributed to the dividend payments made in the previous year and the share buyback totaling € 35.7m.

2.3.4.1.2 Liabilities and equity

Due to the dividend payments made and the share buyback, equity declined from €90.9m to € 80.3m. Details regarding the income and expenses recognized directly in equity pursuant to IFRS are set forth in the Statement of Changes in Consolidated Equity (p. 97). Despite the aforementioned actions, the equity ratio remained a solid 42.2% (prior year: 48.9%).

Equity ratio at 42.2 %

Bank liabilities rose compared to December 31, 2014, from € 0.3m to € 5.3m. Here again, the main reasons for this development were the dividend payment and the share buyback.

As of year-end, WashTec held bank deposits totaling € 7.8m. It also had bank liabilities of € 5.3m and liabilities under fi nance lease contracts totaling € 4.4m. Based on a dividend payment and special dividend payment as well as a share buyback totaling € 35.7m, the Company reported net fi nance debt (liquid funds minus short-term and long-term fi nancial debt) of € 1.9m (prior year: net fi nance liquidity of € 9.8m), which represents a change of € 11.7m.

Trade payables rose from € 5.9m to € 7.5m.

Deferred tax liabilities increased slightly to € 3.8m (prior year: € 2.9m).

Provisions (incl. income tax liabilities) consist primarily of provisions made for personnel, phased retirement obligations, warranties and buy-back obligations. As of the reporting date, these provisions equaled € 34.5m (prior year: € 31.0m). The increase can be mostly attributable to the development of income tax liabilities.

2.3.4.2 Internally generated intangible assets and off -balance sheet fi nancial instruments

The comprehensive expertise and the experience of WashTec employees as well as the knowledge-base, which has been built up and expanded over the years with respect to research and development. Another key factor of success has been the WashTec Group's own sales and service network which has been developed and cultivated over many years.

There are no off -balance sheet fi nancial instruments.

2.3.5 Financial position

2.3.5.1 Capital structure

As part of the centralized fi nancial management, the companies of the WashTec Group are fi nanced through WashTec Cleaning Technology GmbH. The Company's main liabilities are denominated in euro. The base interest rate of the loan is variable and linked to EURIBOR. To reduce the risk posed by a general increase in interest rates and to improve planning certainty, WashTec uses the customary instruments like interest rate swaps. For the swaps, interest rates ranging from 2.572% to 2.580% are set. As of December 31, 2015, the Group had a credit line totaling €51.1m. The credit line, which was not utilized but which could be deployed for future operations and for discharging obligations, equaled € 39.1m as of the balance sheet date.

Additional information concerning the fi nancing of the WashTec Group can be found under the opportunities and risk report in the subsection entitled, »Financing risks«.

2.3.5.2 Capital expenditures and write-downs

The focus of the Company's capital expenditures was on Core Europe (€ 6.7m). The main capital expenditures involved in vestments in the locations and the purchase of a land parcel in Grebenau. In addition, capital expenditures were made in East-

ern Europe (€ 0.1m), North America (€ 0.9m) and Asia Pacifi c (€ 0.2m). The scheduled write-down of assets was done on the basis of the statutory requirements and the accounting principles set by WashTec. As a rule, the assets are amortized or depreciated on a straight-line basis over their ordinary useful life. To the extent goodwill was capitalized, it was not amortized on a scheduled basis. Management does, however, subject capital-

ized goodwill to an annual impairment test. The basis for this test is the mid-term budget for a three-year period at the Group level.

2.3.5.3 Cash fl ow statement

in
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No
f
i n
l p
fo
d
to
n-
an
c
er
rm
an
ce
rs
inv
in
Ne
h o
f
l o
fro
t c
t
t
as
u
w
m
es
iv
it
t
g
ac
ies
w
as

6.
7m
in S
H
E
f
i s
l y
2
0
(p
ior

1
5
4.
ca
ea
r
r
ea
r:
y
).
1m
20
14
Go
als
20
15
20
15
Cha
Diff
sib
le d
nge
er
enc
es
pos
ue
nd
ing
-off
to
rou

2.4 Non-fi nancial performance indicators

ide
ing
Wo
rk
/w
ork
ho
nts
acc
urs
in m
illio
n
1.3 0 1.6 +0
.3

The number of work or work-place accidents based on working hours (in millions) is a non-fi nancial performance indicator for WashTec. In 2015, the fi gure equaled 1.6 and was therefore signifi cantly lower than the industry average as reported by the employers' liability insurance associations of 25.3 [Berufsgenossenschaften]. The goal set for 2015 (0.0) was therefore not achieved with respect to work-place accidents.

The WashTec Group's goal is to prevent all work-place accidents from occurring through appropriate measures and rules.

2.5 Employees

Compared to the employee fi gures as of December 31, 2014, the number of employees rose by 25 to 1,689 (prior year: 1,664). The average number of employees during the year was 1,672 (prior year: 1,676 employees).

In Germany, the WashTec Group is subject to the collective wage agreements that are in place with the trade union, IG Metall. With respect to AUWA-Chemie GmbH, the IG Chemie collective wage agreements govern.

2.6 WashTec AG

WashTec AG has its registered place of business in Augsburg and is the Group's ultimate parent company. As such, it is responsible for the strategic management and control of all its downstream subsidiaries. Since the Company does not have any operations of its own, its results of operation, net assets, and fi nancial position depend solely on the business perfor-

mance of its subsidiaries. The business performance of WashTec AG to a large extent corresponds to that of the WashTec Group, which is more extensively described in the chapter entitled »Business performance«.

2.6.1 Results of operation

ha
in
lac
it
h t
he
de
ion
I
G
ts
t
t a
tr
wa
g
e a
g
re
em
en
re
p
e w
a
n
u
Inc
St
f
W
h
ate
nt
om
e
me
o
as
Te
A
G
(co
de
d
)
c
n
ns
e
,
M
l
l.
W
it
h
A
U
W
A-
C
he
ie
Gm
b
H,
he
I
G
C
he
ie
ta
t
to
t
e
res
p
ec
m
m
ive
l
lec
t
ts
co
w
ag
e a
g
re
em
en
g
ov
er
n.
in €
diff
ible
du
e to
m,
ere
nce
s p
oss
nd
ing
-off
rou
20
15
20
14
Ch
e (ab
ang
sol
)
ute
Ch
e (in
ang
%)
Rev
enu
es
3.5 1.3 + 2
.2
+ 1
69.
2
hig
in
40
%
her
t-
ves
ade
in
ed
nts
me
m
u-
's
's
W
h
Te
loy
f t
he
Gr
to
as
c
em
p
ee
s a
re
a c
or
ne
rs
ne
o
ou
p
co
m
Per
ell
son
exp
ens
es
– 4
.7
–2
.4
– 2
.3
+ 9
5.8
ing
rai
nin
d t
cat
an
g
ia
l s
T
he
d
itu
fo
in
ing
d q
l
i
fy
ing
r t
me
rc
uc
ce
ss
ex
p
en
res
ra
a
n
ua
Oth
ing
rat
er
ope
ex
pen
ses
– 2
.4
–1
.7
– 0
.7
1.2
+ 4
loy
em
p
ees
ior
loy
by
4
0
%
he
r t
em
p
ee
s r
os
e
o
ve
p
r
y
ea
r.
Inv
ult
est
nt
me
res
36
.8
27
.0
+ 9
.8
6.3
+ 3
Av
be
f e
loy
by
er
e n
um
r o
ee
s
ea
r
Res
ult
fro
rdi
ctiv
itie
m o
nar
y a
s
33
.6
24
.2
+ 9
.4
+ 3
8.8
ag
mp
y
ofi t
An
l pr
nua
32
.7
23
.7
+ 9
.0
+ 3
8.0
672 Pro
fi t
rie
d f
ard
car
orw
24
.4
9.7 + 1
4.7
+ 1
51
.5
676
1,
1,
1,
670
660
1,
1,
650
Wi
thd
al f
riat
ed
raw
rom
un
app
rop
ff o
f d
ieff
ntia
lus
d s
l
eto
sur
p
an
ere
ari
sin
fro
k b
bac
k
toc
g
m s
uy
– 3
4.2
– 8
.9
– 2
5.3
+ 2
84.
3
Un
iat
ed
lus
ap
pro
pr
sur
p
22
.0
24
.4
– 2
.4
– 9
.8
20
11
20
12
20
13
20
14
20
15
Re
(as
de
f
i n
d
de
he
H
G
B
) o
f
W
h
Te
A
G
by
r t
ve
nu
es
e
un
as
c
ro
se

2.
2m

3.
5m
(p
ior

1.
3m
) a
d
la
he
to
te
to
t
r
ea
r:
n
re
p
as
s-
y
hr
h o
f m
its
bs
i
d
iar
ies
T
he
l o
f
t
t c
ts
to
ou
g
an
ag
em
en
os
su
g
oa
iev
ing
iev
h
b
le
h w
he
by
h
d.
ta
wt
t
t a
ac
s
rev
en
ue
g
ro
as
re
n
o
c
e
T
he
l e
(as
de
f
i n
d
de
he
H
G
B
) o
f
r t
p
er
so
nn
e
xp
en
se
s
e
un
2.
6
W
h
Te
A
G
as
c
G
its
is
f
ine
in
W
h
Te
A
ha
d
lac
bu
Au
bu
te
as
c
s
re
g
re
p
e o
s
ss
g
s
rg
W
h
Te
A
G
le
d

(p
ior

2.
) a
d
inc
lu
de
4.
7m
4m
as
c
eq
ua
r
ea
r:
n
y
ion
bo
d
ho
8
5
t
t
ma
na
g
em
en
ar
re
m
un
er
a
as
s
wn
o
n p
ag
es
hr
h
8
8 o
f t
he
ion
It a
lso
inc
lu
de
he
t
t
t.
t
ou
g
re
m
un
er
a
re
p
or
s
p
er
-
l e
fo
he
leg
l a
d
inv
la
ion
de
r t
to
t
t-
so
nn
e
xp
en
se
s
a
n
es
r r
e
s
p
ar

ments. A provision was set aside for purposes of paying out a premium to employees for the better-than-expected business performance in 2015.

The other operating expenses (as defi ned under the HGB) increased by € 0.7m to € 2.4m (prior year: € 1.7m).

The annual profi t of WashTec AG (as defi ned under the HGB) rose from € 23.7m to € 32.7m. The goal of stable operating earnings was thereby exceeded.

The investment result of WashTec AG (as defi ned under the HGB) is yielded from income under control and profi t (loss) pooling agreements in the amount of € 4.7m (prior year: € 4.9m). In addition, WashTec Holding GmbH paid a dividend in the amount of € 32.0m (prior year: € 22.0m).

2.6.2 Net assets and fi nancial position

Ba
lan
he
f
W
h
Te
A
et
ce
s
o
as
c
G
(co
de
n
ns
d
)
e
ity
d
is
k r
T
ha
ion
lso
i
de
de
ip
ion
t.
t s
t
t
n
a
n
r
ep
or
ec
a
p
ro
s a
sc
r
o
v
in €
diff
ible
du
e to
m,
ere
nce
s p
oss
nd
ing
-off
rou
20
15
20
14
Ch
e (ab
ang
sol
)
ute
Ch
e (in
ang
%)
f
he
int
l c
l s
ire
d
de
§
2
8
9
(
)
H
G
B.
5
t
tro
te
er
na
on
s
m
as
re
q
un
r
y
u
No
ent
set
n-c
urr
as
s
128
.1
128
.1
0.0 0.0 isc
2.
6.
4
M
l
lan
e
eo
us
Rec
eiv
abl
her
ot
set
es,
as
s
30
.3
32
.5
– 2
.2
– 6
.8
Cas
iva
h a
nd
h e
len
ts
cas
qu
0.0 0.0 0.0 0.0 T
he
inc
ip
les
de
ly
ing
he
ion
fo
he
t
t
te
r t
p
r
n
r
re
m
un
er
a
sy
s
m
u
Eq
uity
152
.1
155
.1
– 3
.0
– 1
.9
f t
i-
bo
d
be
d
he
be
he
t
t
ma
na
g
em
en
ar
me
m
rs
an
m
em
rs
o
su
p
er
v
Pro
vis
ion
s
4.4 3.1 + 1
.3
+ 4
1.9
bo
d a
la
ine
d
de
8.
3 o
f t
he
ion
t
t,
so
ry
ar
re
ex
p
un
r
re
m
un
er
a
re
p
or
Lia
bili
ties
2.0 2.4 – 0
.4
–1
6.7
h
ic
h
is
f t
he
it
h
in
he
ing
f
t o
t r
t w
t
p
ar
m
an
ag
em
en
ep
or
m
ea
n
o
w
Ba
lan
she
al
et
tot
ce
158
.5
160
.7
– 2
.2
– 1
.7
§
3
H
G
B.
1
5
G
ing
Un
de
he
H
B
r t
t
ac
co
un
is
in
ly
f s
ha
in
f
f
i
l
t m
s
a
o
res
a

2
8.
0m
(p
ior

2
8.
1
1
r
ea
r:
y
inc
ip
les
p
r
ia
d e
te
nt
er
0m
).
M
an
no
n-
cu
,
ise
p
r
s
ag
em
en
nt
rre
as
se
in
an
a
mo
lso
b
t a
su
ts
co
n
f
t o
un
j
ts
ec
T
he
de
lar
ion
is
fo
h
in
he
t
te
t
t
rt
t
c
a
o
n c
or
p
or
a
ma
na
g
em
en
se
Co
l
ian
ion
(p
8
0
) a
d
b
l
is
he
d o
bs
ite
t
m
p
ce
« s
ec
ag
e
n
p
n o
ur
e
»
u
w
,
ht
de
wa
s
ec
ww
w.
in
f
f
i
ia
he
ha
he
l
d
l
d e
t
te
s
res
a
is
T
he
d
nt
tes
t.
me
re
no
n
ee
ise
nt
er
p
r
fo
fu
he
rt
r
to
s
an
a
ite
-d
r w
r
im
l
nn
ua
p
ow
ns
2.
6.
5
Ou
loo
k
t
T
he
iva
b
les
de
f
i n
d
re
ce
as
e
(p
ior

2
9.
) r
lte
4m
r
ea
r:
es
y
u
de
he
r t
un
d
im
p
r
ar
H
G
B
an
i
ly
fro
m
d
l
ing

to
ta
l
int
g
en
er
a
T
he
ion
de
i
be
d
in
he
Ou
loo
k
fo
he
W
h
Te
ta
t
t
t
r t
ex
p
ec
s
sc
r
as
c
Gr
ine
f
G
lso
ly
he
bu
de
lop
W
h
Te
A
to
t
nt
ou
p
a
a
p
p
s
ss
ve
me
o
as
c
he
lt
im
t
te
t c
as
u
a
g
ro
up
p
ar
en
om
p
an
y.

company setoff s among affi liated enterprises and from profi t (loss) pooling agreements.

The equity capital (as defi ned under the HGB) was € 152.1m (prior year: € 155.1m). This yields an equity ratio of 96.0% (prior year: 96.5%).

The provisions of WashTec AG, as defi ned under the HGB, equaled € 4.4m (prior year: € 3.1m) and consisted above all of provisions made for employee premiums, legal and consulting expenses, accounting costs, management board remuneration and supervisory board remuneration.

2.6.3 Report on opportunities and risks

As the group's ultimate parent company, WashTec AG derives its opportunities and risks from its operating subsidiaries. WashTec AG is integrated into the group-wide risk manage ment system. Additional information is provided in the opportu nity and risk report. That section also provides a description of the internal control system as required under § 289 (5) HGB.

2.6.4 Miscellaneous

2.6.5 Outlook

No signifi cant events impacting the condition of the Group and WashTec AG occurred after the balance sheet date.

Outlook, Opportunities and Risk Report 3 Signifi cant events after the balance sheet date

4.1 Outlook

This outlook report takes into account relevant facts and events that were known at the time of the report's preparation and could impact the expected development and business performance of the WashTec Group.

4.1.1 Business policy and strategy

In 2016 and subsequent years, WashTec will once again continue to adhere to its strategy of increasing customer benefi ts and expanding its market and technology leadership in the car wash industry.

4.1.2 Markets and products

WashTec has to date generated a good 80% of its revenues in established markets, above all in Europe.

The Group intends to further increase its presence and market share in all sales regions. An additional potential for the WashTec Group exists in North America and Asia due to the low market share or early-stage development in those markets. It may be assumed that the number of vehicles, which has already risen very dynamically in the past years, will continue to increase. In connection with this, it is expected that the popularity of automated vehicle washing will rise gradually.

4.1.3 General economic conditions

Economic forecasts for the 2016 global economy slightly ahead of last year

In their most recent outlook dated January 2016, the experts at the International Monetary Fund (IMF) are projecting a 3.4% growth rate for the global economy in 2016. The growth rate for Germany as well as for the Eurozone as a whole is expected to be 1.7%. This number is therefore slightly higher than it was in the prior year. Some hardly assessable risks are the low oil prices and the tightening monetary policy in the United States. The US economy is projected to grow at 2.6%. A 4.3% growth rate has been projected for emerging and developing countries. For China, the growth rate is expected to weaken from 6.9% in 2015 to 6.3% in 2016. This growth slowdown together with the tightening monetary policy in the United States and the possible escalation in existing geopolitical tensions pose the greatest risk to growth.

Source: International Monetary Fund (IMF) World Economic Outlook, update January 2016

4.1.4 WashTec business development

An outlook for 2016 is subject to uncertainties, which could have a material eff ect on the forecasted revenue and earnings development. A deciding factor will be how the business in Core Europe develops and the extent to which success can be achieved in exploiting the growth potential in the other markets. Moreover, it is the management board's goal to continue the corporate strategy and continually improve the operating performance. At the same time, WashTec plans to invest in manufacturing facilities and equipment and to increase expenditures for sales and marketing activities in all regions in 2016.

Overall, the expectation for 2016 is for a slightly increased volume of capital expenditures among various customer segments and regions compared to the prior year.

Eastern Europe and Core Europe

Starting in the 2016 reporting period, the reporting for the Core Europe and Eastern Europe segments will be consolidated. The following table shows the 2015 fi scal year in its new structure as a basis for the Outlook.

Se
nt
g
me
ing
t
re
p
or
2
0
15
de
n
u
he
r t
ne
w
2
0
1
ing
6 r
t
ep
or
st ctu
ru
re
ing
-off
iff e
ible
Ro
und
d
ren
ces
ar
e p
oss
Co
re
No
rth
ia/
As
Eu
rop
e
Am
eri
ca
Pac
ifi c
Rev
enu
es
€m 28
1.4
54
.3
14
.8
EB
IT
€m 34
.0
1.6 0.7

The terms used in the subsequent forecasts shall have the meanings set forth in the following table:

Re
de
lop
nt
ve
nu
e
ve
me
Te
rm
Pos
itiv
e/n
tive
de
via
tio
n (
in %
)
ega
Sta
ble
≤ 1
Slig
ht
≤ 3
Co
nsi
der
abl
e
> 3

The terms used in the EBIT-/free cash fl ow development shall have the meanings set forth in the following table:

fre
f
l o
E
B
I
T
d
h
de
lop
nt
an
e c
as
w
ve
me
Te
rm
Pos
itiv
e/n
tive
de
via
tio
n (
in %
)
ega
Sta
ble
≤ 3
Slig
ht
≤ 6
Co
nsi
der
abl
e
> 6

For 2016, the Company, as a whole, is projecting the following regional developments:

Core Europe: In the Company's view, the market in Core Europe will not undergo any material change in 2016. The higher volumes experienced in 2015 are also expected for 2016. In Europe, the margins remain under pressure in some countries and customer segments. The capital expenditure behavior in certain sub-regions continues to improve. Based on the foregoing, the Company is assuming that revenues and earnings will improve signifi cantly compared to 2015. For 2016, the Company does not expect an increase in revenues and earnings similar to 2015.

Co
Eu
re
ro
p
e
6
2
0
1
fo
t
rec
as
Rev
enu
e
nsi
der
abl
e in
co
cre
ase
EB
IT
nsi
e in
der
abl
co
cre
ase

North America: WashTec continues to invest in further organic growth in this region and continues to see additional potential based on the lower market share in combination with a very good product. For 2016, WashTec is assuming that revenue and EBIT will increase considerably (after factoring out foreign exchange eff ects).

ica
No
h
Am
rt
er
6
2
0
1
fo
t
rec
as
Rev
enu
e
nsi
der
abl
e in
co
cre
ase
EB
IT
nsi
e in
der
abl
co
cre
ase

Asia/Pacifi c: The region developed strongly in 2015. WashTec is anticipating another increase in business for 2016. For the entire segment, WashTec is expecting a signifi cant increase in revenues and EBIT.

ia
i
f
i c
As
/
Pa
c
6
fo
2
0
1
t
rec
as
Rev
enu
e
nsi
der
abl
e in
co
cre
ase
EB
IT
nsi
der
abl
e in
co
cre
ase

Group: In fi scal year 2016, WashTec is seeking considerable revenue growth with a similarly considerable increase in EBIT. Based on the budgeted capital expenditures in personnel and organizational structures (especially for sales) as well as higher expenditures for IT and marketing, the EBIT margin is expected to increase slightly at best.

In summary and as part of its projection, the management board anticipates the key performance indicators developing as follows:

iev
h
d
2
0
15
ac
e
2
0
1
6
fo
t
rec
as
Rev
enu
e
€ 3
40
.9m
nsi
der
abl
e in
co
cre
ase
EB
IT
€ 3
6.4
m
nsi
der
abl
e in
co
cre
ase
fl o
Fre
ash
e c
w
6.2
€ 2
m
nsi
e in
der
abl
co
cre
ase
HS
E (
rk
ide
/w
ork
ing
nts
wo
acc
hou
rs i
illio
ns)
n m
1.6 0–2

Given the cost sharing arrangements, WashTec AG anticipates stable revenue growth and therefore stable operating results in 2016. Results in the future will also continue to depend on the profi t distribution potential of the subsidiaries.

4.2 Opportunities and risk report

Risks are possible future developments or events, which could lead to projections or target variances that are negative for the Company. The risk is causally linked to a peril.

Opportunities are possible future developments or events, which could lead to projections or target variances that are favorable for the Company. A possible favorable eff ect of a risk is also referred to as opportunity.

The international business activities of the WashTec Group provide both opportunities and risks that are inextricably linked to its business. In order to manage these opportunities and risks early and in a controlled manner, the Company's main business processes are subject to an internal management and monitoring system. In this way, the necessary counter-measures can be implemented in a timely manner.

4.2.1 Opportunities and risk management

Risk management

Multi-stage system instituted for identifying and monitoring risks

WashTec has instituted a multi-stage, group-wide standardized system for identifying and monitoring all relevant risks. The aim of this system is to identify risks, which are posed by future events, by using short-term and mid-term forecasts (24 months), and to take the appropriate steps for launching suitable counter-measures. In the opinion of the management board, all material risks, which threaten the Company's ability to continue as a going concern, can be reasonably identifi ed using this early risk identifi cation system. There have been no fundamental changes made in the management of opportunities and risks since last year.

Using databases, any and all identifi ed risks are routinely reported by and queried from the divisional heads. These assessments focus on the maximum potential damage, the likelihood

of occurrence and the eff ectiveness of any counter-measures. The evaluation of any risk is made using uniform criteria. The eff ects on the consolidated net income are shown in a so-called »gross-to-net accounting statement«. The gross amount represents the value before the measures were taken. Measures could consist of, for example, provisions previously set aside or insurance policies concluded. At the end of this review, the socalled »net risk« or actual risk potential is stated. This will be classifi ed in accordance with the fi nancial impact and the likelihood of occurrence:

  • Financial eff ects on the consolidated net income
  • 1 Insignifi cant
  • 2 Not signifi cant, but not negligible
  • 3 Material/signifi cant
  • 4 Serious, but not threatening the continued existence of the Group
  • 5 Existential threat
  • The likelihood of occurrence is indicated as follows:
1 Ve
l
i
ke
ly
ry
un
1 –
1
5
%
2 Un
l
i
ke
ly
1
5 –
4
0
%
3 Po
i
b
le
ss
0 –
6
0
4
%
4 i
L
ke
ly
6
0 –
8
5
%
5 Ve
l
i
ke
ly
ry
8
5 –
9
9
%

Based on the combination of these two factors, the risks are classifi ed as negligible (N), relevant (R), major (M) or a threat to survival (S), according to their threat potential. This forms the basis for the additional management of the risks.

Risk matrix

Lik
eli
f o
hoo
d o
ccu
rre
nce
Eff
ect
s
1 –
15
%
15
– 4
0%
40
– 6
0%
60
– 8
5%
85
– 9
9%
Exi
ntia
l th
ste
t
rea
R M M S S
Se
rio
bu
hre
t n
o t
at t
us,
o
the
nti
d e
xis
ten
co
nue
ce
R R M M M
of t
he
gro
up
Ma
ial/
sig
nifi
ter
t
can
R R M M M
No
t si
ifi c
bu
ant
t n
ot
gn
N R R R M
lig
ible
neg
Ins
ign
ifi c
ant
N N R R R

The risk management is carried out through the defi nition, introduction and regular monitoring of suitable countermeasures.

Opportunity management

The goal of opportunity management is to identify, assess and manage at an early stage future performance potential and to engage in suitable measures for implementing new strategies and innovations. The identifi cation and use of opportunities (opportunity management) is a continuing task of business activity in an eff ort to ensure the long-term success of the Company.

Opportunities are surveyed, evaluated and, to the extent possible, materialized for all Company divisions during regularly convened budget planning and update sessions as well as at management meetings.

4.2.2 Opportunities and Risks

Compared to the prior year, there have been no material changes in the opportunity and risk structure. As of December 31, 2015, the following described opportunities and risks exist which could have a material eff ect on the continued development of WashTec. Risks classifi ed as »insignifi cant« will not be discussed in any more detail.

4.2.2.1 Uncertainties in the fi nancial markets and overall economic development risks

Risks

The uncertainties and virtually unpredictable changes in the global economy and the fi nancial markets could adversely aff ect the investment behavior of individual customer groups. This could impact, for example, oil companies whose earnings fl uctuate signifi cantly based on even more extensive changes in the price of oil.

Current regional military confl icts or campaigns waged by extremists could spread and thereby trigger – beyond the sphere of small sales markets that are currently impacted – adverse consequences for economic development and hence the sale of carwash equipment.

Opportunities

The lower cost of fuel will tend to cause an increase in demand and therefore lead to more visits to the gas pump. This could favorably infl uence wash fi gures and therefore also investments or revenues for service and chemicals.

Certain regions, which WashTec also views as strategically important growth markets, are currently in a somewhat worse economic condition than they were in the prior year. Unlike the other segments of the German industry, changes in the overall economic development in China play only a subordinate role for WashTec because of the still low revenues generated there. Should negative developments in China impact the development of the global economy, then this could also impact WashTec's growth.

4.2.2.2 Climate and environment

Risks

Climate changes, regional droughts and water shortages, increasing congestion on roads, highly volatile costs for fuel and bans on inner-city driving together with road tolls and greater environmental awareness all could result in fewer vehicles on the road in an eff ort to protect the environment or comply with laws and government regulations. Such a trend could diminish wash activity and, accordingly, reduce investments made in vehicle wash equipment.

Opportunities

The fact that fresh water as a resource is becoming scarcer and more costly could result in an increase in automated car washing which, if water reclaim systems are used, could reduce the consumption of fresh water by 90% or approximately 150 liters per wash in comparison to manual washing or to car wash equipment with no water reclaim systems. If the stricter legislation being in force in various countries becomes more widespread, then the demand for car wash systems with water reclaim equipment could rise. Likewise, laws and regulations, such as the prohibition of manual washing of vehicles, could have a positive eff ect on the demand for car wash equipment.

4.2.2.3 Customers, competition and market

Risks

A freeze on investments by individual multinational oil companies or the listing of other suppliers due to new tender agreements with multinational oil companies could lead to a decline in revenues for WashTec in virtually all regions. Since signifi cant major customer agreements were concluded in 2015, this risk has diminished compared to last year.

In combination with the high competitive intensity of the industry, risks from aggressive price competition could increasingly depress prices and squeeze margins in certain markets or market segments.

WashTec has installed a systematic and extensive market tracking system. Risks to earnings from declining demand or risks from falling prices can be mitigated partially by using measures related to ongoing product enhancement, product range optimization, modifi cations to purchasing terms and conditions as well as capacity adjustments.

As a consequence of the shortage and increasing costs of fossil fuels over the mid-term and the technical advancement and proliferation of electric vehicles, the use of petrol stations in its current form could decline. Nevertheless, it is presently unclear which utility concept for the electrical vehicles will emerge as the prevailing concept (e.g., potentially relevant electrical charging and battery swap at petrol stations or electrical charging at home). In the opinion of our major customers, this development will not, however, have a signifi cant infl uence on the number and use of petrol stations in the next 5 to 10 years due mostly to the volume of the cars already in circulation. Changes in the wash behavior of customers could have adverse consequences for the sale of the WashTec Group's primary products. The market shares held by WashTec in the various wash types diff erentiate particularly outside of Europe. A trend towards forms of car washing, which currently still have lower market shares, could hurt revenues.

A similar risk can arise if major customers sell some or all of their networks. If these stations or networks are acquired by more than one purchaser, then this could lead to an increase in the cost of sales and render existing long-term contacts with decision-makers obsolete.

Opportunities

The current business climate aff ords WashTec an opportunity to expand its leading market position. The trend towards qualitatively demanding and automated car washing will continue even in regions outside of the EU. The Company's solid structure allows it to invest in products and markets. The presence of its own production sites in the growth regions of North America and Asia could lead to a favorable development above the internal planning in the mid-term. The increasingly global purchasing activities could mean that further effi ciency potential could be realized with respect to the procurement and production of individual components in the future.

If stronger, retail-shop oriented global companies acquire the oil company networks, then such a trend could lead to a further improvement of WashTec's global market position. WashTec's access to capital markets also generally allows WashTec to make its own investments.

By virtue of the strengthened collaboration with our independent sales partners in roughly 65 countries, higher sales could be generated in growth regions.

4.2.2.4 Capital expenditures

Decisions to make investments and capital expenditures are based, among other things, on assumptions and estimates about future development. The assessment of risks and opportunities plays a signifi cant role when reviewing potential investments.

Risks

This entails the risk that the assumptions or estimates made about future market developments will not materialize as planned and that this will lead to wrong investments. Wrong investments would encumber the net assets, fi nancial position and results of operation of the WashTec Group due to interest owed on any committed capital, non-scheduled write-downs, etc.

In order to reasonably manage such risk, the Company has a detailed policy for approving investments and other expenditures. The policy defi nes upper thresholds and identifi es the groups of persons authorized to make certain expenditures. Larger investments or capital expenditures are summarized in the annual investment plan, submitted to the management board and then approved by the supervisory board. Strategic decisions are taken only after there have been detailed discussions on the management board, within the extended manager group and with the supervisory board.

Opportunities

Investments off er numerous opportunities. These include – depending on the type of investment – the opportunity to strengthen WashTec's market and competitive position and/or to improve earnings.

4.2.2.5 Innovations and Patents

Risks

WashTec has a large number of patents and various licenses that are very important to the Group's business.

Even if patents have a presumption of validity by operation of the law, the granting of patents does not necessarily mean that the patent will be valid or that any patent claims are enforceable. This applies above all to the Asian markets. Insuffi cient protection or the actual infringement of intellectual property rights could impair the WashTec Group's ability to exploit its technological lead to generate profi ts and could thereby reduce its future earnings. Furthermore, it cannot be ruled out that WashTec will infringe third party patents because WashTec's competitors, just like WashTec itself, register numerous inventions as patents and receive patent protection. Competitor innovations, developments in the car industry and the development of new disruptive innovations in sectors outside of the car wash business could permanently impact the demand for WashTec.

The ongoing technological improvement of the products could have an infl uence on the scope of future services.

Opportunities

WashTec Group's research and development activities are aimed at further developing the existing product range, developing new car wash equipment and quickly and effi ciently meeting the individual requirements of customers. WashTec's innovations have already received numerous awards at industry trade fairs and were successfully launched on the market.

The technological improvements could modify the current business model of the carwash industry and lead to additional market share in the equipment sales segment.

Innovative products could outperform customer expectations, stimulate new demand and win-over new customer groups or lead to shifting market share among existing customer segments.

4.2.2.6 Risks and opportunities for quality and process

Risks

Quality and process risks can arise in connection with new product launches and with changes to internal processes and the introduction of new IT systems. Moreover, WashTec continues to actively develop with its customers the very stringent HSE (Health, Safety, Environment) requirements. Unforeseeable violations or individual misconduct could lead to loss of major contracts or to delays in equipment installation and therefore adversely aff ect the Company's net assets, fi nancial position and results of operation.

Opportunities

The constant optimization of the main processes and the deployment of new technologies could have positive eff ects in terms of customer satisfaction and process effi ciency, which were not factored into the normal planning.

4.2.2.7 Supplier risks and opportunities

Risks

With respect to the purchase of raw materials, components or services, there are risks that could arise from delayed deliveries, product unavailability, defective quality risks and volatile purchase prices. A committed supplier and purchasing/procurement management system and the assessment of risk (particularly with regard to strategic suppliers) will limit any risks as far as possible.

It is conceivable that changes in the procurement volumes could produce signifi cant changes in the procurement prices. This could adversely aff ect margins.

WashTec also purchases parts from competitors. The willingness to sell these parts at normal delivery times and prices, as agreed, can vary, for example, when there are changes in the management or ownership of such companies.

Opportunities

By virtue of the competition among suppliers and their innovation potential, it is possible to achieve both technical and price improvements for the procurement of products or services.

The current trends regarding commodity costs could have favorable eff ects both for equipment production and for operating internal vehicle fl eets.

4.2.2.8 Capacity risks

Fluctuations in demand and diff erent production utilization during the course of the year necessitate corresponding adjustments in capacity. With the help of internal sales quantity planning, capacity risks at the production sites are identifi ed as far as possible and are accommodated through the deployment of temporary workers and fl exible seasonal working systems or in the case of extreme fl uctuations, through the hiring of parttime workers.

When capacities are increased, a delay in the construction project could lead to occasional logistics and supply problems.

4.2.2.9 Takeover risks or changes in the shareholder structure

Risks

If its stock market valuation fails to suffi ciently refl ect the Company's long-term intrinsic value or the Group's good performance sparks the interests of new investors, then this could lead to takeover or to signifi cant changes in the shareholder structure.

Such events could change the WashTec Group's existing strategy, the composition of its boards and governing bodies, and previously communicated expectations. Some of the WashTec Group's agreements (e.g., loan agreements) include a change of control clause (change in control).

4.2.2.10 Financial risks

Risks

A banking syndicate has made available – in major parts – loans and other local credit lines amounting to € 51.1m until December 2018. The terms and conditions under the syndicated loans limit the fi nancial and operating fl exibility of the WashTec Group. During the term of the loan, the WashTec Group must comply with certain fi nancial covenants. If certain events described in the credit agreement should occur (such as a takeover or the loss of a key subsidiary) or a breach of a material contractual obligation (such as a breach of the so-called »fi nancial covenants«), then the agreement may be terminated for good cause.

The base interest rate on the loans is variable and linked to EURIBOR as well as the Company's actual degree of indebtedness. Financial and economic crises could make it more diffi -

cult to satisfy certain fi nancial ratios which, in turn, could have a direct adverse eff ect on the Company's fi nancing situation.

Opportunities

Less utilization of the available credit lines and a generally lower interest rate level could have a favorable eff ect on the fi nancial result and hence the earnings of the WashTec Group. Based on the solid balance sheet structure, the WashTec Group is able to regularly invest into operational and strategic growth and to keep its strategic options open.

4.2.2.11 Exchange rate changes

Risks

By virtue of the increasing number of USD transactions with the subsidiary in the United States, any changes in the USD/ EUR exchange rate could impact the fi nancial statements. In order to avoid high risks, WashTec relies on derivatives that were executed in June 2011. Operational risks resulting from other individual transactions in foreign currencies are immaterial for the Group due to their low volume or are already described under the section »Financial Risks«.

Opportunities

From the sales generated from the North American or Asia/ Pacifi c regions, the further weakening of the euro could yield positive currency eff ects.

4.2.2.12 Liquidity risks

One of the key business objectives is to ensure that WashTec companies are solvent at all times. Using the implemented cash management system – for example, an annualized rolling group liquidity plan executed each month – the Company is able to identify potential bottlenecks in a timely manner and to ensure that appropriate steps are taken. Un-utilized credit lines ensure the supply of liquidity.

A liquidity risk could arise in that there might not be adequate cash to seasonably discharge the fi nancial obligations as they fall due, for example due to disbursements that were not factored into the cash planning.

4.2.2.13 Credit and default risks

The Group enters into transactions with creditworthy third parties only. In order to keep the delcredere risk as low as possible – if the customer does not have a fi rst-rate credit rating – order acceptances are subject to controls. For new regional customers, the Company requests evidence of credit standing or fi nancing. It is assumed that the bad debt allowances are suffi cient to cover the actual risk. There are no material credit risk concentrations within the Group.

4.2.2.14 Tax risks

The WashTec Group recognizes deferred tax assets based mostly on timing diff erences. Changes in tax legislation that relate to the tax rate could result in expenses arising from the valuation of recognized deferred tax assets and therefore have adverse eff ects on the consolidated equity and/or earnings per share.

In addition, other risks could arise due to still pending tax audits among various subsidiaries of the Group. Corporate management views this risk as rather low because all of the new calculations had been made in cooperation with local tax advisors. Until the tax audit is completed, such risks cannot be completely dismissed, however. Due to the Company's international structure, risks still exist in relation to the laws on value added tax.

4.2.2.15 Employee risks

WashTec depends to a large extent on qualifi ed employees and specialists in all areas and specifi cally in the areas of development, customer support, and wash equipment programming and operation. The unexpected loss of employees or diffi culties in the search for qualifi ed employees could have an adverse effect on the WashTec's net assets, fi nancial position and results of operation.

In countries where WashTec does business through its own subsidiaries, the existing collective pay scale models vary. Agreements between employers and employee representatives, such as pay scale increases, which exceed the expectations of the Group or are generally too high, could undermine the WashTec Group's competitive position internationally.

In addition, labor walkouts in production or service could delay the realization of revenue. WashTec attempts to minimize this risk through active communication with the employee.

A change in the conditions for employing temporary employees or in the social security obligations required of companies could lead to cost increases for the Group.

4.2.3 Overview of corporate risks

The table set forth below describes the aforementioned risks with respect to the likelihood of their occurrence, their possible fi nancial impact and the overall evaluation derived therefrom:

Lik
eli
hoo
d
of
occ
urr
en
ce
sib
Pos
le
ial
fi n
anc
im
t
pac
Ov
ll
era
tio
lua
eva
n
Cli
and
te
ma
iro
isk
al r
ent
env
nm
s
like
ly
un
ial/
ter
ma
sig
nifi
t
can
rel
nt
eva
Cu
itio
sto
pet
me
r, c
om
n
and
ark
et
m
like
ly
un
ial/
ter
ma
sig
nifi
t
can
rel
nt
eva
Inv
est
nt
me
ve
ry
like
ly
un
sig
nifi
not
t
can
t si
ifi c
ant
no
gn
Inn
tio
and
ten
ts
ova
ns
pa
like
ly
un
t si
ifi c
ant
no
gn
t si
ifi c
ant
no
gn
Qu
alit
nd
isk
y a
pro
ces
s r
s
like
ly
un
ial/
ter
ma
sig
nifi
t
can
rel
nt
eva
Su
lier
ris
ks
pp
like
ly
un
ial/
ter
ma
sig
nifi
t
can
rel
nt
eva
Ca
ity
risk
pac
s
like
ly
un
ial/
ter
ma
sig
nifi
t
can
rel
nt
eva
Tak
risk
eov
er
s
ver
y
like
ly
un
ial/
ter
ma
sig
nifi
t
can
rel
nt
eva
Fin
ial
risk
anc
s
like
ly
un
t si
ifi c
ant
no
gn
,
but
als
ot
o n
lig
ible
neg
rel
nt
eva
Cu
ris
ks
rre
ncy
sib
le
pos
t si
ifi c
ant
no
gn
,
but
als
ot
o n
lig
ible
neg
rel
nt
eva
Liq
uid
ity
risk
s
ver
y
like
ly
un
sig
nifi
not
t,
can
but
als
ot
o n
lig
ible
neg
rel
nt
eva
Cre
dit
def
aul
t ri
sks
an
like
ly
un
t si
ifi c
ant
no
gn
,
but
als
ot
o n
lig
ible
neg
rel
nt
eva
ris
Tax
ks
sib
le
pos
ial/
ter
ma
sig
nifi
t
can
rel
nt
eva
Em
loy
risk
p
ee
s
like
ly
un
t si
ifi c
ant
no
gn
,
but
als
ot
o n
lig
ible
neg
rel
nt
eva

4.2.4 Total risk assessment

An aggregation of the most important individual risks in all corporate divisions and functions is not appropriate because it is unlikely that the individual risks will occur simultaneously. Based on the previously described individual risks, the following total assessment can be made:

In terms of the overall number of risks that could have a material eff ect on the WashTec Group, there was a slight decrease, compared to prior year. The risk of losing major customers has diminished compared to prior year due to the large number of agreements that were concluded in 2015. Nevertheless, there has been no fundamental change in the overall risk situation. There do not appear to be any existential risks.

There were no changes between the balance sheet date and the date on which the management report was prepared. In accordance with § 317 (4) HGB, the annual accounts auditor shall perform an audit of the early risk identifi cation system set up in accordance with § 91 (2) AktG during the course of the annual fi nancial statement audit. A risk report will also be supplied to the Supervisory Board.

076

principles, procedures and measures for ensuring the eff ectiveness and effi ciency of the accounting, the propriety of the accounting and compliance with the laws and regulations. The ICSA of WashTec is intended to ensure the requisite reliability of the fi nancial reporting and the externally published annual fi nancial statements. The Group-wide rules on accounting and valuation ensure the uniformity of the WashTec Group's accounting practices. The eff ects that any new accounting provisions and changes in existing accounting provisions will have on the WashTec Group are examined in a timely manner. The WashTec Group has a suffi ciently uniform structure for weekly, monthly and quarterly reporting, which refl ects the set of policies in a timely and updated manner. The fi nancial statements of the group companies are analyzed each month within the Group on the basis of a group-wide planning and reporting tool.

All processes and companies are assessed according to potential and previously identifi ed risks, and corresponding internal audits are set. Within the business divisions themselves, regular control functions are also performed primarily through the controlling and internal audit department.

There have been no changes to the internal control system between the balance sheet date and the date on which the management report was prepared.

6 ICS and RMS Related to the Group Accounting Process The internal control system (ICS) for accounting encompasses Risk Reporting with Respect to the Use of Financial Instruments

The key risks for the Group arising from derivative fi nancial instruments include cash fl ow risks, as well as liquidity risks, exchange rate risks, credit risks and default risks. The Company policy is to avoid or limit these risks as much as possible. A detailed discussion about how the liquidity risks, exchange rate risks, credit risks and default risks was already addressed in the risk report. The Company also uses derivative fi nancial instruments for the purpose of hedging interest rate and market risks. In accordance with a Group policy, there is no trading in derivatives. At the outset of the hedging process, the hedges and the risk management goals of the Group are formally established and documented. A more comprehensive discussion about these measures is set forth in the notes to the consolidated fi nancial statements.

Takeover-related Disclosures

Disclosures in accordance with §§ 289 (4), 315 (4) HGB – Explanatory report by the management board

The following text includes the disclosures required under §§ 289 (4) and 315 (4) HGB.

§ 315 (4) no. 1 HGB »Subscribed capital«

The Company's subscribed capital totals € 40,000,000 and is divided into 13,976,970 no-par value bearer shares, with each share granting the same rights, in particular the same voting rights. There are no diff erent classes of shares. The management board is not aware of any restrictions aff ecting the voting rights or the transfer of shares. There are no shares carrying special rights granting their holders a power of control.

§ 315 (4) no. 2 HGB »Restrictions regarding voting rights or transfer«

In accordance with § 71 b of the German Stock Corporation Act (AktG), the Company has no rights pertaining to any treasury shares it acquires. In all other respects, each share has one vote. To the management board's knowledge, there are no restrictions on voting rights or restrictions pertaining to the transfer of shares.

§ 315 (4) no. 3 HGB »Direct and indirect capital participations«

To the knowledge of the management board, 35.20% of the Company's shares are held by shareholders whose stakes are below the disclosure (reporting) threshold. in free fl oat. According to the disclosures fi led under the German Securities Trading Act (WpHG), persons holding either direct or indirect equity stakes exceeding 10% of the voting rights are Kempen Oranje Participaties N.V., Amsterdam, The Netherlands (10.73%)

The Company's voting rights are currently distributed as follows (§ 315 (4) no. 3 HGB):

Shareholder structure as December 31, 2015

§ 315 (4) no. 4 HGB »Holders of shares with special rights«

There are no holders or bearers of shares with special rights granting powers of control.

§ 315 (4) no. 5 HGB »Control of voting rights, where employees hold a share in the company's capital« No employees hold a share in the Company's capital.

§ 315 (4) no. 6 HGB »Appointment and removal of management board members and amendments to the articles of association«

The appointment and removal of members of the management board is based on §§ 84 and 85 AktG as well as on sec. 7 of the Company's articles of association. Pursuant to sec. 7.1 of the articles of association, the management board consists of one or more members. The number of members of the management board is determined by the supervisory board.

In accordance with the articles of association and with the valid internal rules of procedure of the management board, the management board currently comprises four members, one of whom has been appointed by the supervisory board to serve as chairman. The articles of association do not set out any special requirements with respect to the appointment and removal of one or all of the members of the management board. The supervisory board is responsible for appointments and removals. Members may be reappointed to the management board or have their term of offi ce extended.

Amendments to the articles of association are made pursuant to §§ 179 and 133 AktG and to secs. 9.9 and 9.10 of the articles of association. The Company has not made use of the option to set out further requirements for amendments to the articles of association.

§ 315 (4) no. 7 HGB »Powers of the management board to issue and buy back shares«

Authorized capital (sec. 5.1 of the articles of association of WashTec AG)

Pursuant to the resolution adopted by the annual general meeting of shareholders on May 15, 2013, the management board was authorized, subject to the consent of the supervisory board, to increase the registered share capital one or more times on or before May 14, 2016 by up to an amount totaling € 8,000,000 (authorized capital) through the issuance of new no-par value bearer shares in exchange for cash and/or non-cash (in kind)

capital contributions. Credited against this amount at the time the new shares are issued will be the pro rata amount of the registered share capital, which is attributable to those no-par value bearer shares, for which conversion rights or duties or option rights or duties exist, which were granted or issued during the term of such authorization based on the authority granted by the annual general meeting of shareholders on May 15, 2013 and relating to agenda item 9. If the aforementioned conversion rights or duties or option rights or duties no longer exist because they had been exercised on the date the new shares were issued, then any such issued shares must be taken into account. In this respect, the shareholders must generally be granted preemptive rights, unless otherwise provided. The new shares may also be underwritten by one or more banks, which are commissioned by the management board and then subject to an obligation to off er these shares to the shareholders for subscription (indirect preemptive right). However, the management board is also authorized (subject to the approval of the supervisory board) to exclude shareholders' preemptive rights in certain cases as set out in sec. 5.1 of the articles of association of WashTec AG. The management board has not made use of these authorizations to date. The authorized capital is intended to enable the Company, if necessary, to react rapidly and fl exibly in order to raise equity capital on favorable terms and conditions.

Contingent capital (sec. 5.2 of the articles of association of WashTec AG)

Pursuant to a resolution adopted by the annual general meeting of shareholders held on May 15, 2013, the Company's registered share capital was conditionally increased by up to € 8,000,000, divided into up to 2,795,394 no-par value bearer shares (contingent capital I), although credited against this pro rata amount of the registered share capital will be the amount by which the registered share capital is increased on the basis of sec. 5.1 of the articles of association (authorized capital). Any such credit will be made when the applicable resolution for

increasing capital is adopted. This contingent capital increase will be carried out only to the extent that the holders of options (or creditors) or conversion rights or persons obligated to exercise the conversions or options under warrant-linked or convertible bonds, participation rights or participating bonds (or a combination of such instruments), which are issued in exchange for cash capital contributions and are issued or guaranteed on or before May 14, 2016 by the Company or by a downstream group enterprise of the Company based on the authorization granted to the management board by the annual general meeting on May 15, 2013, make use of their option or conversion rights. Or it will occur to the extent they are obligated to exercise the option or conversion rights, satisfy their obligation to exercise their conversion or option rights, or to the extent that the Company exercises an elective right – in complete or partial lieu of payment of the cash amount due – to grant its Company shares, provided that no cash compensation is granted or treasury shares or the shares of another publicly listed company are used to satisfy those obligations. The new shares will be issued in each case at the option or conversion price determined in accordance with the aforementioned authorization resolution. The new shares will have dividend rights beginning in the fi scal year in which they are created. The management board is authorized, with the consent of the supervisory board, to prescribe additional details regarding the implementation of the contingent capital increase.

Share buy-back

Pursuant to a resolution adopted by the annual general meeting of shareholders on May 15, 2013, the management board was authorized to acquire, on or before May 14, 2016, the Company's own shares for purposes other than to deal in treasury shares, up to a total of 10% of the Company's current € 40,000,000 of registered share capital. The total treasury shares, which are acquired under this authorization and the other treasury shares, which are held by the Company or attributable to the Company in accordance with §§ 71a et seq. of the German Stock Corporation Act (AktG), may at no time exceed 10% of the respective registered share capital. The manage ment board can opt to acquire these shares on the stock ex change, by means of a public purchase off er to all shareholders or by means of a public invitation directed at all shareholders to submit sales off ers. The exact terms and conditions for the purchase are set forth in the invitation to WashTec AG's ordi nary annual general meeting of the shareholders in 2013. The Company exercised this authority in the 2015 reporting year. On August 14, 2015, the management board, with the consent of the supervisory board, resolved, as part of a discretionary public stock buyback off er, to purchase up to 550,000 of its own outstanding shares in exchange for a cash payment total ing € 23.20 per no-par value share. This number represents 3.94% of the Company's registered share capital. By the expiration of the acceptance deadline on September 9, 2015, 5,871,173 shares had been tendered. Factoring in the preferen tial acceptance of shareholders who had submitted up to a maximum of 100 shares and the allotment ratio of 9.2220%, WashTec AG thereupon acquired 549,988 shares (rounded to the nearest whole number in accordance with common commercial practices). This represents approximately 3.93% of the Company's registered share capital. After implementing the share buyback off er and factoring in the previously held shares, WashTec AG now holds a total of 594,646 of its own shares rep resenting approximately 4.25% of its registered share capital.

§ 315 IV nos. 8 + 9 HGB »Material contracts that are subject to a change of control provision in connection with a take over off er«

Individual contracts concluded by the WashTec Group (e.g., loan agreements) provide for the option of extraordinary termi nation in the event of a takeover (change of control). In that case, the management staff itself could change in the event of a takeover.

Declaration on Corporate Management (§ 289a HGB)

(including corporate governance-report)

The principles of responsible and good management dictate the actions taken by the management and supervisory board of WashTec AG. This declaration represents the management board's report pursuant to § 289a (1) of the German Commercial Code (Handelsgesetzbuch or HGB) on its management of the Company. The management and supervisory boards hereby simultaneously fi le their report pursuant to sec. 3.10 of the German Corporate Governance Code (the »Code«) concerning the corporate governance of the Company.

The management and supervisory board of WashTec AG identify with the objectives of the Code, which encourage responsible, transparent corporate management and supervision aimed at achieving a sustainable increase in shareholder value.

WashTec AG is fully implementing the recommendations of the Code

WashTec AG's management and supervisory boards regularly direct their attention to satisfying the requirements of the Code. The recommendations and suggestions of the Code, as amended on May 5, 2015, have been fully implemented. Thus, no deviations needed to be disclosed in the declaration of conformity issued by the management and supervisory board on December 15, 2015.

8.1 Corporate and managerial structure

Supervisory board

Supervisory board has six members and several committees

The supervisory board is composed of six members. In order to perform its duties effi ciently and in accordance with the requirements of the Code, the supervisory board established an innovation committee and sales strategy committee to accompany the existing audit committee, personnel committee and nomination committee. The committees are charged with the task of preparing the topics and draft resolutions for the supervisory board meetings. The committees also exercise some decision-making powers which have been delegated to them by the supervisory board as required by statute. Within the scope of the overall responsibility of the supervisory board, each member performs certain duties on the committees based on the member's expertise. Dr. Liebler (Chairman), Mr. Große-Allermann and Dr. Blaschke are on the audit committee, whereas Dr. Liebler, based on his special expertise and experience, also handles the role of the »Financial Expert«. Dr. Blaschke acts as chairman of the personnel committee and Messrs. Lacher and Bellgardt serve as additional members. The nominating committee consists of Messrs. Große-Allermann (Chairman), Dr. Liebler and Dr. Hein. Members of the innovation committee include Mr. Bellgardt, as chairman, as well as Dr. Blaschke and Dr. Hein. The sales strategy committee consists of Dr. Blaschke (chairman) and Mr. Bellgardt.

The composition of the supervisory board is based on the Company's corporate purpose, the size of the Company, the composition of the staff and on the international business activity of WashTec. In accordance with its recommendation under sec. 5.4.1 of the Code, the supervisory board resolved to set specifi c objectives with respect to its composition. During the fi scal year, the supervisory board also addressed the issue of female participation on the supervisory board and management board and defi ned a target quota for such board participation. The exact target is described in more detail on page 83.

The supervisory board already largely satisfi es these goals in its current composition and intends to factor in the approved goals during the next supervisory board election or in the event a supervisory board member resigns before his or her term has ended. The same rule applies to proposals made in the event of a court-ordered appointment.

When proposing candidates to the competent election bodies [Wahlgremien], no persons will be considered who would turn 75 years of age during the regular term of offi ce as a member of the supervisory board of the Company (see sec. 1.3 of the Company's internal rules of procedure for the supervisory board).

The supervisory board oversees and advises the management board in its management of the Company's business. At regular intervals, the supervisory board holds discussions with respect to the Company's business development and planning as well as its strategy and the implementation thereof. The supervisory board reviews the Company's quarterly and semi-annual reports and approves WashTec AG's annual fi nancial statements, as well as those of the Group. The annual fi nancial statements of WashTec AG are adopted upon their approval by the supervisory board, inasmuch as there is no resolution of the annual general meeting pursuant to § 172 AktG. The supervisory board monitors the Company's compliance with legal norms, regulations and internal corporate guidelines (compliance). Its scope of responsibilities also includes appointing the members of the management board as well as defi ning their areas of responsibilities. In addition, the supervisory board adopts resolutions on, and regularly reviews, among other things, the system of compensation/remuneration for the management board, including the main contractual elements of that system (sec. 4.2.2 of the Code). Management board decisions of major signifi cance – for example, acquisitions, divestitures and fi nancing measures – are subject to supervisory board approval.

The work of the supervisory board is governed under internal rules of procedure, in particular pertaining to the notice and conduct of meetings, the adoption of resolutions and the manner in which confl icts of interest should be handled.

The supervisory board has adopted internal rules of procedure governing the work of the management board; in particular,

these rules defi ne the areas of responsibility for the members of the management board, prescribe the matters that are reserved for decision by the full (plenary) management board, establish the matters needing the approval of the supervisory board and set the majority vote requirements for management board resolutions.

The management and supervisory boards cooperate closely in the best interests of the Company. No confl icts of interest arose on the part of members of the management or supervisory board requiring disclosure to the supervisory board. The supervisory board's provision of independent advice to, and oversight over, the management board has been and continues to be assured at all times.

Management board

The management board of WashTec AG is a corporate managerial body of the Company and is therefore required to act in the Company's best interests and in furtherance thereof seeks a sustained increase in shareholder value. It is responsible for specifying the principles of the Company's corporate policies in cooperation with the supervisory board, and bears responsibility for the Company's strategic focus, for planning and setting the Company's budget, for allocating resources and performing oversight over department heads. In addition, the management board is responsible for ensuring compliance with legal and regulatory requirements and with internal corporate guidelines or directives, and it works toward securing compliance with these rules by all corporate group affi liates. It reports to the supervisory board at regular intervals and in a timely and comprehensive manner with respect to all questions of strategy and strategic implementation, planning, the Company's fi nancial position and results of operations, compliance, as well as risk and risk management situation, which are of relevance to the Company and the Group.

During the reporting period, the management board consisted of four members: Dr. Zimmermann (as management board chairman), Ms. Kalb, Mr. Weber and Mr. Springs. Dr. Zimmermann is responsible for the areas of Supply Chain, Development, Service, Quality and Purchasing. Ms. Kalb is responsible for the areas of Human Resources, Compliance, Investor Relations and Special Projects. Mr. Weber is responsible for Sales, Marketing and Product Management. Mr. Springs is responsible for Finance and IT.

Reported securities transactions (»Directors' Dealings«)

Pursuant to § 15a of the German Securities Trading Act (Wertpapierhandelsgesetz or WpHG), members of the management and supervisory board have an obligation to disclose their purchase or sale of the securities in WashTec AG or any fi nancial instruments based thereon, to the extent the value of the purchase and sale transactions executed by that board member and persons closely related to him or her reaches or exceeds the sum of € 5,000 during a single calendar year. The Company was notifi ed of the following transactions undertaken in the recently completed fi scal year:

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All directors' dealings are published in the Investor Relations section of the Company's website at www.washtec.de

Shareholdings of the management and supervisory boards

The supervisory board member, Jens Große-Allermann, sits on the management board of Investmentaktiengesellschaft für langfristige Investoren TGV, which according to a notifi cation dated July 31, 2009, held 758,358 voting shares (5.43%) of WashTec AG.

As of December 31, 2015, Dr. Günter Blaschke, as the Supervisory Board Chairman, held 50,000 shares of WashTec AG and Mr. Ulrich Bellgardt, as Supervisory Board Deputy Chairman, held 25,000 shares of WashTec AG. The members of the supervisory board, Dr. Hans-Friedrich Liebler and Dr. Sören Hein, each held 5,000 shares of WashTec AG. The VVG Family Roland Lacher KG, represented by Mr. Roland Lacher, member of the supervisory board of WashTec AG, likewise held 5,000 shares as of December 31, 2015.

As of December 31, 2015, Dr. Volker Zimmermann, as management board chairman, held 12,500 shares of WashTec AG. As a member of the management board, Mr. Stephan Weber held 3,000 shares of WashTec AG, Mr. Rainer Springs held 4,000 shares of WashTec AG, and Ms. Karoline Kalb held 3,300 shares of WashTec AG.

Shareholders and the annual general meeting

WashTec AG regularly provides detailed information on the Company's business developments, fi nancial situation and results of operations to its shareholders in the form of fi nancial reports, in individual discussions and at investor conferences.

The annual general meeting of shareholders of WashTec AG takes place in the fi rst half of a given fi scal year, usually in May. The annual general meeting adopts resolutions regarding, inter alia, the appropriation of distributable profi t, the ratifi cation of the acts taken by the management and supervisory boards, and the selection of the Company's auditors. Amendments to the

Company's articles of association and the granting of authority to engage in measures eff ecting changes to the Company's capital are resolved exclusively by the annual general meeting of shareholders and are implemented by the management board.

WashTec AG off ers its shareholders, prior to the annual general meeting, the option of authorizing a proxy, who is appointed by the Company but bound by the instructions issued by the shareholder in question.

In 2015, as in years past, WashTec AG placed all of the documents, which were relevant to its annual general meeting, on the Internet in German and in English. This means that WashTec AG's homepage off ers a comprehensive platform of information for both national and international investors with respect to its annual general meeting. WashTec AG does not broadcast its annual general meeting on the Internet and does not electronically transmit notices of such meetings.

Female quota

Pursuant to the Act for the Equal Participation of Women and Men in Management Positions in Private Enterprise and Public Service (May, 2015) [Gesetz für die gleichberechtigte Teilhabe von Frauen und Männern an Führungspositionen in der Privatwirtschaft und im öff entlichen Dienst vom Mai 2015], certain companies in Germany are obligated to initially set target quotas for the number of women (as a percentage of all members) who should sit on the supervisory board, sit on the management board and hold the management positions in the two management levels immediately below those bodies and to establish the date by which such a female quota should be attained.

On September 17, 2015, the supervisory board resolved to establish a target of at least 25% as a female quota for the management board.

All documents relevant for the annual general meeting of the shareholders can be downloaded from the Internet

Likewise, on September 17, 2015, the supervisory board resolved to set a target of at least 0% as a female quota for the supervisory board. This decision is intended to create the greatest possible fl exibility for constituting the board on the basis of qualifi cation.

The management board also established a target for constituting the two management levels beneath the management board. In light of the Company's corporate purpose, the size of the Company and the composition of its staff as well as the international business activities of WashTec, the management board is seeking with respect to the composition of the management levels beneath it that the fi rst management level should have a female quota of at least 5.26% and that the second management level should have a female quota of at least 9.52%. Taking into account the specifi c circumstances and conditions at WashTec, the management board believes this quota (percentage) is reasonable because it will provide fl exibility in terms of fi lling these positions on the basis of qualifi cation.

8.2 Compliance

Compliance-Organization is constantly refi ned

Providing comprehensive and timely information to shareholders and stakeholders is a high priority for WashTec. WashTec reports on its business situation and its results of operation through fi nancial reporting and by holding press conferences on its fi nancial statements as well as through conference calls. WashTec also publishes press releases and ad-hoc disclosures. All notices and disclosures, the articles of association of WashTec AG, all of its Declarations of Conformity, its corporate governance report (as a part of the Annual Report) and further documents concerning corporate governance (e.g., the WashTec Code of Ethics) are available for download from the Investor Relations section of the Company's website, www.washtec.de.

WashTec has established a compliance organization, which is intended to ensure that all of the legal and regulatory requirements are observed. The compliance organization is therefore continuously refi ned and improved. The management board and supervisory board regard the compliance organization as a major element of the structure of management and control at WashTec. The detailed report on internal compliance within the Group is thus a regular part of the meetings of the supervisory board. Moreover, a detailed compliance report is prepared each year.

The strategic guidelines and the WashTec Code of Ethics form the basis of the Company's compliance program. The Code of Ethics contains binding rules on legally compliant conduct as well as precise directions dealing with such matters as compliance with competition law and anti-corruption law, handling donations, avoiding confl icts of interests, complying with the prohibition on insider trading, and protecting the Company's assets. The Code of Ethics is binding on all employees of the WashTec Group throughout the world, as well as the members of the management board. The members of the supervisory board observe these rules to the extent they are applicable to them. All of the executives and offi cers [Führungskräfte] throughout the Group have acknowledged the Code of Ethics by their signature. This acknowledgement of the Code of Ethics is renewed regularly.

The insiders list mandated under § 15b WpHG is maintained and updated on a regular basis. The individuals recorded in the insiders list are informed of their resulting duties.

The shareholdings of management and supervisory board members are published both in the Company's Annual Report and in the Investor Relations section of the Company's website at www.washtec.de, provided that the requirements of sec. 6.3 of the Code have been met.

The text below shows the wording of the declaration of conformity, which is required under § 161 of the German Stock Corporation Act (AktG), as such wording was adopted by the management board and supervisory board on December 15, 2015 and published in the Investor Relations section of the Company's website at www.washtec.de.

»WashTec AG, Augsburg Declaration of Conformity under § 161 AktG

The management board and supervisory board declare that WashTec AG has complied with the recommendations in the German Corporate Governance Code of the »Government Commission of the German Corporate Governance Code« (version dated May 5, 2015) from the date on which these bodies issued their last Declaration of Conformity on December 11, 2014 and that they will comply therewith in the future. No exceptions herefrom have applied and will apply.

Augsburg, December 15, 2015

WashTec AG

Management Board and Supervisory Board«

Additional information about corporate governance can be found in the WashTec AG annual reports under the corporate governance report or the declaration of corporate management and on the Internet at www.washtec.de. Disclosures about corporate governance, which are no longer current, will remain accessible on the website for a period of at least fi ve years.

8.3 Remuneration report

Remuneration of the management board

The supervisory board shall determine and regularly review the remuneration and remuneration system of the WashTec AG management board. In conformity with the Code, the remuneration system is, as a whole, structured in such a way as to take account of the duties of the respective management board member, his or her personal performance, and the performance of the management board as a whole, as well as the Company's economic situation, success and prospects for the future as well as the conventionality of the remuneration when comparing it with peer groups and the remuneration structure which other-

wise prevails in the Company. In this regard, the supervisory board takes into account, even over time, the management board remuneration relative to the compensation of senior management and of the staff members as whole.

The remuneration of the members of the management board comports with the statutory requirements of the German Stock Corporation Act and with the recommendations and sugges tions contained in the Code. The remuneration system was last discussed by the supervisory board at its meeting of December 15, 2015 and adopted by resolution, including the major ele ments of remuneration (sec. 4.2.2 para. 1 of the Code). The overall remuneration of the members of the management board is made up of monetary and non-monetary as well as fi xed and variable components, and in general, is directly tied to the sus tained development of the Company. All of the components of remuneration are structured in such a way that each of them is reasonable both by itself and in the aggregate, and that they do not encourage the taking of unreasonable risks.

Fixed salary

The four acting members of the management board were paid a fi xed non-performance related salary totaling € 1,013,678 (prior year: [two acting members of the management board]: € 611,955) for the year 2015. The fi xed remuneration also in cludes benefi ts in-kind consisting, in particular, of the provision of company cars and insurance coverage. The fi xed elements of remuneration ensure that the management board members re-

ceive basic compensation permitting them, as they go about discharging their duties, to act both in accordance with the well-understood best interests of the Company and with the due diligence of a prudent business person [ordentliche Kaufmann], without becoming dependent on purely short-term objectives for success.

Short-term variable remuneration – performance related components

The existing management board contracts provide for a management board remuneration that fully accords with the recommendations of the Code. The variable remuneration components here include short-term components linked to the achievement of various targets to be determined by the supervisory board. They should create an incentive for the management board to promote WashTec AG's business success. The short-term, variable annual remuneration tracks the strategic, operational and fi nancial targets that are set each year by the supervisory board.

Components providing long-term incentive

The current management board contracts provide for management board remuneration that fully satisfi es the recommendations of the Code. The long-term variable remuneration is based on a strategic, fi nancial and operational targets that are independently set by the supervisory board and have a multiyear assessment foundation. The remuneration is divided into two components that are based on identical objectives and chronological parameters. In this respect, the long-term components (a), the amount of which will double the respective short-term variable remuneration to the extent that the respective management board member invests the relevant amount in shares of the Company (b). The incentive phase runs from January 1, 2015 through December 31, 2017. Payments due at the of the incentive phase are dependent on the achievement of the agreed targets and the share price at the respective date.

Ms. Kalb will receive long-term variable remuneration for fi scal years 2015 and 2016, if the service agreement with her is not renewed.

By setting challenging targets, management board members were and are being granted a variable component of remuneration that takes into account both favorable and unfavorable developments (sec. 4.2.3, para. 2 of the Code). Under the Long Term Incentive Program (LTIP), the ROCE and Total Shareholder Return were established as target benchmarks.

A detailed breakdown of the management board remuneration can be found in the table set forth under note 37 (pp. 128 et seq.)

Benefi ts following termination of employment

The current management board contracts provide for compensation equal to 50% of the prorated monthly portion of the annual salary as consideration for the enforcement of a contractually-prescribed, non-compete covenant after the employment or service relationship ends.

The current management board contracts contain a provision, pursuant to which if there is an early termination of the management board activity and such termination was not triggered by good cause justifying termination of the management board contract, then severance payments are agreed but should be limited to a maximum of two years' worth of compensation including reimbursables (severance cap).

Miscellaneous

The members of the management board do not receive any loans or other indemnities from the Company.

Supervisory board remuneration

The remuneration of the supervisory board is specifi ed in sec. 8.16 of the articles of association of WashTec AG. It comprises fi xed and variable remuneration components. Pursuant to the shareholder resolution dated May 13, 2015, the supervisory board remuneration was reconfi gured starting in fi scal year 2015. The basic fi xed remuneration for an ordinary member of the supervisory board is € 35,000 for a full fi scal year of membership on the supervisory board. The deputy chairman receives fi xed remuneration of € 70,000 for each full fi scal year, and the chairman receives € 100,000 for each full fi scal year of his membership on the supervisory board. In addition, every supervisory board member will receive a fee of € 1,500 for each meeting of the supervisory board and its committees that they attend. Every supervisory board member will also receive € 500 for each cent by which the consolidated earnings per share (as determined in accordance with IFRS) exceeds the comparable amount of the prior fi scal year.

Each member of a committee (with the exception of the audit committee) will receive an additional fi xed remuneration of € 2,500. The chairman of the committee (with the exception of the audit committee) will receive an additional fi xed remuneration of € 5,000. Each member of the audit committee will receive an additional fi xed remuneration of € 5,000, and the chairman will receive remuneration of € 10,000.

The fi xed and performance-based total remuneration as well as the meeting attendance fee are limited a maximum total of € 75,000 for each regular supervisory board member, while the remuneration for the chairman of the audit committee will be

limited to a maximum total of € 100,000. The remuneration for the deputy chairman of the supervisory board will be limited to a maximum total of € 150,000, and the remuneration for the chairman of the supervisory board will be limited to a maximum total of € 200,000.

Any supervisory board members, who were on the supervisory board for only part of the fi scal year, will be paid a proportionately lower fi xed and performance-based remuneration.

The Company has not paid any remuneration or granted any benefi ts to the members of the supervisory board during the 2015 fi scal year for services rendered personally by them (sec. 5.4.6 of the Code).

Pursuant to § 8.16 of the articles of association, the annual general meeting of the shareholders also approved a Long Term Incentive Program (LTIP) for the supervisory board, which provided for a personal investment in WashTec shares on or before June 30, 2015 as a precondition for participating in the program (Chairman maximum 25,000 shares, all others maximum 5,000 shares). The stipulated target benchmarks were an EBIT target, an ROCE target and EPS target. The basis for fulfi lment are the key performance indicators for fi scal year 2014. Depending on whether one, several or all of the targets are fulfi lled, a diff erent multiplier will be used for calculating the bonus payment which results from the sum of the reference rate, number of shares and multiplier. The bonus payment is due and payable in fi scal year 2019. The right to that payment will exist only if, at that point in date, the supervisory board member is still on the supervisory board and still holds shares in the Company. The supervisory board members, Dr. Blaschke, Mr. Bellgardt, Dr. Hein, Mr. Lacher and Dr. Liebler are participating in the LTIP with the maximum number of shares.

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m
s²)
ent
com
pon

Dr.
r B
lasc
hke
nte
100 87 47
.5
234
.5
200 200 485
Ulr
ich
Be
llga
rdt
70 43
.5
31 144
.5
150 144
.5
97
Jen
s G
roß
e-A
ller
ma
nn
35 43
.5
22 100
.5
75 75 97

in
Dr.
He
ren
35 43
.5
20 98
.5
75 75 97
Rol
and
La
che
r
35 43
.5
13 91
.5
75 75 97
Dr.
Ha
Lie
ble
ns
r
35 43
.5
26 104
.5
100 100 97
Tot
al
310 304
.5
159
.5
774 675 669
.5
970

1) Payments limited by cap (according to membership/function)

2) Fair value of the LTIP at the time of granting

201
4
Fix
ed
Va
riab
le
Me
etin
g
Tot
al
5)
Ca
p
Pay
out
Mu
lti-y
riab
le
ear
va
in €
k, d
iff e
ssib
le d
din
ff
to r
ren
ces
po
ue
oun
g-o
nda
fee
atte
nce
t
am
oun
ion
(lo
sat
ter
com
pen
ng-
m
s6)
ent
com
pon
Dr.

r B
lasc
hke
1)
nte
29 6 39 74 58 58 0
2)
Ulr
ich
Be
llga
rdt
13 3 18 34 29 29 0
Jen
s G
roß
e-A
ller
ma
nn
30 6 17 52 50 50 0
Dr.

He
in
ren
23 6 18 46 50 46 0
Rol
and
La
che
r
23 6 20 48 50 48 0
Dr.
Ha
Lie
ble
ns
r
33 6 17 55 75 55 0
Mic
hae
l B
h3)
usc
22 5 15 41 42 41 0
ni4)
Ma
ssi
Pe
dra
zzi
mo
10 2 5 16 21 16 0
Tot
al
183 40 149 366 375 343 0

1) Chairman as of June 4, 2014

2) Deputy Chairman as of June 4, 2014

3) Chairman through June 4, 2014

4) Deputy Chairman through June 4, 2014

5) Limitation of the payout through the Cap (according to membership/position)

6) Fair value of the LTIP at the time of granting

Augsburg, March 23, 2016

Dr. Volker Zimmermann Karoline Kalb Rainer Springs Stephan Weber

Management Board Chairman Management Board Member Management Board Member Management Board Member

Consolidated Financial Statements of WashTec

i
Co
l
da
d
Inc
St
te
ate
nt
ns
o
om
e
me
. .
. .
. .
. .
9
2
. .
St
Co
ive
f
he
Inc
ate
nt
me
o
mp
re
ns
om
e .
. .
. .
9
3
Co
l
i
da
d
Ba
lan
S
he
te
et
ns
o
ce
. .
. .
. .
. .
. .
. .
9
4
. .
i
Co
l
da
d
Ca
h
F
low
St
te
ate
nt
ns
o
s
me
. .
. .
. .
9
6
. .
St
f
C
ha
ate
nt
me
o
ng
es
in
Co
i
ity
l
da
d
Eq
te
ns
o
u
. .
. .
. .
. .
. .
. .
. .
. .
9
7
. .
i
No
he
Co
l
da
d
tes
to
t
te
ns
o
ina
ia
F
l
St
ate
nts
nc
me
. .
. .
. .
. .
. .
. .
. .
. .
9
8
. .
i
i
ity
St
Re
b
l
ate
nt
sp
on
s
me
. .
. .
. .
. .
. .
. .
. .
1
3
5

Consolidated Income Statement

See notes for furtherexplanations to the Consolidated Income Statement.

The consolidated notes are an integral component of the consolidated fi nancial statements.

in € Jan
1 t
o
Jan
1 t
o
No
te
De
c 3
1, 2
015
De
c 3
1, 2
014
Rev
7
en
ue
34
0,8
61,
52
5
302
646
,85
1
,
Oth
tin
inc
8
er
op
era
g
om
e
4,4
31,
48
4
4,1
87,
847
Ca
ita
lize
d d
lop
nt
ts
p
eve
me
cos
44
7,2
72
42
6,4
28
Ch
e in
in
tor
ang
ven
y
3,0
22
,80
4
135
,97
2
To
tal
63
34
8,7
,08
5
307
,39
7,0
98
Co
f m
ria
ls
st o
ate
Co
f ra
ria
ls,
ab
les
d s
lies
d o
f p
has
ed
ial
st o
ate
ter
w m
con
sum
an
up
p
an
urc
ma
111
,28
9,4
30
96,
41
0,7
87
Co
f p
has
ed
vic
st o
urc
ser
es
27,
49
8,7
03
23,
772
,14
9
138
,78
8,1
33
120
,18
2,9
36
Pe
el e
9
rso
nn
xp
en
ses
63
113
,24
1,
1
111
,10
5,1
27
Am
iza
tio
n, d
ati
and
im
irm
of
ible
d i
ible
ort
ent
ta
nta
set
ep
rec
on
pa
ng
an
ng
as
s
9,
64
9,2
15
10,
253
,03
9
Oth
tin
10
er
op
era
g e
xp
ens
es
49,
671
,58
0
46,
602
,52
0
Oth
tax
er
es
962
,5
64
89
1,5
83
tin
To
tal
op
era
g e
xp
en
ses
312
,31
3,1
23
289
,03
5,2
05
EB
IT
36
62
,44
9,9
36
18,
1,8
93
Fin
ial
inc
anc
om
e
550
,79
8
,05
455
7
Fin
ial
anc
ens
es
1,0
52,
664
25,
066
1,1
exp
Fin
cia
l re
sul
11
t
an
– 5
01,
866
– 6
70,
009
EB
T
35,
948
,09
6
17,
691
,88
4
Inc
12
e t
om
axe
s
– 1
1,3
92,
373
619
– 4
,97
1,
Co
lida
ted
t in
nso
ne
com
e
24,
,72
3
555
12,
720
,2
65
ig
din
We
hte
d a
be
f o
har
uts
tan
ve
rag
e n
um
r o
g s
es
13,
766
,27
8
13,
932
,31
2
rni
sic
dil
Ea
sha
(ba
d)
13
ute
ng
s p
er
re
=
1.7
8
0.9
1

Statement of Comprehensive Income

See notes for furtherexplanations to the Statement of Comprehensive Income.

The consolidated notes are an integral component of the consolidated fi nancial statements.

in €
k
Jan
1 t
o
De
c 3
1, 2
015
Jan
1 t
o
De
c 3
1, 2
014
Co
lida
t in
ted
nso
ne
com
e
6
24
,55
12,
72
0
ria
ins
s fr
fi n
efi t
liga
tio
sim
ilar
liga
tio
Ac
l ga
/lo
de
ed
ben
ob
and
ob
tua
sse
om
ns
ns
– 3
9
65
–1,
1
fer
De
red
ta
xes
6 40
5
wi
sifi
fi t
Ite
th
ll n
be
las
ed
los
at
ot
to
ms
rec
pro
or
s
– 33 246
–1,
Ch
in t
fai
of
fi n
ial
ins
for
ing
niz
ity
he
lue
ed
he
dg
ed
und
tru
nts
ang
es
r va
anc
me
us
pu
rpo
ses
re
cog
er
equ
0 0
jus
ite
m f
ati
of f
ign
bsi
dia
rie
Ad
the
nsl
tm
ent
tra
or
cu
rre
ncy
on
ore
su
s
1,3
30
630
diff
inv
in
sid
iar
ies
Exc
han
sub
et
est
nts
ge
ere
nce
s o
n n
me
– 6
37
–8
1
fer
De
red
ta
xes
– 1
17
–14
ifi e
rofi
Ite
th
be
sub
ntl
ecl
d t
r lo
at
t o
ms
ma
seq
ue
y r
ass
o p
ss
y
576 535
Ot
nsi
inc
he
he
r c
om
pre
ve
om
e
543 –71
1
siv
e i
To
tal
reh
co
mp
en
nco
me
25,
099
12,
009

Consolidated Balance Sheet – Assets

See notes for furtherexplanations to the Consolidated Balance Sheet.

The consolidated notes are an integral component of the consolidated fi nancial statements.

in € No
te
De
c 3
1, 2
015
De
c 3
1, 2
014
No
t a
ts
n-c
urr
en
sse
uip
Pro
lan
nd
ty,
t a
nt
per
p
eq
me
15 686
31,
,04
3
68
697
32,
9,
Go
ill
odw
15 42,
312
,25
1
86
42
,31
2,2
ible
Int
set
ang
as
s
15 5,3
15,
40
0
6,1
695
93,
eiv
Tra
de
ab
les
rec
19 2,0
00,
980
63,
1,3
49
2
cei
Tax
vab
les
re
18 49,
939
67
90
,3
Oth
ets
er
ass
20 138
,57
3
42
2,4
21
fer
De
red
ta
ts
x a
sse
16 4,2
47,
587
4,0
75,
514
To
tal
ent
set
no
n-c
urr
as
s
85,
750
,77
3
87,
147
,47
2
Cu
nt
ets
rre
ass
ori
Inv
ent
es
17 39,
882
,47
1
35
,43
7,2
07
eiv
Tra
de
ab
les
rec
19 45,
770
,02
8
41,
712
,07
0
cei
Tax
vab
les
re
18 64,
7,4
788
2,9
55
,79
3
Oth
ets
er
ass
20 3,3
80,
592
2,8
95,
57
3
Ca
uiv
sh
and
sh
ale
nts
ca
eq
21 106
7,7
81,
674
15,
,18
9
To
tal
nt
ets
cu
rre
ass
104
,27
8,9
85
674
98
,83
2
,
To
tal
set
as
s
190
,02
9,7
58
185
,82
2,3
04

Consolidated Balance Sheet – Equity and Liabilities

See notes for furtherexplanations to the Consolidated Balance Sheet.

The consolidated notes are an integral component of the consolidated fi nancial statements.

in € No
te
De
c 3
1, 2
015
De
c 3
1, 2
014
uit
Eq
y
Su
rib
ita
bsc
ed
l
cap
22 40
,00
0,0
00
40
,00
0,0
00
Con
ting
ital
ent
ca
p
22 8,0
00,
00
0
8,0
00,
00
0
Ca
ita
l re
p
ser
ves
23 36
63,
,4
44
1
36
63,
,4
44
1
Tre
sha
asu
ry
res
24 6,7
–13
,17
88
067
–4
17,
Oth
ati
eff
and
nsl
tra
ect
er
res
erv
es
cu
rre
ncy
on
s
25 86
–2,
2,4
47
–3,
40
5,4
42
fi t
rie
d f
Pro
ard
car
orw
–4
,71
1,8
29
56
5,5
,22
0
Co
lida
t in
e (f
rio
ted
the
d)
nso
ne
com
or
pe
24,
55
5,7
23
65
12,
72
0,2
68
80
,2
,10
0
90
,91
7,4
17
lia
bil
itie
No
ent
n-c
urr
s
Fin
asi
liab
ilit
ies
e le
anc
ng
29 2,8
27,
417
61,
876
3,7
vis
ion
s fo
ion
Pro
r p
ens
s
26 9,7
39,
511
416
9,8
93,
Oth
ovi
sio
ent
er
no
n-c
urr
pr
ns
27 3,5
24,
25
0
46
3,4
70,
8
Oth
lia
bili
tie
ent
er
no
n-c
urr
s
30 46
65
1,3
,0
2,0
32
,93
3
fer
in
De
red
com
e
31 1,1
75,
03
8
62
95
7,
7
x li
abi
litie
De
fer
red
ta
s
16 3,7
51,
367
2,8
78,
57
9
lia
bil
itie
To
tal
ent
no
n-c
urr
s
363
648
22,
,
22
,99
4,8
99
Cu
liab
ilit
ies
nt
rre
rin
Int
bea
loa
st-
ere
g
ns
28 5,2
69,
04
0
25
2,1
30
Fin
asi
liab
ilit
ies
e le
anc
ng
29 1,5
53
671
,
1,9
02,
614
Pre
de
nts
pay
me
on
or
rs
30 6,7
97,
767
4,
60
7,9
20
Tra
de
ab
les
pay
30 7,5
42
,18
7
5,9
49,
82
8
Tax
and
lev
ies
es
30 4,7
44
,57
5
5,7
71,
85
8
Lia
bili
tie
s fo
cia
l se
ity
r so
cur
30 1,1
77,
97
7
95
0,9
26
Tax
ovi
sio
pr
ns
8,3
37,
697
2,7
91,
40
2
Oth
t li
abi
litie
er
cur
ren
s
30 31,
199
,34
2
27,
54
5,4
18
Oth
isio
t p
er
cur
ren
rov
ns
27 12,
953
,85
0
14,
85
6,7
10
De
fer
red
in
com
e
31 7,8
21,
90
4
7,2
81,
182
liab
ilit
ies
To
tal
nt
cu
rre
87,
39
8,0
10
71,
90
9,9
88
uit
liab
ilit
ies
To
tal
nd
eq
y a
190
,02
9,7
58
185
,82
2,3
04

Consolidated Cash Flow Statement

See notes for furtherexplanations to the Consolidated Cash FlowStatement.

The consolidated notes are an integral component of the consolidated fi nancial statements.

in €
k
No
te
20
15
20
14
EB
T
35,
948
692
17,
Adj
ile
EB
T to
sh
f
l o
fro
atin
ctiv
itie
ust
nts
to
t ca
me
rec
onc
ne
ws
m o
per
g a
s:
Am
iza
tio
n, d
iat
ion
d i
air
of
ort
nt
ent
set
ep
rec
an
mp
me
no
n-c
urr
as
s
9,6
49
10,
253
Ga
in/
los
s fr
di
sal
f n
nt
ets
om
spo
s o
on
-cu
rre
ass
– 6
0
34
Oth
ins
/lo
er
ga
sse
s
839 1,2
87
Fin
ial
inc
anc
om
e
– 5
51
–45
5
Fin
ial
anc
exp
ens
es
1,0
53
1,1
25
Mo
s in
ovi
sio
ent
vem
pr
ns
– 2
,03
7
1,4
11
Ch
in n
ork
ing
ital
et w
ang
es
ca
p
:
Inc
se/
dec
in t
rad
iva
ble
rea
rea
se
e r
ece
s
– 4
,75
8
–1,
525
Inc
se/
dec
in i
rie
nto
rea
rea
se
nve
s
– 3
,60
7
–77
Inc
se/
dec
in t
rad
ble
rea
rea
se
e p
aya
s
1,5
73
–2,
958
Ch
in o
ing
ita
the
ork
l
et w
ang
es
r n
ca
p
4,5
83
8,1
61
id
Inc
e t
om
ax
pa
– 9
,70
5
746
–5,
fl o
fro
ing
tiv
itie
Ne
ash
t c
rat
ws
m o
pe
ac
s
32,
927
29,
202
of
uip
(wi
ut fi
sin
Pu
rch
lan
nd
tho
lea
)
ert
t a
nt
ase
pr
op
y, p
eq
me
na
nce
g
– 7
,22
4
–4,
314
Pro
ds
fro
ale
of
lan
nd
uip
ert
t a
nt
cee
m s
pr
op
y, p
eq
me
509 244
Ne
ash
fl o
fro
inv
ing
tiv
itie
t c
est
ws
m
ac
s
– 6,
715
070
–4,
Div
ide
nd
out
pay
– 2
2,9
88
–8,
917
Sh
bu
bac
k
are
y-
60
– 1
2,7
0
Int
ive
d
st r
ere
ece
69 79
Int
aid
st p
ere
– 9
78
–1,
012
Re
of
lia
bili
tie
s fr
fi n
e le
nt
ent
pay
me
no
n-c
urr
om
anc
ase
s
,94
9
– 1
–2,
068
in fi
nci
ivit
ies
Ne
ash
fl o
ed
t c
act
ws
us
na
ng
– 3
8,6
06
–11
,91
8
t in
in
uiv
Ne
/de
sh
d c
ash
ale
nts
cre
ase
cre
ase
ca
an
eq
– 12
,39
5
13,
214
rei
iff e
Ne
t fo
cha
e d
gn
ex
ng
ren
ce
– 5
15
–53
5
Ca
uiv
sh
d c
ash
ale
Ja
1
nts
at
an
eq
nu
ary
15,
422
2,7
43
Ca
uiv
sh
d c
ash
ale
De
be
r 3
1
21
nts
at
an
eq
cem
2,5
12
15,
422
Co
osi
tio
f c
uiv
fo
fl o
ash
d c
ash
ale
ash
nts
mp
n o
an
eq
r c
w
pu
rpo
ses
:
Ca
sh
d c
ash
uiv
ale
nts
an
eq
7,7
81
674
15,
Int
bea
rin
loa
st-
ere
g
ns
269
– 5,
–25
2
Ca
sh
d c
ash
uiv
ale
De
be
r 3
1
nts
at
an
eq
cem
2,5
12
422
15,

Statement of Changes in Consolidated Equity

See notes for furtherexplanations to the Statement of Changes in Consolidated Equity.

The consolidated notes are an integral component of the consolidated fi nancial statements.

in €
k
Nu
mb
er
of
sha
res
(in
its)
un
Su
rib
bsc
ed
ita
Ca
l
p
Ca
ita
l
p
res
erv
e
Tre
asu
ry
sha
res
Oth
er
res
erv
es
Cu
rre
ncy
ati
nsl
tra
on
eff
ect
s
fi t
Pro
rie
d
car
for
rd
wa
To
tal
As
of
Ja
1,
20
14
nu
ary
13
,93
2,3
12
40,
000
36,
464
– 4
17
– 2
,87
6
182 14,
474
87,
825
Inc
nd
niz
ed
om
e a
exp
ens
es
rec
og
dir
in e
ity
ly
ect
qu
– 1
,73
2
63
0
– 1
,10
2
Tax
cti
niz
ed
tra
es
on
nsa
ons
re
cog
dir
in e
ity
ly
ect
qu
39
1
39
1
Div
ide
nd
– 8
,91
7
– 8
,91
7
Co
lida
t in
e fo
eri
ted
r th
od
nso
ne
com
e p
12,
720
12,
720
As
of
De
ber
31
, 20
14
cem
13
,93
2,3
12
40,
000
36,
464
– 4
17
,21
– 4
7
812 18,
277
90,
917
As
of
Ja
20
1,
15
nu
ary
13
,93
2,3
12
40,
000
36,
464
– 4
17
,21
– 4
7
81
2
18,
277
90,
917
niz
Inc
nd
ed
om
e a
exp
ens
es
rec
og
dir
ly
in e
ity
ect
qu
– 6
77
1,3
30
653
ctio
niz
Tax
ed
tra
es
on
nsa
ns
rec
og
dir
ly
in e
ity
ect
qu
– 1
10
– 1
10
isit
ion
of
Ac
har
qu
ow
n s
es
– 5
49,
988
60
– 1
2,7
60
– 1
2,7
Div
ide
nd
– 2
2,9
88
– 2
2,9
88
Co
lida
t in
e fo
eri
ted
r th
od
nso
ne
com
e p
556
24,
556
24,
of
As
De
ber
31
, 20
15
cem
13
,38
2,3
24
40,
000
36,
464
– 1
3,1
77
– 5
,00
4
2,1
42
19,
845
268
80,

Notes to the Consolidated Financial Statements of WashTec AG (IFRS) for Fiscal Year 2015

General

  1. General information on the Group

The consolidated fi nancial statements of the WashTec Group for the fi scal year from January 1 through December 31, 2015 were prepared on March 23, 2016 and made available to the supervisory board for review. They are expected to be approved at the supervisory board meeting on March 23, 2016 and thereafter released for publication by the management board. The consolidated fi nancial statements and Group management report may be accessed through the Bundesanzeiger [German Federal Gazette] and the company register and may be downloaded from our website, www.washtec.de.

The ultimate parent company of the WashTec Group is WashTec AG, which is entered in the commercial register in Augsburg under registration no. HRB 81.

The Company's registered offi ce is located at Argonstrasse 7, 86153 Augsburg, Germany.

The Company's shares are in free fl oat and are publicly traded.

The purpose of the WashTec Group comprises the development, manufacture, sale and servicing of car wash products, as well as leasing, and all services and fi nancing solutions, which are related thereto and are required in order to operate car wash equipment.

2. Accounting principles underlying the consolidated fi nancial statements

The consolidated fi nancial statements of WashTec AG have been prepared in accordance with the International Financial Reporting Standards (IFRSs) of the International Accounting Standards Board (IASB) in force as of the balance sheet date and with the applicable interpretations (IFRIC). They comply with the accounting standards applicable in the European Union for fi scal year 2015 and are also supplemented by additional information required by section (§) 315a HGB [»Handelsgesetzbuch« or German Commercial Code] and the Group management report.

The requirements under § 315a HGB for exempting the Company from having to prepare consolidated fi nancial statements in accordance with German commercial law have been met.

The consolidated fi nancial statements are generally prepared on a historical cost basis, except with respect to derivative fi nancial instruments, which are measured at fair value. The consolidated fi nancial statements are presented in euro and, unless otherwise indicated, all fi gures are rounded to the nearest thousand (€k); this process could produce rounding diff erences.

3. Basis of consolidation

The consolidated fi nancial statements include the fi nancial statements of WashTec AG and its subsidiaries as of December 31 of each fi scal year. The fi nancial statements of the subsidiaries are prepared for the same reporting period as the parent company, using uniform accounting policies.

Subsidiaries are fully consolidated as of the date of acquisition; i.e. from the date on which the Group acquires control. Control will be deemed to exist from the date on which WashTec AG has the direct or indirect possibility of determining the business and fi nancial policy of the entity in which the investment was made, of participating in the variable yields paid out by such entity and of infl uencing the return. Subsidiaries will no longer be consolidated once the parent company no longer has the control.

All intra-group balances, transactions, income, expenses as well as unrealized gains and losses resulting from intra-group transactions are eliminated in full.

In addition to the parent company, the consolidated fi nancial statements of WashTec AG also contain the following group entities as of December 31, 2015:

ida
titi
Con
sol
ted
en
es
Sha
re
din
Hol
g
ines
Bus
s
ity
Equ
Pro
fi t/l
oss
in c
apit
al
com
pan
y
acti
vity
at D
ec 3
1,
for
201
5
in % 201
5
in €
k
in €
k
Ge
ntit
ies
rma
n e
Wa
shT
Cle
ani
Tec
hno
log
y G
mb
H, A
bur
1)
ec
ng
ugs
g
100 A I 29,
846
0
Wa
shT
Ho
ldin
g G
mb
H, A
bur
ec
ugs
g
100 B II 72,
991
22,
278
Wa
shT
Car
sh
Ma
Gm
bH,
Au
gsb
2)
ent
ec
wa
nag
em
urg
100 B III 51 0
Wa
shT
Fin
ial
Ser
vic
es G
mb
H, A
bur
1)
ec
anc
ugs
g
100 A IV 62 0
AU
WA
-Ch
ie G
mb
H, A
bur
2)
em
ugs
g
100 B V 537 0
For
eig
ntit
ies
n e
Wa
shT
Fra
S.A
.S.,
St.
Jea
n d
e B
e, F
ec
nce
ray
ran
ce
100 C VI 1,8
14
751
Ma
rk V
II E
qui
Inc
., A
da,
US
A
ent
pm
rva
100 C I 9,3
58
1,2
06
Wa
shT
S.r.
l., C
le,
Ital
ec
asa
y
100 C VI 49
1,7
– 47
Wa
shT
UK
Ltd
., G
t D
, U
nite
d K
ing
dom
ec
rea
unm
ow
100 C VI 2,9
74
250
Cal
ifor
nia
Kle
ind
ien
st L
imi
ted
, W
oki
ngh
, U
nite
d K
ing
am

dom
5)
100 A 0 0
Wa
shT
ec A
/S,
Hed
ehu
e, D
ark
4)
sen
enm
100 C VI 2,6
62
926
Wa
shT
Cle
ani
Tec
hno
log
y G
mb
H, V
ien
Aus
tria
ec
ng
na,
100 C VI 1,2
62
68
Spa
in S
drid
, Sp
ain
Wa
shT
.A.,
Ma
ec
100 C VI 518 8
Wa
shT
Car
Cle
ani
Equ
ipm
(S
han
gha
i) C
o. L
td.,
ent
ec
ng
Sha
ai,
Chi
ngh
na
100 C VII 702 –19
7
Wa
shT
Cle
ani
Tec
hno
log
., N
Cze
ch
ec
ng
y s
.r.o
yra
ny,
ic
Rep
ubl
100 D VII
I
2,3
57
302
WT
MV
II C
lea
nin
g T
ech
nol
ogi
es C
da
Inc
., G
rim
sby
ana
,
a 6)
Ont
ario
, Ca
nad
100 E VI – 5,
750
157
Wa
shT
ec A
rali
a P
ty L
td.,
Sy
dne
y, A
rali
ust
ust
a
100 C VI 1,4
89
644
ña
Wa
shT
Cle
ani
Tec
hno
log
y E
S.A
., B
ilba
ec
ng
spa
o,
Spa
in 5
)
100 C 1 0
Wa
shT
Ben
elu
x B
.V.,
Zoe
The
Ne
the
rlan
ds 3
)
ter
ec
me
er,
100 C VI 3,4
75
447
Wa
shT
No
rdic
s A
B, B
olle
byg
d, S
den
ec
we
100 C VI 635 497
Wa
shT
Pol
ska
Sp
Wa
Pol
and
ec
. z o
.o.,
rsa
w,
100 D VI – 10 14
1) P
rofi t
/loss
tion
by W
ashT
ec H
oldin
g Gm
bH
ass
ump
D) 9
0%
of th
e sh
is he
ld by
are
Wa
shTe
c Cle
anin
g Te
chno
logy
Gm
bH,

2) Profi t/loss assumption by WashTec AG

3) Subgroup with Benelux Carwash Management B.V., Zoetermeer, NL, WashTec Benelux Administratie B.V., Zoetermeer, NL und WashTec Benelux N.V., Brussels, Belgium, whose results are reported in WashTec Benelux B.V., Zoetermeer, NL

4) Including permanent establishments in Norway

5) Company is currently inactive

6) Indirect ownership interest through Mark VII Equipment Inc., Arvada, USA A) WashTec Holding GmbH B) WashTec AG

C) WashTec Cleaning Technology GmbH

10% is held by WashTec Holding GmbH

E) Mark VII Equipment Inc., Arvada, USA

I) Production-, Sales-, and Service-Entity II) Holding Company

III) Rent of Car wash

  • IV) Acquisition and arrangement of Leasing contracts and fi nancing
  • V) Development, production and sale of chemical products
  • VI) Sales- und Service-Entity
  • VII) Production-Entity
  • VIII) Subcontracting

4. Eff ects of the new accounting standards

In fi scal year 2015, the Group applied the following new and revised IFRS Standards and Interpretations.

Sta
nda
rd/
Inte
tati
rpre
on
Titl
e
Ma
nda
tory
lica
tion
app
End
nt
ors
eme
by t
he E
U
Mat
eria
l eff
ects
on W
ash
Tec
S
IFR
RSs
An
l Im
IF
ent
s to
nua
pro
vem
(20
11–
201
3 c
ycl
e)
Jan
1,
201
5
De
c 1
8, 2
014
non
e

Moreover, the IASB and the IFRS Interpretations Committee have enacted additional Standards, Interpretations and Amendments listed below, but these did not yet have to be applied in fi scal year 2015 or have not yet been endorsed by the European Union.

As of December 31, 2015, the WashTec Group had not adopted or applied these Standards earlier than required. The fi rst-time adoption of the Standards is planned for the date on which they are recognized and endorsed by the EU.

Sta
nda
rd/
tati
Inte
rpre
on
Titl
e
Ma
nda
tory
lica
tion
app
End
nt
ors
eme
by t
he E
U
Mat
eria
l eff
ects
on W
ash
Tec
IAS
1
AS
atio
f
Am
end
to I
1 P
nts
ent
me
res
n o
Fin
ial
Sta
Dis
clo
e In
itia
tive
tem
ent
anc
s –
sur
6
Jan
1,
201
De
c 1
8, 2
015
non
e
IAS
7
Am
end
to I
AS
7 S
f Ca
sh
nts
tate
nt o
me
me
Flo
– D
iscl
re I
niti
ativ
ws
osu
e
Jan
1,
201
7 e
d in
Q4
cte
xpe
201
6
non
e
IAS
12
Am
end
to I
AS
12
Inc
e T
nts
me
om
axe
s –
Rec
itio
f D
efe
rred
Ta
x A
ts f
ogn
n o
sse
or
lise
Un
d L
rea
oss
es
Jan
1,
201
7 e
d in
Q4
cte
xpe
201
6
non
e
IAS
16
d
an
IAS
38
Am
end
to I
AS
16
Pro
Pla
nd
nts
ty,
nt a
me
per
Equ
ipm
d IA
S 3
8 In
gib
le A
ent
tan
ts –
an
sse
Cla
rifi c
atio
f Ac
tab
le M
eth
ods
of
n o
cep
Dep
iati
and
Am
izat
ion
ort
rec
on
Jan
1,
201
6
De
c 2
, 20
15
non
e
IAS
16
d
an
IAS
41
Am
end
to I
AS
16
Pro
Pla
nd
nts
ty,
nt a
me
per
Equ
ipm
d IA
S 4
1 A
gric
ultu
Be
ent
an
re –
are
r
Pla
nts
Jan
1,
201
6
No
v 2
3, 2
015
non
e
IAS
19
AS
nefi
Am
end
to I
19
Em
plo
Be
nts
ts
me
yee

Em
plo
Co
ibu
tion
ntr
yee
s
Feb
1,
201
5
De
c 1
7, 2
014
non
e
IAS
27
Am
end
to I
AS
27
Sep
te F
ina
nci
al
nts
me
ara
Sta
Equ
ity
Me
tho
d in
Se
tem
ent
ate
s –
par
Fin
ial
Sta
tem
ent
anc
s
Jan
1,
201
6
De
c 1
8, 2
015
non
e
S 9
IFR
Fin
ial
Inst
ent
anc
rum
s
Jan
1,
201
8
in H
ed
1
ect
exp
201
6
tly
cur
ren
iew
ed
rev
IFR
S 1
0 a
nd
IAS
28
Am
end
to I
FRS
10
Co
lida
ted
nts
me
nso
Fin
ial
Sta
nd
IAS
28
Inv
tem
ent
est
nt
anc
s a
me
in A
ciat
nd
Joi
nt V
Sal
ent
sso
es a
ure
s –
e o
r
Con
trib
utio
f As
s b
Inv
set
etw
est
n o
een
an
or
its
iate
Joi
and
As
nt V
ent
soc
or
ure
ned
tpo
pos
non
e
Sta
nda
rd/
Inte
tati
rpre
on
Titl
e
Ma
nda
tory
lica
tion
app
End
nt
ors
eme
by t
he E
U
Mat
eria
l eff
ects
on W
ash
Tec
IFR
S 1
0,
S 1
IFR
2 a
nd
IAS
28
Am
end
to I
FRS
10
Co
lida
ted
nts
me
nso
Fin
ial
Sta
S 1
iscl
f
IFR
2 D
tem
ent
anc
s ,
osu
re o
Inte
ts i
n O
the
r E
ntit
ies
and
IA
S 2
8 In
t
res
ves
in A
ciat
nd
Joi
nt V
nts
ent
me
sso
es a
ure
s –
Ap
ply
ing
the
Co
lida
tion
Ex
tion
nso
cep
01-
Jan
-20
16
ed
in Q
2
ect
exp
6
201
non
e
IFR
S 1
1
Am
end
to I
FRS
11
Jo
int
Arr
nts
ent
me
ang
em
s
– A
ing
for
Ac
qui
siti
of
Inte
ts i
unt
cco
ons
res
n
Joi
nt O
atio
per
ns
01-
Jan
-20
16
24-
Nov
-20
15
non
e
IFR
S 1
4
Reg
ula
De
fer
ral
Acc
tory
ts
oun
01-
Jan
-20
16
Pos
tpo
ent
nem
of t
he
end
ors
e
nt p
me
roc
ess
il th
i
ubl
unt
e p
ion
of
the
cat
fi na
l sta
nda
rd
non
e
S 1
IFR
5
Co
wit
h C
Rev
e fr
ntra
cts
ust
enu
om
om
ers
01-
Jan
-20
18
in Q
ed
2
ect
exp
201
6
tly
cur
ren
iew
ed
rev
IFR
S 1
6
Lea
ses
01-
Jan
-20
19
to b
e
det
ine
d
erm
tly
cur
ren
iew
ed
rev
IFR
S
An
l Im
IF
RSs
ent
s to
nua
pro
vem
(20
12–
201
4 c
ycl
e)
01-
Jan
-20
16
Dec
-20
15-
15
non
e

5. Accounting policies

The accounting policies adopted are generally consistent with those adopted in prior years, except as provided below.

Foreign currency translation

The consolidated fi nancial statements are presented in euro, which is the Group's functional and reporting currency.

The conversion of the subsidiaries' annual fi nancial statements that were prepared in a foreign currency will be done in accordance with the concept of the functional currency. The functional currency of foreign companies is generally the respective national currency. The items included in the separate fi nancial statements of each entity are measured using such functional currency.

Monetary assets and liabilities denominated in foreign currencies are converted into the functional currency on each balance sheet date based on the exchange rate on that date. All diff erences arising from the currency translation are recognized in the income statement. Excepted therefrom are currency translation eff ects from net investments in a

foreign operation and from related foreign currency loans. These are recognized in equity until the disposal of the net investment, at which time they are recognized as income or an expense in the relevant period. Deferred tax charges and credits attributable to exchange diff erences on these borrowings are also recorded under equity.

Non-monetary items, which are measured at historical cost in a foreign currency, are translated using the exchange rates applicable on the dates of the initial transactions. Non-monetary items, which are measured at fair value in a foreign currency, are translated using the exchange rates on the date when the fair value is appraised. Any goodwill arising from the acquisition of a foreign operation and any fair value adjustments to the carrying amounts of assets and liabilities arising therefrom are recognized as assets and liabilities of the foreign operation and translated as of the rate on the balance sheet date.

The assets and liabilities of subsidiaries that do not report in euro are translated into euro at the rate of exchange applicable on the balance sheet date, and their income statements are translated at the weighted average exchange rates for the year. The exchange diff erences from the currency translation are recognized as a separate item under equity. On disposal of a foreign operation, the deferred cumulative amount recognized in equity relating to that particular foreign operation is recognized as a gain or loss.

Property, plant and equipment

Property, plant and equipment are recognized at cost less accumulated scheduled depreciation and accumulated impairment losses. Such costs include the cost of replacing part of the plant and equipment when that cost is incurred, if the recognition criteria are met. The costs of the Group's owned manufactured equipment will include not only directly attributable costs but also prorated costs of materials and overhead as well as depreciation (IAS 16). All other repair and maintenance costs are recognized on the income statement as they are incurred. These assets are depreciated on a straight-line basis over their estimate useful life pro rata temporis.

The following plant, property and equipment will generally be depreciated on the basis of the useful lives for those assets as set forth in the schedule below:

uip
Pro
lan
nd
ty,
t a
nt
per
p
eq
me
ife
Us
efu
l L
Bu
ildi
ngs
20
50
to
yea
rs
Tec
hn
ica
l p
lan
nd
chi
t a
ma
ner
y
5 t
o 1
4 y
ear
s
Fin
e le
asi
anc
ng
6 t
o 1
0 y
ear
s
Oth
lan
fi xt
nd
fi tt
ing
t,
er
p
ure
s a
s
3 t
o 8
ye
ars

An item of property, plant and equipment will be derecognized upon its disposal or when no future economic benefi ts are expected from its use or disposal. Any gain or loss arising from the derecognition of the asset (calculated as the diff erence between the net disposal proceeds and the carrying amount of the asset) will be included in the income statement for the period in which the asset is derecognized. At the end of each fi scal year, an asset's residual value, useful life and method of depreciation shall be reviewed and, if necessary, adjusted.

Business combinations and goodwill

The acquisition method is used to account for business combinations. For this purpose, the acquisition costs are determined according to the fair value of the consideration that is provided in return; i.e., the sum of the transferred assets, the issued equity instruments and the assumed liabilities on the date of the acquisition. All acquisition-related costs are expensed.

Goodwill is initially measured at the cost of acquisition. The measurement is based on the excess of the acquisition costs of the business combination over the acquiring entity's share in the fair value of the acquired entity's identifi able assets, liabilities and contingent liabilities. After fi rst-time recognition, goodwill is measured as the acquisition costs less any accumulated impairment losses. It is not subject to scheduled amortization, but is instead tested for possible impairment at least once each year. For the purpose of impairment testing, goodwill acquired in connection with a business combination is, beginning on the acquisition date, allocated to each of the Group's cash generating units that are expected to benefi t from the synergies of the combination.

Intangible assets

Intangible assets include mostly acquired patents, technologies, capitalized development costs, licenses and software.

The following intangible assets will generally be amortized on the basis of the useful lives set forth in the schedule below:

ibl
Int
ts
ang
e a
sse
efu
ife
Us
l L
ire
ies
Ac
d p
d t
ech
nol
ate
nts
qu
an
og
8 y
ear
s
Lic
oft
nd
enc
es
a
s
wa
re
3 t
o 8
ye
ars
Ca
ital
ize
d d
lop
nt
ts
p
eve
me
cos
6 t
o 8
ye
ars

Acquired intangible assets

Intangible assets, which are not acquired in connection with a business combination, are measured at cost when fi rst recognized and are carried at in subsequent periods less any accumulated amortization and impairment losses.

A distinction is made between intangible assets with fi nite useful lives and those with indefi nite useful lives. During the reporting period, the Group held assets with only fi nite useful lives.

Intangible assets with fi nite useful lives are amortized over the useful economic life. The amortization period and amortization method are reviewed at the end of each fi scal year and adjusted accordingly if expectations have changed.

Internally generated intangible assets (research and development costs)

Research costs are expensed in the period in which they are incurred. Development expenditures on any given project include all directly attributable costs (mostly personnel expenses) as well as a share of the overhead costs. Under IAS 38, these costs are capitalized as an intangible asset only if the asset can be identifi ed, a future economic benefi t is expected to be received and the production costs can be reliably calculated during the development process. In addition, development costs will be capitalized only if the completion of development and the follow-up use or sale are ensured and intended on both the technical and the fi nancial side.

Following initial recognition of the development expenditures as an asset, the cost model will be applied requiring the asset to be carried at cost less any accumulated amortization and accumulated impairment losses. Amortization of the asset begins when development is complete and the asset is available for use. It is amortized over the period of the expected future benefi ts. During the development phase in which the period of use is indefi nite, the asset is tested for impairment annually.

Impairment of non-fi nancial assets

With respect to assets with a fi nite useful life, the Group assesses on each balance sheet date whether there is any indication that such assets could be impaired. If any such clues exist, then the Group shall estimate the asset's recoverable amount. An asset's recoverable value is either the fair value less costs to sell or the value in use, whichever is higher. To determine the value in use, a reasonable valuation method is applied. To this end, the estimated future cash fl ows are discounted before tax to their present value using a discount rate that refl ects the market expectations that exist at the time in terms of interest eff ect and the risks specifi c to the asset. The recoverable value of each individual asset or – if such calculation is not possible – for each cash generating unit that is attributable to that asset, shall be defi ned. If the carrying value of the asset exceeds its recoverable value, then the asset is impaired and must be written down to its recoverable amount. An impairment expense recognized in earlier reporting periods will be reversed and recognized in the income statement, if there has been a change in the assessment used in determining the recoverable value. The cap on an impairment reversal in this regard is the book (carrying) value plus any scheduled amortization that would have been applied had there been no impairment in the past. Any such reversal shall be recognized in profi t or loss.

Intangible assets with an indefi nite useful life and goodwill shall be subject to an impairment test at least once each year. A review will also be carried out if events or circumstances arise that suggest a possible impairment.

Impairment is regularly determined for goodwill by assessing the recoverable value of the cash generating units, to which the goodwill relates. The cash generating units at the WashTec Group correspond with the operating segments defi ned pursuant to IFRS 8. They are divided between the regions of »Core Europe«, »Eastern Europe«, »North America« and »Asia/Pacifi c«.

Where the recoverable value of the cash generating units is less than their carrying value, then an impairment loss is recognized. Impairment losses relating to goodwill cannot be reversed in future periods. The Group performs its annual impairment test of goodwill after completing the budgeting process.

Financial instruments and hedging

A fi nancial instrument is a contract that leads to the creation of a fi nancial asset for a company and, at the same time, leads to the creation of a fi nancial liability or an equity instrument for another company.

Financial assets

In general, fi nancial assets within the meaning of IAS 39 are classifi ed as »fi nancial assets at fair value through profi t or loss« (FVthP/L), as »loans and receivables« (LaR), as »held-to-maturity investments« (HtM), or as »available-for-sale fi nancial assets« (AfS). When fi nancial assets are recognized initially, they are classifi ed and measured at fair

value. With regard to fi nancial assets that are not measured at fair value through profi t or loss, the initial valuation is carried out including transaction costs that are directly attributable to the acquisition of the asset.

The fi nancial assets consist primarily of cash and cash equivalents, trade receivables, derivatives with a positive fair value and other assets.

All purchases and sales of fi nancial assets made at arm's length are recognized on the trade date, which is the date that the Group commits to the purchase or sale of the asset. Regular way purchases or sales require delivery of assets within the period generally established by regulation or convention in the marketplace.

Assets at fair value through profi t or loss: All fi nancial instruments held for trading purposes as well as derivatives that are not reported in hedged accounting shall be classifi ed under this category. They are generally reported at fair value. All market value changes are recognized in profi t and loss. Fair value will be deemed the price to which willing and independent contracting parties are able to agree in a commercial transaction under current market conditions. If there is no active market, then such value shall be calculated using valuation methods.

Held-to-maturity assets: Financial investments are classifi ed in this category if there is the intent to hold the instrument until fi nal maturity. These instruments are recognized at their carrying costs upon applying the eff ective interest rate method. In this regard, any impairments as well as any discounts and premiums will be taken into account. In computing the eff ective interest rate, transaction costs and fees will constitute an integral part.

Loans and receivables: This category includes non-derivative fi nancial assets with fi xed or determinable payments that are not quoted on an active market. After initial recognition, loans and receivables are carried at amortized cost using the eff ective interest method less any allowance for impairment. Non-current receivables are discounted at current market rates if the eff ect is material. Gains and losses from the derecognition or impairment of loans and receivables are recognized in profi t and loss in the relevant period in which the gains or losses arose.

Available-for-sale assets: This category includes all non-derivative assets that were determined to be available for sale or that cannot be attributed to any other category. They will generally be recognized at their fair value. The gains and losses resulting therefrom will be recognized in equity. If a fair value cannot be calculated, then the cost method will be applied.

Cash and cash equivalents: This category includes the cash on hand and bank credits that have an original term of less than three months and are reported at face value.

For the purpose of the consolidated cash fl ow statement, cash and cash equivalents consist of cash and cash equivalents as defi ned above, and also include any utilized bank overdrafts.

Impairment of fi nancial assets: The Group assesses as of each balance sheet date whether a fi nancial asset or group of fi nancial assets, which must be recognized at fair value in equity, is impaired. Indications of an impairment include, among other things, the high likelihood of an insolvency proceeding, signifi cant fi nancial diffi culties of a debtor or the disappearance of an active market.

Any impairment loss is recognized in profi t and loss using an impairment account. The amount represents the diff erence between the asset's carrying value and the present value of the estimated future cash fl ows discounted by the fi nancial asset's original eff ective interest rate. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be attributed objectively to an event occurring after the impairment was recognized, then the previously recognized impairment loss shall be reversed and recognized in profi t and loss, to the extent that the new carrying value of the asset does not exceed its amortized cost as of the reversal date.

Derecognition of fi nancial assets: A fi nancial asset (or a part of a fi nancial asset or a part of a group of similar fi nancial assets) will be derecognized, if contractual rights to receive cash fl ows from a fi nancial asset expire.

Financial liabilities

Financial liabilities regularly establish a duty of return [Rückgabeverpfl ichtung] either in cash or in another fi nancial asset. This category includes, above all, liabilities owed to fi nancial institutions, trade payables, derivatives with a negative fair value as well as other liabilities.

They are initially recognized on the balance sheet at their fair value after deducting transaction costs. In the periods thereafter, they are mainly »measured at the amortized costs« (FLAC) using the eff ective interest rate method. Financial liabilities that are held for trading purposes include derivatives and are also measured »at fair value through profi t or loss« (FVthP/L) in subsequent periods.

Interest-bearing loans: Interest-bearing loans are initially recognized at cost. They are not recognized at fair value. After initial recognition, interest-bearing loans are subsequently measured at amortized cost using the eff ective interest method.

Derecognition of fi nancial liabilities: A fi nancial liability will be derecognized, if the contractual obligation underlying that liability is discharged, is terminated or expires.

Derivative fi nancial instruments and hedging

In the prior year, the Group used derivative fi nancial instruments, such as interest rate swaps, to hedge its risks associated with interest rate fl uctuations. The derivative fi nancial instruments are booked at fair value during their initial recognition and also in connection with subsequent valuations and, depending on market value, are reported as either a fi nancial asset or a fi nancial liability. The recognized values are derived from the market or calculated using recognized valuation methods. For the recognition of any change in the fair value, the key issue is whether the derivative fi nancial instrument is tied to an eff ective hedge pursuant to IAS 39. If an eff ective hedge exists, then the change will be reported in equity without any impact in profi t and loss. Otherwise, it will be reported as profi t or loss in the income statement.

Hedges are classifi ed according to the nature of the underlying transaction:

  • as fair value hedges, when hedging the exposure to changes in the fair value of a recognized asset, liability or an unrecognized fi rm commitment;
  • as cash fl ow hedges, when hedging the exposure to cash fl ow volatility that is attributable to a particular risk associated with a recognized asset or liability or a highly probable forecasted transaction and that could have an impact on the result for the period; or
  • hedges of a net investment in a foreign operation.

At the inception of the hedge, both the relationship between the fi nancial instrument used as a hedging instrument and the underlying transaction and the goal and the strategy of the Group for executing the hedge are formally memorialized and documented. This information includes the nature of the hedged risk, an assessment of the degree of eff ectiveness of the deployed hedging instrument and the calculation thereof. The eff ectiveness of the existing hedge instruments is continually assessed during the entire reporting period.

As of the fi nancial statements date, there are hedges in place that are classifi ed as a »cash fl ow hedge« and as a »net investment hedge«. An assessment is carried out on each balance sheet date.

Cash fl ow Hedge: If a cash fl ow hedge is in place, then any changes in the fair value on a hedge classifi ed as eff ective will be booked in equity after taking into account the deferred taxes accrued thereon. If the change in the fair value is attributable to the hedging instrument, then such change will be recognized in profi t and loss. The amounts booked in equity are reclassifi ed in the income statement during the period in which the hedged underlying transaction was recognized in profi t and loss. If the hedge expires, is sold or is exercised without substitution or rollover into another hedge instrument or if the criteria for reporting the hedge instrument on the balance sheet are no longer satisfi ed, then the amount heretofore recognized will remain in equity. It will be reclassifi ed in the income statement only when the originally hedged future transaction occurs or is no longer expected.

Net Investment Hedge: This hedge is treated like a cash fl ow hedge. Any gains or losses from the hedge, which are attributable to the eff ective portion of the hedge instrument, will be recorded in equity and not in profi t and loss. If the gains or losses must be attributed to the ineff ective portion of the hedge, then they will be recorded in profi t or loss. Only after the disposal (sale or liquidation) of the foreign operation will the changes in the hedging instrument's value, as accumulated in the equity account, together with the conversion results on the underlying transaction be recycled into profi t or loss.

Inventories

Inventories are valued at the lower of cost and net realizable value. The net realizable value is the estimated proceeds from a sale in the ordinary course of business less the estimated costs of completion and the costs necessary to make the sale.

The costs of acquiring raw materials, consumables and supplies are calculated on the basis of the weighted average cost method. The production costs of fi nished goods and work in progress contain the directly attributable individual costs as well as a reasonable portion of the costs of material and production on the basis of normal capacity. Borrowing costs are not taken into account.

Treasury shares

WashTec AG has been buying back its own shares (treasury shares). The costs of buying back such shares are removed directly from the equity account. The purchase, sale or redemption of the Company's own shares is not recognized in profi t or loss.

Provisions

Other provisions

Other provisions for all legal or de facto obligations owed to third parties are recognized on the balance sheet date, where such obligations are based on prior events that are likely to lead to an outfl ow of assets and the amount of such obligations can be reliably estimated. If the Group anticipates at least some level of refund for the provision (such as, e.g., for an insurance contract), then such a refund shall be capitalized as a separate asset as soon as its realization is as good as certain. Long-term provisions will be discounted based on market interest rates before taxes, if the eff ect is material. The interest eff ect will be reported under fi nancial result. The release of the provisions are generally recognized on the income statement in the same line item in which it was created.

Provisions for pensions

Provisions for pensions are determined according to the projected unit credit method (IAS 19). This method takes into account the pensions known and expectancies earned as of the balance sheet date as well as the increases in salaries and pensions expected in the future. The actuarial gains and losses are immediately and fully recognized in equity. The service expense and interest are reported under operating result. For further details, please see Note 26.

Provisions for pre-retirement agreements

Pre-retirement agreements [Altersteilzeitvereinbarungen] are based primarily on the socalled »block model«. Under these arrangements, there are two types of obligations which, using actuarial principles, are measured at their cash value and then recognized separately from one another: the fi rst type of obligation relates to the accumulated outstanding performance amount, which is recognized pro rata temporis over the term of any active/work phase. The accumulated outstanding performance amount is based on the diff erence between the compensation earned by the employee prior to the pre-retirement agreement (including the employer's share of the social security contributions) and the compensation for the part-time employment (including the employer's share of the social security contributions, but not including the top-up contributions)). The second type of obligation relates to the employer's obligation to pay the top-up contributions plus an additional amount towards the statutory pension insurance. In accordance with IAS 19 (revised), this is set aside as a provision in installments during the work phase.

Share-based remuneration

Under IFRS 2 (Share-based Payment), in connection with share-based remuneration a distinction is made between transactions settled in cash and transactions settled in equity instruments. The members of the management board and supervisory board of WashTec

AG receive share-based remuneration in the form of cash as consideration for work they performed. With respect to transactions settled in cash, the liability created from the work performed by the claimant will be recognized at fair value in profi t or loss at the time the claimant performed the work. This value is calculated using a suitable option price model. The valuation must take into account not only the conditions (if they exist) that are tied to the WashTec share price (»market conditions«), but also the performance-based conditions for exercising the option. Until the liability has been settled, the fair value must be re-measured as of each balance sheet date. Any changes resulting therefrom will be recognized in profi t or loss. For more details, see Note 37.

Leases

Leases encompass all contracts that grant the right to use a certain asset for a certain period of time in exchange for compensation. Depending on the benefi cial ownership or on who bears the primary risks and rewards (opportunities) relating to the leased property, the lease may be classifi ed as either a fi nance lease or an operating lease.

A fi nance lease is deemed to exist if the material risks and opportunities in connection with an asset are transferred to the lessee. If the WashTec Group is the fi nance lessee, then the leased property will be capitalized at the inception of the lease. This leased property is recognized at fair value or at the lower present cash value of the minimum lease payments and then amortized over the estimated useful life or the shorter contract term. At the same time, a lease liability is recognized for the same amount and is repaid and carried on the books in the subsequent periods under the eff ective interest rate method. The lease payments are divided into fi nancial expenses and the repayment amount of the residual debt such that the remaining lease liability will accrue interest on a constant basis over the term of the lease. Finance expenses are recognized in profi t or loss.

Operating lease payments are recognized as an expense in profi t or loss on a straight-line basis over the lease term.

Income tax

In accordance with the relevant tax jurisdiction, the actual and deferred taxes are measured in the consolidated fi nancial statements in the amount that is expected to be set by the tax authorities. For recognized uncertain income tax items, the preliminary anticipated tax payment serves as the basis for the best estimate. Deferred tax assets and liabilities are measured using the tax rates that would presumably apply in the period in which an asset is realized or a liability is discharged. Actual and deferred taxes are generally recognized in profi t or loss with the exception of those that relate to facts which were accounted for in equity.

Using the liability method, deferred taxes are recognized on the basis of temporary diff erences as of on the balance sheet date between the recognized tax-based and accounting based valuations of the assets and liabilities and on the basis of tax loss carry forwards and tax credits.

Moreover, deferred tax assets are recognized on the balance sheet as future asset advantages arising from tax loss carry forwards and unused tax credits, if their use appears to be largely certain. In order to recognize deferred tax assets, it must be generally likely that in the future, there will be a taxable profi t or gain against which the deductible temporary differences, loss carry forwards and tax credits could be applied.

Deferred taxes are recognized for taxable temporary diff erences arising from investments in subsidiaries, unless the parent company can control the reversal of the temporary diff erences and the temporary diff erences will likely not reverse in the foreseeable future.

In deviation thereof, no deferred taxes will be recognized on temporary diff erences if the temporary diff erences arise from the fi rst time recognition of assets or liabilities, and this relates neither to the IFRS result (before income tax) nor to the taxable results and there is no business combination involved. In addition, no deferred tax liabilities will be recognized on the basis of temporary diff erences that relate to the fi rst-time recognition of goodwill on the balance sheet.

Deferred tax assets and deferred tax liabilities are off set against each other, if the Group has a legally enforceable right to off set its actual tax refund claims against its actual tax liabilities and these relate to the income taxes of the same taxable entity and are assessed by the same tax authority.

Revenue recognition

Revenue is recognized if it is probable that the economic benefi ts will fl ow to the Group and the amount of the revenue can be measured reliably. The amount is based on the fair value of the consideration received less any value added tax, income reductions (rebates, cash discounts), and other charges. In addition, the following recognition criteria must be met:

  • Revenues from the sale of machines, accessories, goods and services are recognized once the performance due has been rendered or the signifi cant risks and rewards of ownership have passed to the buyer. This is normally the case when fi nished goods or merchandise are delivered, sent or collected.
  • The deferred income item serves to ensure that income from servicing agreements and guaranty extensions is recognized in the proper accounting period. Revenues from servicing agreements are recognized once the performance has been rendered.

Revenues from the rent business [Rentgeschäft] are not recognized until the respective car wash is performed, even if the wash system was fi rst sold to an external leasing company, inasmuch as this sale is treated as a »sale and leaseback transaction« in accordance with IAS 17.

Interest income is recognized in profi t or loss using the eff ective interest method.

Earnings per share

In accordance with IAS 33, earnings per share are calculated by dividing the consolidated net income by the weighted average number of shares outstanding.

Undiluted earnings per share are calculated by dividing the net profi t for the year attributable to the ordinary shareholders of the parent company by the weighted average number of ordinary shares outstanding during the year.

In calculating diluted earnings per share, the weighted average number of ordinary shares outstanding will be adjusted to account for the number of all potential diluted shares.

Segment reporting

According to IFRS 8 »Operating Segments«, the »management approach« is used as the basis for identifying reportable, operating segments. Under this approach, the external segment reporting is carried out on the basis of the internal group organizational management structure as well as the internal reports submitted to the entity's »chief operating decision maker«. Where the aggregation criteria are met, operating segments will be aggregated into reportable segments.

A geographical segment is a distinguishable component of an enterprise that off ers or provides products or services within a particular economic environment and that is subject to the risks and rewards diff erent from those of components that are operating in other economic environments.

6. Signifi cant accounting judgements, estimates and discretionary decisions

In preparing the consolidated fi nancial statements, there is a need to make judgements, estimates and discretionary decisions that – to a certain extent – could aff ect the presentation of the net assets, fi nancial position and results of operation. They relate primarily to the defi nition of economic useful lives, the measurement of provisions, the realizability of deferred tax assets and the assumptions about future cash fl ows and discount rates. All discretionary decisions are continually reassessed and are based in each case on historical experience and on current knowledge with regard to future events. The actual values and fi gures could vary from the judgments and estimates made in any given case. Changes will be taken into account once better knowledge is gleaned and could lead in future periods to signifi cant adjustments to the book value of the impacted assets or liabilities.

Impairment of non-fi nancial assets

In connection with the impairment test for goodwill, intangible assets with indefi nite useful lives and other non-fi nancial assets, estimates about the future cash fl ow of the asset or the cash generating unit will be necessary in order to determine the applicable value in use. Moreover, a reasonable discount rate must be ascertained in order to calculate the present cash value of such cash fl ow. In order to estimate the future cash fl ow, long-term income forecasts must be made in light of general economic conditions and the performance of the industry. For further details, please see Note 5.

The scheduled depreciation of plant, property and equipment and amortization of intangible assets require estimates and judgements when defi ning – on a standard group-wide basis – the economic useful lives and the amortization/depreciation method of the assets.

Deferred tax assets

Deferred tax assets are recognized to the extent it is probable that there will be adequate taxable income against which such assets can be used. Management judgment is required to determine the amount of the taxable income and the anticipated timing of its receipt. For further details, please see Note 16.

Pension and other post-employment benefi ts as well as pre-retirement benefi ts

The costs under the pension and pre-retirement commitments are determined using actuarial calculations. The actuarial valuation involves making assumptions about discount rates, future wage and salary hikes, annuity increases and life expectancy. Due to the longterm nature of these plans, such estimates are subject to considerable uncertainty. Further details are provided in Notes 26 and 27.

Share-based Remuneration

The costs arising from share-based remuneration settled in cash are recognized at the fair value of the equity instrument at the time it is granted. In order to estimate the fair value of shared-based remuneration, a determination must be made about the most suitable valuation method, which is dependent on the terms and conditions of granting. In addition, the determination of suitable input parameters for use in this valuation method – including the anticipated option term, volatility, dividend yields as well as relevant assumptions – will be required. The assumptions and methods used are shown in Note 37.

Provisions

Restructuring provisions and guarantee reserves are specifi cally created on the basis of expectations, judgments about the likelihood of occurrence and planned measures. The judgment about the amount of possible payment obligations is based on an ad hoc assessment of each given situation.

Development costs

The following development costs are capitalized in accordance with the accounting policies described in Note 5. The fi rst-time capitalization of these costs is based on management's judgment that the technological and economic feasibility has been proven. This is usually the case when a product development project has reached a defi ned milestone under an established project management model.

Buy-back obligations (Buy-back contracts)

The WashTec Group sells some of its wash systems to major customers through leasing companies. Under these arrangements, the WashTec Group guarantees that, if necessary, it will repurchase wash systems at the end of the lease terms for a residual purchase price. In order to calculate a relevant provision, an estimate is made about the likelihood of whether the system will need to be repurchased at the end of the lease term. WashTec Group realizes income when the sale is closed with the leasing company because the economic use and the applicable risks and rewards pass to the purchaser at that time.

7. Notes on segment reporting

Under the »management approach«, the segmenting at the WashTec Group is carried out according to sales territories. The sales territories are defi ned as »Core Europe«, »Eastern Europe«, »North America« and »Asia/Pacifi c«. The individual segments are managed on the basis of the operating results achieved. The segment results consist of income and expenses directly attributable to the reporting segment and to the apportioned income or expenses generated from inter-divisional functions. The sum of the reportable segments equals the consolidated net income (after consolidation). Transfer prices between the individual Group entities are charged on an »arm's length« basis. They take into account specifi c market and economic conditions of the individual regions. The valuation principles for segment reporting are based on the IFRS principles used in the consolidated fi nancial statements.

The WashTec Group segments constitute sales and service units, which generate their revenues primarily through the sale of machines, spare parts, service and chemical products.

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WashTec generates over 80% of its external sales in European countries. Germany and France make up the largest share of total revenues. After consolidation, Germany is apportioned € 118,314k, which is attributable to Equipment and service, Chemicals, Operations business and others. Slightly more than 10% of the Group's revenues are attributable to France. External sales outside of Europe are generated primarily in North America and are attributable primarily to the United States. Revenues generated with a certain large customer represented minimally more than 10% of the total income yielded.

The Group's geographical segments are based on the location of the Group's assets. Sales to the outside customers, who are identifi ed in geographical segments, are assigned to the individual segments based on the customer's geographical location.

The consolidated assets can be broken down into the following regions within our business segments:

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va
lan
nd
ty,
t a
pro
per
p
ipm
ent
equ
23
,84
5
5,2
82
2,1
12
1,0
43
40
8
32
690
,
Inv
in
est
nts
ty,
me
pro
per
lan
d e
ipm
t an
ent
p
qu
2,3
81
1,8
98
26
9
71
8
15
0
5,4
16
Ca
ing
lue
rry
va
of
inta
ible
set
ng
as
s
6
43
,49
4,7
70
0 0 24
1
48
,50
7
Inv
in
inta
ible
est
nts
me
ng
ets
ass
1,0
27
40 0 0 7 1,0
74

The Group has no assets in the other countries because it does not have its own sales organizations in those areas. Any revenues earned from other countries are generated through exports to independent dealers.

Notes to the Consolidated Income Statement

8. Other operating income

Other operating income totaling € 4,431k (prior year: € 4,188k) consists primarily of income arising from exchange rate diff erences in the amount of € 2,056k (prior year: € 1,580k), income based on operator models in the amount of € 1,023k (prior year: € 1,200k), income from the sale of scrap in the amount of € 517k (prior year: € 555k) and income from the sale of acquired vehicles and from the sale of other property, plant and equipment totaling € 221k (prior year: € 110k).

9. Personnel

Personnel expenses consist of the following:

in €
k
20
15
20
14
Wa
d s
ala
rie
ges
an
s
96
,42
4
94,
52
1
Soc
ial
uri
rib
uti
ty c
ont
sec
ons
8,4
67
8,4
54
Pen
sio
and
eti
ent
sts
ns
pr
e-r
rem
co
1,5
75
1,5
29
Exp
for
loy
sha
of s
nd
vol
nsi
tat
uto
unt
ens
es
em
p
er
re
ry a
ary
pe
on
ins
rib
uti
ori
(c
ed)
ont
ent
ura
nce
on-
76 602
6,7 6,
To
tal
11
3,2
42
111
,10
5

The average number of staff members, according to their job functions, may be shown as follows:

Av
mb
of
loy
era
ge
nu
er
em
p
ees
20
15
20
14
Ch
ang
e
Sal
ark
eti
and
rvic
ing
es,
m
ng
se
1,0
29
1,0
47
–18
Pro
du
ctio
ech
nol
d d
lop
n, t
nt
ogy
an
eve
me
51
1
49
0
21
Fin
nd
adm
inis
tio
tra
anc
e a
n
13
2
139 – 7
To
tal
1,
672
1,
676
– 4

The change in the division of sales, marketing and servicing can primarily be attributed to the reduction in servicing.

10. Other operating expenses

Other operating expenses may be itemized as follows:

in €
k
20
15
20
14
Ve
hic
le c
ost
s
10
,48
2
11,
510
Tra
vel
(in
clu
din
hos
ital
ity
)
ex
pen
ses
g
p
5,9
46
5,9
91
IT a
nd
nic
atio
com
mu
n e
xpe
nse
s
4,1
30
4,7
93
Re
nt/
ing
lea
clu
din
ehi
cle
rat
ope
ses
ex
g v
s
3,8
84
3,7
28
Ma
int
/re
irs
ena
nce
pa
3,8
38
3,
65
1
Ad
tisi
de
fai
nd
PR
tra
ver
ng,
r a
ex
pen
ses
3,4
79
3,0
37
Tem
rke
por
ary
wo
rs
2,
696
1,8
32
Exc
han
ff e
rat
cts
ge
e e
2,5
21
1,3
73
Leg
al a
nd
sul
tin
fee
con
g
s
2,3
41
2,1
19
Ins
(in
clu
din
rod
lia
bili
)
uct
ty
ura
nce
g p
1,5
83
1,4
00
Tra
inin
/co
nti
ing
ed
tio
ost
g
nu
uca
n c
s
1,3
27
1,1
38
Fee
s, l
ice
nd
ch
ts
nce
s a
res
ear
cos
87
2
945
Offi
lies
ce
sup
p
84
9
774
Ba
nk
cha
nd
trib
uti
rge
s a
con
ons
62
9
655
All
tio
bad
de
bt a
llow
eiv
abl
to
oca
ns
anc
es
on
rec
es
54
0
598
Mis
cel
lan
dm
inis
tive
/ot
her
tra
eou
s a
ex
pen
ses
ex
pen
ses
4,5
55
3,0
59
To
tal
49
672
,
46,
603

11. Financial result

in €
k
20
15
20
14
Ear
nin
fro
alu
atio
f in
ter
est
te s
gs
m
rev
n o
ra
wa
ps
48
2
376
Oth
int
nd
sim
ilar
in
st a
er
ere
com
e
69 79
Fin
ial
Inc
anc
om
e
55
1
455
Int
bea
rin
loa
st-
ere
g
ns
26
6
296
Int
st r
ate
ere
sw
aps
49
1
453
Exp
fro
m fi
lea
ens
es
na
nce
ses
21
4
254
Exp
fro
m b
ing
d s
im
ilar
sts
ens
es
orr
ow
co
an
ex
pen
ses
81 122
Fin
ial
anc
ex
pen
ses
1,0
53
1,1
25
Fin
ial
ult
anc
res
– 5
02
– 6
70

Of the interest income and interest expense, a total of € –279k (prior year: € –339k) must be apportioned to the IAS 39 categories, »Loans and receivables« (LaR) and »Financial liabilities measured at amortized cost« (FLAC).

12. Income tax expense

This item relates to both current and deferred taxes.

The table below shows a reconciliation of the expected and actual tax expenses reported. To calculate the anticipated tax expense, earnings before income taxes were multiplied by the Group tax rate of 30.7% (prior year: 30.7%). The eff ective tax rate of the WashTec Group equaled 31.7% (prior year: 28.1%).

in €
k
20
15
20
14
Exp
ed
Inc
ect
e ta
om
x e
xpe
nse
11
,03
8
5,4
31
Tax
di
ff e
du
di
ff e
t fo
rei
e to
tax
tes
ren
ces
ren
gn
ra
–14
9
–22
3
No
n-d
edu
ctib
le e
xpe
nse
s
53
7
162
Eff
f th
nit
ion
of
de
fer
red
ect
ta
ts
s o
e n
on-
rec
og
x a
sse
10 39
1
Eff
f u
of
los
for
rds
fro
nit
ion
ect
s o
se
s c
arr
y
wa
m n
on-
rec
og
of
def
ed
tax
set
err
as
s
– 4
32
–69
6
of
ior
iod
Tax
ex
pen
se
pr
per
s
42
4
103
Oth
er
6
– 3
6
–19
l in
Ac
tua
e t
com
ax
ex
pen
ses
11
,39
2
4,9
72

Tax expenses consist of the following:

in €
k
20
15
20
14
De
fer
red
ta
x e
xpe
nse
61
4
355
Ac
l ta
tua
x e
xpe
nse
10
,77
8
4,
617
in
To
tal
e t
com
axe
s
11
,39
2
4,9
72

13. Earnings per share

Calculation of undiluted earnings per share for 2015 and 2014:

in €
k o
nit
r u
s
20
15
20
14
Co
lida
ted
t in
nso
ne
com
e
24
,55
6
12,
720
We
ig
hte
d a
nd
ing
mb
of s
har
tsta
ver
age
ou
nu
er
es
13
,7
66,
278
13,
932
,31
2
Ea
rni
sha
(un
dil
d =
di
lut
ed)
ute
ng
s p
er
re
1.7
8
0.9
1

Management board and supervisory board intend to recommend to the annual general meeting of shareholders, which is scheduled for May 11, 2016, to appropriate the distributable profi t of € 22,983,636.87 reported for fi scal year 2015 as follows: payment of a dividend in the amount of € 1.70 for each no-par value share that is entitled to dividend payments (dividend-entitled share), thereby yielding an aggregate dividend payment of € 22,749,950.80 and a carry forward of the remaining distributable profi t in the amount of € 233,686.07 to a new account. 56.1% of the distribution will be made from the so-called »capital contribution account for tax purposes« [steuerlichen Einlagenkonto].

14. Non-recurring eff ects

In the reporting year, no non-recurring eff ects took place. In the prior year, € 1.6m in non-recurring charges were booked to personnel expenses on the accounts. These expenses related to the initiated restructuring and effi ciency program, of which € 1.5m was attributable to the »Core Europe« segment and € 0.1m to the »Asia/Pacifi c« segment.

Notes to the Consolidated Balance Sheet

  1. Property, plant and equipment and intangible assets

Property, plant and equipment and intangible assets developed as follows:

in €
k
Ac
isit
ion
d p
rod
ion
uct
sts
qu
an
co
Jan
1, 2
015
uar
y
Ad
dit
ion
s
Dis
als
pos
Re
cla
ssifi
tio
ca
ns
Cu
rre
ncy
Dec
ber
31
em
,
nsl
atio
ff ec
tra
ts
n e
201
5
Lan
d, l
and
rig
hts
d b
uild
ing
an
s
41,
755
773 1 0 205 42,
731
Tec
hni
cal
uip
nd
chi
nt a
eq
me
ma
nes
31,
535
2,9
46
856 1,0
52
278 34,
955
Oth
ipm
, fi t
tin
and
fi x
ent
tur
er e
qu
gs
es
17,
538
2,2
43
1,2
44
15 270 18,
823
Fin
ing
e L
anc
eas
15,
919
676 167 – 9
10
– 1 15,
519
Pre
d c
ctio
n in
nts
tru
pay
me
an
ons
pr
ogr
ess
156 180 0 61
– 1
0 176
Pro
Pla
and
Eq
uip
ty,
nt
nt
per
me
106
,90
3
6,8
19
2,2
68
– 3 753 112
,20
3
Dev
elo
inte
lly
ted
ent
sts
pm
co
rna
gen
era
15,
485
88 0 0 409 15,
981
Lic
and
ftw
ired
enc
es
so
are
ac
qu
11,
259
628 279 184 11 11,
802
Pat
ech
nol
ies
and
her
int
ible
ent
s, t
ot
set
og
ang
as
s
6,2
41
0 0 0 23
1
6,4
72
Go
ill
odw
82,
458
0 0 0 1,9
32
84,
390
Oth
ctio
n in
d c
nts
tru
er,
pre
pay
me
an
ons
pr
ogr
ess
627 366 0 – 1
81
0 813
Int
ible
As
set
ang
s
116
,07
1
1,0
81
279 3 2,5
82
119
9
,45
Tot
al F
ixe
d A
ts
sse
222
,97
4
7,9
00
2,5
47
0 3,3
35
231
,66
2
in €
k
isit
ion
ion
Ac
d p
rod
uct
sts
qu
an
co
Jan
1, 2
014
uar
y
Ad
dit
ion
s
Dis
als
pos
Re
cla
ssifi
tio
ca
ns
Cu
rre
ncy
Dec
ber
31
em
,
nsl
atio
ff ec
tra
ts
n e
201
4
Lan
d, l
and
rig
hts
d b
uild
ing
an
s
41,
354
231 35 0 205 41,
755
Tec
hni
cal
uip
nd
chi
nt a
eq
me
ma
nes
30,
949
914 1,5
43
1,0
10
205 31,
535
Oth
ipm
, fi t
tin
and
fi x
ent
tur
er e
qu
gs
es
17,
861
1,9
54
2,5
68
7 284 17,
538
Fin
e L
ing
anc
eas
15,
874
2,1
76
1,2
24
– 9
09
2 15,
919
ctio
n in
Pre
d c
nts
tru
pay
me
an
ons
pr
ogr
ess
127 141 5 – 1
08
1 156
uip
Pro
Pla
and
Eq
ty,
nt
nt
per
me
106
,16
5
16
5,4
5,3
75
0 697 106
,90
3
Dev
elo
inte
lly
ted
ent
sts
pm
co
rna
gen
era
056
15,
74 0 0 355 485
15,
Lic
and
ftw
ired
enc
es
so
are
ac
qu
10,
816
385 5 49 14 11,
259
Pat
ech
nol
ies
and
her
int
ible
ent
s, t
ot
set
og
ang
as
s
6,1
22
0 41 0 160 6,2
41
Go
odw
ill
80,
448
0 0 0 2,0
10
82,
458
Oth
d c
ctio
n in
nts
tru
er,
pre
pay
me
an
ons
pr
ogr
ess
399 615 338 – 4
9
0 627
ible
Int
As
set
ang
s
112
,84
1
1,0
74
384 0 2,5
39
116
,07
1
Tot
al F
ixe
d A
ts
sse
219
,00
6
6,4
90
5,7
59
0 3,2
36
22
2,9
74
cia
tio
rtiz
atio
imp
air
ing
in
De
n/A
nd
los
Ca
lue
€k
nt
pre
mo
n a
me
ses
rry
va
Jan
1, 2
015
Ad
dit
ion
Dis
als
Re
cla
ssifi
tio
Cu
Dec
ber
31
Jan
1, 2
015
De
ber
31
uar
s
pos
ca
ns
rre
ncy
em
uar
cem
y
y
,
,
nsl
atio
ff ec
201
5
201
5
tra
ts
n e
164
066
664
rig
uild
ing
27,
452
1,4
52
1
0
29,
14,
303
13,
Lan
d, l
and
hts
d b
an
s
23,
835
2,5
760
806
237
26,
662
00
8,2
94
Tec
hni
cal
uip
nd
chi
44
7,7
nt a
eq
me
ma
nes
13,
140
05
89
– 3
36
13,
987
4,3
98
4,8
35
Oth
ipm
, fi t
tin
and
fi x
1,7
1
ent
tur
er e
qu
gs
es
9,7
86
1,9
75
156
– 8
03
– 1
10,
801
6,1
33
4,7
17
Fin
e L
ing
anc
eas
0
0
0
0
0
0
156
176
Pre
d c
ctio
n in
nts
tru
pay
me
an
ons
pr
ogr
ess
uip
74,
213
7,6
76
1,8
09
0
436
80,
517
32,
690
31,
686
Pro
Pla
and
Eq
ty,
nt
nt
per
me
906
inte
11,
738
0
0
405
13,
049
3,7
47
2,9
32
De
vel
lly
ted
ent
sts
opm
co
rna
gen
era
Lic
ftw
ired
9,9
80
815
279
0
5
10,
521
1,2
79
1,2
82
and
enc
es
so
are
ac
qu
02
252
0
0
230
6,1
84
539
288
Pat
ech
nol
ies
and
her
int
ible
5,7
ent
s, t
ot
set
og
ang
as
s
40,
146
0
0
0
1,9
32
42,
078
42,
312
42,
312
Go
odw
ill
0
0
0
0
0
0
627
813
Oth
d c
ctio
n in
nts
tru
er,
pre
pay
me
an
ons
pr
ogr
ess
ible
67,
565
1,9
73
279
0
2,5
72
71,
831
48,
506
47,
628
Int
As
set
ang
s
9,6
196
ixe
141
,77
8
49
2,0
88
0
3,0
08
152
,34
8
81,
79,
314
Tot
al F
d A
ts
sse
De
pre
cia
tio
n/A
rtiz
atio
mo
nd
imp
air
nt
n a
me
los
ses
Ca
ing
rry
lue
in
€k
va
Jan
1, 2
014
uar
y
Ad
dit
ion
s
Dis
als
pos
Re
cla
ssifi
tio
ca
ns
Cu
rre
ncy
Dec
ber
31
em
,
Jan
1, 2
014
uar
y
De
ber
31
cem
,
nsl
atio
ff ec
tra
ts
n e
201
4
201
4
25,
755
1,5
19
20 0 198 27,
452
15,
599
14,
303
Lan
d, l
and
rig
hts
d b
uild
ing
an
s
21,
780
2,6
19
1,5
07
733 210 23,
835
9,1
69
7,7
00
Tec
hni
cal
uip
nd
chi
nt a
eq
me
ma
nes
13,
788
1,5
03
2,3
72
0 22
1
13,
140
4,0
73
4,3
98
Oth
ipm
tin
, fi t
and
fi x
ent
tur
er e
qu
gs
es
9,6
30
2,0
35
1,1
48
– 7
33
2 86
9,7
6,2
44
6,1
33
Fin
ing
e L
anc
eas
0 0 0 0 0 0 127 156 Pre
d c
ctio
n in
nts
tru
pay
me
an
ons
pr
ogr
ess
70,
954
7,6
76
5,0
48
0 631 213
74,
35,
211
32,
690
Pro
Pla
and
Eq
uip
ty,
nt
nt
per
me
10,
346
1,0
16
0 0 376 11,
738
4,7
10
3,7
47
De
vel
inte
lly
ted
ent
sts
opm
co
rna
gen
era
9,1
98
782 4 0 4 9,9
80
1,6
18
1,2
79
Lic
and
ftw
ired
enc
es
so
are
ac
qu
5,1
03
467 41 0 172 5,7
02
1,0
19
539 Pat
ech
nol
ies
and
her
int
ible
ent
s, t
ot
set
og
ang
as
s
136
38,
0 0 0 2,0
09
146
40,
42,
312
42,
312
Go
ill
odw
0 312 312 0 0 0 399 627 Oth
ctio
n in
d c
nts
tru
er,
pre
pay
me
an
ons
pr
ogr
ess
62,
783
2,5
77
357 0 2,5
61
67,
565
50,
058
48,
506
Int
ible
As
set
ang
s
133
,73
7
10,
253
5,4
05
0 3,1
92
141
,77
8
85,
269
81,
196
Tot
al F
ixe
d A
ts
sse

Finance leases

Ca
ing
lue
in
€k
rry
va
20
15
20
14
Wa
shi
bay
le a
nd
lea
seb
ack
ng
sa
512
4,
65
5,7
Wa
shi
bay
hi
rch
ng
re-
pu
ase
20
5
369
To
tal
4,
717
6,1
34

As of the balance sheet date, there were no material contractual obligations, such as duties to purchase plant, property and equipment or intangible assets.

Intangible assets

The addition of prepayments and construction in progress was mostly the result of capitalized development costs. These developments are currently not yet completed and were therefore subjected to impairment testing as of the end of the year, which did not necessitate the creation of an impairment allowance.

Also incurred were research and development costs of € 528k (prior year: € 629k) that were not capitalized since the criteria for the capitalization under IAS 38 were not met.

Goodwill

Total goodwill, which has a carrying value of € 42,312k (prior year: € 42,312k) will be attributed to the operating units defi ned under IFRS 8: »Core Europe« in the amount of € 41,601k (prior year: € 41,601k), »Eastern Europe« in the amount of € 705k (prior year: € 705k), »North America« in the amount of € 0k (prior year: € 0k) and »Asia/Pacifi c« in the amount of € 6k (prior year: € 6k).

The impairment test for goodwill is routinely carried out for the operating segments on the basis of the value in use calculation.

According to the approach described under section 5, the impairment test for goodwill is based on the Group's medium-term forecast for 2016 through 2020.

Medium-term planning was based on the following assumptions, which are derived from the long-standing experience of management as well as from medium-term strategies for the individual markets. More extensive information was available to management in the form of outside market studies. The key assumptions are as follows:

  • increase in revenues averaging approx. 3% per annum in the Core Europe segment, and between 6% and 12% in the other regions
  • cost increases of 2–3%
  • wage and salary cost increases of approx. 2–4% per annum

For discounting purposes, an interest rate of 6.4% (prior year: 8.7%) and a long-term growth rate under a perpetual annuity of 1–1.5% (prior year: 1–1.5%) were used as a basis.

The discount rate calculation is derived from a weighted borrowing rate of 2.35% (prior year: 4.2%) and the weighted equity yield rate. The equity yield rate is based on a risk-free rate of return averaging 1.5% (prior year: 2.5%) as well as a beta factor of 1.02 (prior year: 1.2).

None of the WashTec's Group's goodwill will require a write-off in the reporting year. There is also no need for a write-down where the discount rate is 10 percentage points higher and the gross margin is 5 percentage points lower (after deducting direct selling costs).

16. Deferred taxes

The Group is reporting deferred tax assets in the amount of € 4,248k (prior year: € 4,076k) as well as deferred tax liabilities in the amount of € 3,751k (prior year: € 2,879k). These items result from deferred tax claims on expected recoverable tax loss carry-forwards and from timing diff erences.

Deferred taxes for so-called »outside basis diff erences« are not recognized because the Company that is holding the equity interest can determine the reversal of the diff erences and such a reversal is unlikely in the foreseeable future. The tax basis of the unrecognized deferred tax liability equals € 1,110k (prior year: € 1,057k).

The loss carry-forwards and the temporary diff erences were recognized as deferred tax assets, to the extent that the recoverability of the loss carry forwards or the temporary diff erences could be assured with suffi cient certainty on the basis of the internal mid-term planning (2016 through 2020).

To the extent that there is uncertainty about whether the loss carry-forwards can be off set against future taxable income, such loss carry-forwards were not recognized as deferred tax assets. Thus, loss carry forwards totaling € 21,713k (prior year: € 20,681k) as well temporary diff erences totaling € 18,973k (prior year: € 18,242k) were not deferred in the reporting year. This corresponds to non-recognized deferred tax assets for loss carry-forwards in the amount of € 7,437k (prior year: € 7,067k) and non-recognized deferred tax assets for temporary diff erences in the amount € 6,683k (prior year: € 6,270k).

Some of the loss carry forwards have no time restrictions with regard to their utilization. Only € 19,296k in loss carry-forwards are restricted. Of this amount, € 1,235k will lapse between 2016 through 2025 and € 18,061k will lapse between 2026 through 2034, if they cannot be utilized.

The deferred tax receivables and tax liabilities are apportioned, prior to netting, according to the following balance sheet items and loss carry-forwards:

in €
k
Def
cei
ed
vab
les
tax
err
re
fer
De
red
tax
lia
bili
tie
s
201
5
201
4
201
5
201
4
Tax
los
for
rds
s c
arr
y
wa
129 42
9
0 0
Pro
lan
nd
ty,
t a
per
p
ipm
ent
equ
200 232 – 3
,18
2
– 3
,7
60
Int
ible
set
ang
as
s
69 66 – 1
,51
4
550
–1,
Inv
ori
ent
es
68
1,2
1,0
86
– 5
54
– 4
51
eiv
Tra
de
abl
rec
es
40 49 – 1
,19
7
99
– 5
Pro
vis
ion
s
2,3
77
2,5
35
0 –7
Oth
liab
ilit
ies
er
648 502 – 1
9
–7
Fin
e le
lia
bili
ties
anc
ase
96
1,3
82
1,7
0 0
De
fer
red
in
com
e
964 974 0 0
Mis
cel
lan
eou
s
3 49 – 1
31
–13
3
To
tal
7,0
94
04
7,7
– 6,
597
– 6
,50
7
of w
hic
h n
t
on-
cur
ren
4,0
92
4,3
49
484
– 4,
– 3
,78
9
of w
hic
h c
ent
urr
3,0
01
3,3
55
– 2,
113
– 2
8
,71

Deferred tax receivables and tax liabilities totaling € 2,846k (prior year: € 3,628k) were set-off against one another in accordance with the netting rules of IAS 12.

During the reporting year, € 111k (prior year: € 391k) in deferred taxes were booked in equity. Thus, the net balance of the deferred taxes recorded under equity equals € 1,345k (prior year: € 1,455k).

The following table shows the income and expenses as well as the tax liability incurred thereon for the changes in value recorded under equity:

in €
k
20
15
20
14
bef
ore
inc
om
e
aft
er
bef
ore
inc
om
e
aft
er
inc
om
e
tax inc
om
e
inc
om
e
tax inc
om
e
tax tax tax tax
Ad
jus
Ite
m f
the
tm
ent
or
cu
rre
ncy
nsl
atio
f fo
rei
sub
sid
iar
ies
tra
n o
gn
1,3
30
0 1,3
30
63
1
0 63
1
Exc
han
diff
et
ge
ere
nce
s o
n n
inv
in
sid
iar
ies
sub
est
nts
me
– 6
38
– 1
17
– 7
55
–8
1
–12
1
–2
02
Ch
ari
ain
of a
al g
nd
los
ctu
ang
es
s a
ses
– 4
0
6 – 3
4
–1,
65
1
51
2
– 1
,14
0
Ch
in v
alu
rde
d
ang
es
e r
eco
dir
uit
ly u
nd
ect
er
eq
y
652 – 1
11
541 – 1
,10
1
39
1
– 7
11

17. Inventories

in €
k
20
15
20
14
Raw
ria
ls,
abl
and
lies
ate
m
con
sum
es
su
pp
,
inc
lud
ing
han
dis
m
erc
e
25,
066
22,
29
1
Wo
rk
in p
rog
res
s
5,
676
5,2
06
Fin
ish
ed
ds
goo
8,8
84
7,7
55
Pre
nts
pay
me
25
6
185
To
tal
39
,88
2
35,
43
7

During the reporting year, the appropriation of the inventory allowances (valuation adjustments) equaled € 352k (prior year: € 33k).

18. Tax receivables

in € 20 20
k 15 14
iva
No
ble
ent
ta
n-c
urr
x r
ece
s
50 90
Cu
eiv
abl
nt t
rre
ax
rec
es
65
7,4
56
2,9
To 7,5 46
tal 15 3,0

The tax receivables are primarily claims against the tax authorities based on corporate income tax credits and off -settable investment withholding tax.

19. Trade receivables

in €
k
20
15
20
14
eiv
No
de
abl
ent
tra
n-c
urr
rec
es
2,0
01
63
1,3
Cu
iva
rad
ble
nt t
rre
e r
ece
s
45
,77
0
41,
712
To
tal
47
,77
1
43,
075

Trade receivables are generally due between 0 and 90 days net. Write-downs on trade receivables are recorded in a separate account for bad debt allowances. If the receivable is classifi ed as uncollectible, then the related impaired asset is derecognized.

As of December 31, 2015, bad debt allowances were charged on trade receivables in the nominal amount of € 4,661k (prior year: € 4,557k). The bad debt allowance account developed as follows:

in €
k
20
15
20
14
As
of J
1
anu
ary
4,5
57
4,9
33
All
tio
niz
ed
oca
ns
rec
og
as
exp
ens
e
1,0
85
207
Uti
liza
tio
n
– 3
06
– 3
48
Re
lea
se
– 5
76
– 1
80
Cu
nsl
atio
ff e
tra
cts
rre
ncy
n e
– 9
9
– 5
5
As
of
De
ber
31
cem
4,
661
4,5
57

The aging analysis of the overdue trade receivables, on which no bad debt allowances have been charged, may be shown as follows as of December 31:

in €
k
20
15
20
14
Rec
eiv
abl
ith
rdu
itte
n d
es,
ne
er
ove
e n
or
wr
ow
n
35
,07
4
34,
969
Ov
erd
eiv
abl
ritt
dow
f w
hic
h
t w
ue
rec
es,
no
en
n, o
les
s th
30
day
an
s
6,4
32
5,0
88
30–
120
da
ys
3,5
00
2,1
58
120
–36
5 d
ays
1,4
98
704
han
36
5 d
re t
mo
ays
1,7
45
284
Tot
al
13
,17
5
8,2
34
Rec
eiv
abl
itte
n d
es
wr
ow
n
4,
625
4,3
31

A standard bad debt allowance on receivables is made on the basis of the account aging structure. Individual receivables may also be written down where there is a risk that they cannot be collected or where legal action has been initiated.

The change in the account aging structure from the prior year was caused mostly by a changed approach in payment plans.

With respect to those trade receivables, which have not been written down or are not in default, there is no indication as of the fi nancial statements date that the debtors will be unable to meet their payment obligations.

20. Other assets

in €
k
20
15
20
14
No
her
ent
ot
set
n-c
urr
as
s
13
9
422
Cu
oth
nt
ets
rre
er
ass
3,3
81
2,8
96
To
tal
3,5
19
3,3
18
of w
hic
h p
aid
rep
ex
pen
ses
1,
680
1,3
72

Prepaid expenses are recognized in order to account for prepayments of servicing fees and prepayments of insurance premiums and for taxes relating to other periods.

21. Cash and cash equivalents

in € 20 20
k 15 14
Ca
uiv
sh
and
sh
ale
nts
ca
eq
7,7
81
674
15,

Credit balances held at banks earn interest at variable interest rates based on daily bank account rates. The cash in those accounts has a fair value of € 7,781k (prior year: € 15,674k).

The cash fl ow statement shows how cash and cash equivalents (cash on hand, bank balances with maturity of up to 3 months, and overdraft accounts) held by the WashTec Group changed in the reporting year. Cash fl ows were classifi ed in accordance with IAS 7 as follows: cash fl ow from operating activities, cash fl ow from investing activities and cash fl ow from fi nancing activities.

For purposes of the consolidated cash fl ow statement, cash and cash equivalents comprise the following as of the end of the year:

in €
k
20
15
20
14
Ba
nk
bal
and
sh
han
d
anc
es
ca
on
7,7
81
674
15,
Ov
in
ari
erd
raf
s/c
-be
loa
t a
unt
ent
ter
est
cco
urr
ng
ns
– 5
,2
69
– 2
52
Ca
uiv
sh
and
sh
ale
nts
ca
eq
2,5
12
15,
422

For explanations regarding interest-bearing loans, see Note 28.

Equity

22. Subscribed capital

The subscribed capital of WashTec AG totals € 40,000k. It is divided into 13,976,970 no-par-value bearer shares (prior year: 13,976,970 shares) and is fully paid in. Each share consists of a single voting right and is entitled to dividends according to the share's percentage of the registered share capital.

20
15
20
14
Ord
ina
har
in u
nits
k
ry s
es
13
,97
7
13,
977
No
mi
nal
lue
of
din
sh
s in

va
or
ary
are
2.8
6
2.8
6

As of December 31, 2015, the average weighted number of issued and outstanding shares was 13,766,278 (prior year: 13,934,113 shares).

The annual general meeting of shareholders of WashTec AG, which was held on May 13, 2015, resolved to appropriate the distributable profi t of € 24,415,905.24 shown on the balance sheet for fi scal year 2014 as follows: payment of a dividend in the amount of € 1.65 for each no-par value share that is entitled to dividend payments (dividend-entitled share), thereby yielding an aggregate dividend payment of € 22,988,314.80 and a carry-forward of the remaining distributable profi t in the amount of € 1,427,590.44 to a new account. Included in the dividend of € 1.65 per dividend-entitled share was a dividend in the amount of € 0.70 per dividend-entitled share and a special dividend in the amount of € 0.95 per dividend-entitled share.

Authorized capital

Pursuant to the resolution adopted at the annual general meeting of shareholders on May 15, 2013, the management board was authorized, with the consent of the supervisory board, to increase on one or more occasions the Company's registered share capital by up to a total of € 8,000,000 (authorized capital) on or before May 14, 2016 by issuing new no-par value bearer shares in exchange for cash and/or non-cash capital contributions, although credited against the aforementioned authorized amount at the time the new shares are issued will be the pro rata amount of the registered share capital that is attributable to those no par-value bearer shares, on which the conversion rights or duties or the option rights or duties exist, which were granted on the basis of the shareholder resolution adopted on May 15, 2013. If the aforementioned conversion rights or duties or option rights or duties no longer exist because they had been exercised by the time the new shares were issued, then the shares issued under those rights must be taken into account.

In this respect, the shareholders must be granted preemptive rights. The new shares may also be underwritten by one or more banks, which are commissioned by the management board and then subject to an obligation to off er these shares to the shareholders for subscription (indirect preemptive right).

However, the management board is also authorized (subject to the approval of the supervisory board) to exclude shareholders' preemptive rights in certain cases as set out in sec. 5.1 of the articles of association of WashTec AG. The management board has not made use of these authorizations to date.

In addition, the management board is authorized, with the consent of the supervisory board, to stipulate further details concerning the capital increase and its implementation, including the features of the share rights and the terms and conditions of the share issuance.

Contingent capital

Pursuant to § 218 of the German Stock Corporation Act (AktG), the contingent capital of a stock corporation may be increased in the same proportion as that portion of the registered share capital, which is increased from the corporation's own capital reserves.

Pursuant to a shareholder resolution dated May 15, 2013, contingent capital was created as follows:

Contingent Capital I: The registered share capital was conditionally increased by up to € 8,000,000, divided into up to 2,795,394 no-par bearer shares (Contingent Capital I), although credited against this pro rata amount of the registered share capital will be the amount by which the registered share capital is increased on the basis of the authority granted under sec. 5.1 of the Articles of Association (Authorized Capital); any such credit will be made when the applicable resolution for increasing capital is adopted. The contingent capital increase will be carried out only to the extent that the holders of options (or creditors) or conversion rights or persons obligated to exercise their conversion or option rights under warrant-linked or convertible bonds, participation rights or participating bonds (or a combination of such instruments), which are issued in exchange for cash capital contributions and are issued or guaranteed on or before May 14, 2016 by the Company or by a downstream group enterprise of the Company based on the authorization granted to the management board by the annual general meeting resolution dated May 15, 2013, make use of their option or conversion rights. In addition, the contingent capital increase, in the event there is an obligation to exercise the option or conversion rights, will be carried out only to the extent that such obligations are satisfi ed or to the extent that the Company exercises an elective right – in complete or partial lieu of payment of the cash amount due – to grant its Company shares. The foregoing shall apply only if no cash compensation is granted or treasury shares or the shares of another publicly listed company are used to satisfy those obligations. The new shares will be issued in each case at the option or conversion price determined in accordance with the aforementioned authorization resolution. The new shares will have dividend rights beginning in the fi scal year in which they are created. The management board is authorized, with the consent of the supervisory board, to prescribe additional details regarding the implementation of the contingent capital increase.

23. Capital reserves

Capital reserves consist primarily of contributions of California Kleindienst Holding GmbH to WashTec AG as of January 1, 2000 in the amount of € 26,828k and € 18,019k, less € 1,774k in costs relating to capital increases, from the premium paid in connection with the capital increase in August 2005. In 2009, the capital reserve account was reduced when some of the Company's own shares were redeemed in the amount of € 9,464k.

24. Treasury shares

Sh
are
s
in
its
un
Va
lue
sh
are
s
in €
k
As
of J
1,
20
15
anu
ary
44
658
,
41
7
Ad
dit
ion
s 2
015
54
9,9
88
12,
760
As
of
De
ber
31
, 20
15
cem
59
4,
646
13,
177
As
of J
1,
20
14
anu
ary
44
658
,
41
7
Ad
dit
ion
s 2
014
As
of
De
ber
31
, 20
14
cem
44
658
,
41
7

Pursuant to a resolution adopted by the annual general meeting of shareholders on May 15, 2013, the Company is authorized, on or before May 14, 2016, to purchase up to 10% of the current registered share capital of € 40,000,000 for purposes other than trading in its own shares.

On the basis of this resolution and with the consent of the Company's supervisory board, the WashTec AG management board resolved to purchase up to 550,000 of its own shares (representing a 3.94% share of the registered share capital) in connection with a voluntary share buy-back off er. The off er period began on August 19, 2015 and ended on September 9, 2015.

Until September 16, 2015, the Company purchased 549,988 shares at a value of €12,760k in the current fi scal year. The number of outstanding shares thereby declined to 13,382,324 shares.

The Company reserves the right to cancel all or some of the repurchased shares.

25. Other reserves and currency translation eff ects

Other reserves consist of, above all, the recognition of actuarial gains and losses relating to pension provisions as well as the recordation of fi nancial instruments used as hedging devices:

in €
k
20
15
20
14
Rec
ord
ed
cha
s in
th
e fa
ir v
alu
f fi
cia
l in
str
ent
nge
e o
nan
um
s
d f
ing
hed
use
or
g
pu
rpo
ses
– 7
22
– 7
22
iff e
fro
inv
in
sid
iar
ies
Exc
han
e d
sub
rat
et
est
nts
ge
ren
ces
m n
me
– 1
,7
69
– 1
,13
1
Ac
ria
l ga
ins
/lo
s fr
de
fi n
ed
ben
efi t
nsi
tua
sse
om
pe
ons
mit
d s
im
ilar
ob
liga
tio
nts
com
me
an
ns
– 3
,85
9
– 3
,81
9
De
fer
red
lue
ch
niz
ed
dir
ly
ta
ect
xes
on
va
ang
es
rec
og
in e
ity
qu
1,3
45
1,4
55
Oth
er
res
erv
es
– 5
,00
5
– 4
,21
7
Cu
atio
ff e
nsl
tra
cts
rre
ncy
n e
2,1
43
812
To
tal
– 2
,8
62
– 3
,40
5

The change in the currency diff erences from net investments in subsidiaries (€ –637k) as well as the actuarial gains and losses (€ 40k) together represent a total change of € 677k and refl ect the change in the expenses directly recognized in equity (and shown under the »other reserves« item in equity). The change in deferred taxes (€ –110k) reported under other reserves consists of the following: deferred taxes for actuarial gains and losses (€ 6k), deferred taxes for net investments in subsidiaries (€ –116k). The currency translation eff ects increased by € 1,330k.

26. Provisions for pensions

The provisions relate mainly to WashTec Cleaning Technology GmbH and WashTec Holding GmbH, Augsburg, Germany, and have been recognized in order to refl ect obligations arising from future and current benefi t entitlements to current and former employees and their survivors. The pension plan provides for retirement benefi ts (upon reaching the age of 63), early retirement and disability benefi ts. Employees must have served the Company for at least 10 years in order to be entitled to the benefi ts, with years of service taken into account only after the employee has reached the age of 30. The monthly retirement benefi t is derived from a fi xed amount multiplied by the number of pension-qualifying years of service. In addition, individual contractual terms and conditions apply.

The amount of the provision was computed using actuarial methods at a discount rate of 1.90% (prior year: 1.75%). As in the previous year, the annual cost-of-living increases continue to be measured at a rate of 1.5%. The anticipated return from reimbursement claims due to the existing liability insurance policies amounts to 1.90% (prior year: 1.75%). The »2005 G mortality tables«, published by Prof. Klaus Heubeck, were used as the biometrical basis of calculation. Staff turnover ratios were estimated according to age and sex and were taken from standard tables.

The number of pension benefi ciaries as of December 31, 2015 equaled 241 employees (prior year: 237 employees), and the total number of all persons holding a pension commitment is 381 employees (prior year: 388 employees). The new valuations include the eff ects of empirically-based adjustments in the amount of € –131k (prior year: € –50k).

All actuarial gains and losses were off -set against equity. In the recently completed fi scal year, the actuarial gains and losses equaled € 39k (prior year: € 1,651k). Actuarial gains and losses booked directly against equity as of December 31, 2014 totaled € –3,858k (prior year: € –3,819k).

In fi scal years 2014 and 2015, the cash value of the pension obligations developed as follows:

in €
k
20
15
20
14
of J
As
1
anu
ary
9,8
93
8,3
28
Cu
di
ff e
rre
ncy
ren
ces
1 2
sio
id
Pen
ns
pa
– 4
98
– 5
00
Se
rvic
in
tin
eri
the
od
ost
e c
re
por
g p
15
5
147
Int
st e
ere
xpe
nse
15
0
265
ria
ins
Ac
l ga
d lo
tua
an
sse
s
39 65
1,
1
of
As
De
ber
31
cem
9,7
40
9,8
93

Details about changes in the actuarial gains and losses:

in €
k
Ac
ria
l ga
ins
d l
tua
an
oss
es
vis
ion
Pro
s
for
nsi
pe
on
s
Pre
alu
t v
sen
e
im
Re
bu
rse

Rig
hts
nt
me
Fai
alu
r v
e
To
tal
Ga
ins
s fr
d lo
ch
an
sse
om
ang
e
in fi
nci
al a
tio
na
ssu
mp
ns
– 4
6
0 – 4
6
Exp
eri
ain
nd
los
enc
e g
s a
ses
85 0 85
To
tal
39 0 39

The claims held against the relief fund and the employer's liability insurance policies taken out in order to cover the lives of the qualifying employees have an indemnity or reimbursement quality.

In order to hedge or secure obligations arising from pensions, only reinsurance policies will be executed. No investments are made in real estate, stocks or similar assets. The development of the so-called »reimbursement rights« in 2014 and 2015 can be shown in the following table:

in €
k
20
15
20
14
Fai
lue
of
imb
cla
ims
of
Ja
1
ent
r va
re
urs
em
as
nua
ry
41
4
40
0
Exp
ed
ect
ret
urn
12 14
Ac
ria
l ga
ins
d lo
tua
an
sse
s
0 0
Fai
im
im
alu
f re
bu
cla
f D
mb
31
nt
r v
e o
rse
me
s a
s o
ece
er
6
42
414

Sensitivities pursuant to IAS 19 for pension obligations:

Risks under the pension obligations arise mostly from an increase in the life expectancies of the pension benefi ciaries, which has led to an increase in the pension provision.

The following table shows the sensitivities (the calculations are based on the project unit method) based on current assumptions regarding the possible change in the discount rates, cost-of-living increases and the life expectancy. All other variables are kept constant.

Im
n d
efi
t o
pac
liga
tio
ob
(DB
ns
ned
be
nefi
t
O)
ion
As
pt
sum
s
Ch
ang
e
20
15
20
14
Life
tan
ex
pec
cy
Inc
by
1 y
rea
se
ear
6.0
%
5.3
%
Co
of-
livi
adj
st-
ust
nt
ng
me
Inc
by
0.2
5%
rea
se
2.0
%
1.8
%
Int
st r
ate
ere
Inc
by
0.2
5%
rea
se
.6%
– 2
– 2
.7%
Int
st r
ate
ere
De
by
0.
25
%
cre
ase
2.7
%
2.8
%

The average residual period of the pension obligations is approximately 10.5 years (prior year: approx. 10.5 years).

The following table shows the expected payments for pension benefi ts:

in €
k
< 1
ye
ar
1–5
ye
ars
> 5
ye
ars
To
tal
sio
efi t
Pen
n b
en
s
46
9
46
2,1
651
7,
66
10
,2

27. Other provisions

in €
k
As
of
dit
ion
Ad
iliz
ati
Ut
on
Re
lea
se
ssi
Re
cla
Cu
rre
ncy
As
of
nt
cu
rre
ent
no
n-c
urr
vis
ion
Pro
s in
20
14
Jan
1,
uar
y
20
15
fi c
ati
on
tra
nsl
ati
on
eff
ect
s
De
ber
, 3
1
cem
nt
cu
rre
ct
no
n-c
urr
en
Pre
tire
nt
-re
me
2,5
23
37
8
– 5
57
0 0 0 2,3
43
1,1
99
1,1
45
1,5
26
997
Wa
nty
rra
10
,04
5
4,7
63
– 4
,93
9
– 1
,34
7
0 12 8,5
34
8,5
12
22 10
,01
5
30
Re
rch
ob
pu
ase
liga
tio
ns
2,8
67
61
4
– 2
90
0 0 0 3,1
91
854 2,3
38
44
3
2,4
24
Res
rin
tru
ctu
g
86
8
65
2
– 6
48
– 6
3
0 0 809 809 0 86
8
0
Oth
er
2,0
24
28
0
– 4
94
– 1
88
0 – 2
2
1,
600
1,5
80
20 2,0
04
20
20
15
Tot
al
20
14
18,
327
6,
687
– 6
,92
8
– 1
,59
8
0 – 1
0
16
,47
8
12
,95
4
3,5
24
16,
679
9,4
58
– 7
,02
2
– 9
05
0 11
7
18
,32
7
14
,85
6
3,4
71

The provision for pre-retirement was calculated in accordance with IAS 19 »Employee Benefi ts«. The calculation was based on an interest rate of 0.25% (prior year: 0.5%) and an annual salary increase of 1.5% (prior year: 1.5%).

The provision for warranty obligations is recognized based on past experiences. The assumptions used as a basis for calculating the provision of warranties were founded on current sales levels and on the currently available information about repairs and returns for the sold products during the warranty period. It is expected that these costs will be incurred during the warranty period after the balance sheet date.

The provision for restructuring measures totaled € 809k (prior year: € 868k) and included mostly provisions for planned personnel measures.

The provision for repurchase obligations is computed on a rolling basis and takes into account the contractual obligations to repurchase and refurbish equipment previously sold to oil companies. In general, these obligations are secured by aval guarantees.

The other provisions totaling € 1,600k (prior year: € 2,024k) relate, above all, to provisions for legal and consulting costs in the amount of € 846k (prior year: € 1,018k) as well as provisions for onerous contracts in North America in the prior year in the amount of € 0k (prior year: € 336k).

From the WashTec Group's perspective, as of the balance sheet date, contingent liabilities consisted primarily of contractual performance obligations and potential expenses in connection with repurchasing equipment in the amount of € 1,088k (prior year: € 894k), with the likelihood that such liabilities would arise estimated at less than 50%.

28. Interest-bearing loans

in €
k
20
15
20
14
Cu
int
bea
rin
loa
nt
st-
rre
ere
g
ns
5,2
69
252
in
ari
To
tal
-be
loa
ter
est
ng
ns
5,2
69
252

The WashTec Group has credit lines totaling € 51.1m. They consist primarily of a revolving credit facility with a term ending December 30, 2018. The principal borrower is WashTec Cleaning Technology GmbH; it has access to a € 50.0m credit line consisting of a working capital credit facility in the amount of € 44.0m, which can be drawn upon up to an amount of € 8.0m in the form of a bilateral line as overdraft credit line or an aval credit line, and an additional aval guarantee facility of € 6.0m.

As of December 31, 2015, € 6.7m (prior year: € 5.7m) of the aval guarantee facility as well as a short-term loan in the amount of € 5.3m which (as in the prior year) consisted entirely of overdraft account liabilities, had been utilized. The non-utilized portion of the credit facility, which could be drawn upon for future operations and for fulfi lling obligations, is € 39.1m (prior year: € 45.3m) as of the balance sheet date.

The syndicated loan contains conditions and covenants. During the term of the contract, WashTec is bound by covenants to maintain a defi ned equity ratio and gearing ratio. No security has been provided under the loan agreement.

The interest rate for the loan is variable and is linked to EURIBOR and to an interest margin, which in turn is tied to the operating performance of the Company.

The costs for extended aval guarantees are based on the interest margin, less a discount of 0.40% plus a fronting fee in the amount of 0.125%. The overdraft facility bears interest according to the applicable conditions of the relevant banks at the time it is utilized. In the reporting year, the interest rates range between 0.90% and 2.25%.

In connection with structuring the fi nancing, a discount was calculated using the eff ective interest method in accordance with IAS 39. The amounts included under interest expense for the amortization of the discount equaled € 69k (prior year: € 69k).

29. Lease liabilities

Finance leases

Equipment manufactured by WashTec is sold to a leasing company and then leased back by the WashTec Group which, in turn, makes the machines available to its customers (specifi cally to larger operator groups or oil companies) under an operator model in exchange for a compensation based on the number of washes. The agreements between the leasing company and WashTec are treated as fi nance leases pursuant to IAS 17 because WashTec bears substantially all the economic risks and rewards incidental to ownership.

As a rule, the lease-back contracts have a term of approximately 5–7 years, whereas the contracts that WashTec Group has with its customers have terms of up to 10 years. The gains from the sale are amortized over the life of the lease.

The sale-and-leaseback contracts that are related to equipment generally include a purchase option at the end of the term as well as an option to extend the contract. Price adjustments during the term of the lease may not be made.

The Group has concluded sale-and-leaseback contracts and lease-purchase agreements primarily for wash systems under the operator model.

Lea
du
nt
se
pay
me
e
in €
k
< 1
ye
ar
1–5
ye
ars
> 5
ye
ars
To
tal
Mi
nim
lea
nt 2
015
um
se
pay
me
1,
699
2,9
48
34 4,
68
1
fo
Int
r le
st e
ere
xpe
nse
ase
liab
ility
isti
the
ex
ng
on
tive
ba
lan
she
et d
ate
res
pec
ce
145 15
4
0 29
9
Cas
h v
alu
f m
inim
lea
e o
um
se
nt 2
015
pay
me
1,5
54
2,7
94
33 4,3
81

The minimum lease payments for these fi nance lease liabilities are as follow:

Lea
du
nt
se
pay
me
e
in €
k
< 1
ye
ar
1–5
ye
ars
> 5
ye
ars
To
tal
Mi
nim
lea
nt 2
014
um
se
pay
me
2,1
01
3,8
90
93 6,0
84
fo
Int
r le
st e
ere
xpe
nse
ase
liab
ility
isti
the
ex
ng
on
tive
ba
lan
she
et d
ate
res
pec
ce
198 21
8
3 41
9
Cas
h v
alu
f m
inim
lea
e o
um
se
nt 2
014
pay
me
1,9
03
3,
672
90 5,
665

Operating Lease

The obligations owed under the operating leases as of the balance sheet date are shown below in thousands of euro (€k) and classifi ed according to their maturities:

Ye
ar
< 1
ye
ar
1–5
ye
ars
> 5
ye
ars
To
tal
20
15
9,8
15
12
,48
7
25
1
22
,55
3
20
14
9,8
42
13
,15
1
6
10
23
,09
9

These leases relate primarily to buildings and service vehicles that are replaced with new lease contracts at the end of the term.

30. Liabilities

in €
k
20
15
20
14
Tra
de
abl
pay
es
7,5
42
5,9
50
cei
Pre
ved
der
nts
pay
me
re
on
or
s
6,7
98
608
4,
ies
Tax
and
lev
es
4,7
45
5,7
72
Lia
bili
ties
fo
cia
ity
l se
r so
cur
1,1
78
95
1
Oth
liab
ilit
ies
er
32
,54
5
29,
578
To
tal
52
,80
8
46,
859
of w
hic
h n
t (d
>1
r)
on-
cur
ren
ue
yea
46
1,3
2,0
33
of w
hic
h c
(d
<1
r)
ent
urr
ue
yea
462
51,
826
44,

Liabilities arising from trade payables, taxes and levies and for social security are generally due within 90 days.

The liabilities for taxes and levies consist primarily of the unpaid value added tax.

Other liabilities due within one year include debtor accounts with credit balances in the amount of € 1,104k (prior year: € 846k), liabilities to employees for such benefi ts as vacation, overtime work, travel expenses, etc. in the amount of € 15,345k (prior year: € 14,550k), and accruals for miscellaneous debts totaling € 10,303k (prior year: € 9,017k), which resulted from missing invoices on services already performed, as well as for credits to be granted in the service division.

31. Deferred income

Deferred income totaling € 8,997k (prior year: € 8,239k) related primarily to the recognition of revenues in the periods to which they relate.

32. Financial risk management objectives and methods

The main risks arising from the Group's fi nancial instruments involve interest-based cash fl ow, as well as liquidity, currency and credit risks.

It is the Company's policy to avoid or mitigate these risks as far as possible. All hedging measures are largely coordinated and implemented centrally. For example, on a regular basis, WashTec identifi es all items that are subject to interest and foreign exchange rate risks, assesses the probability of the occurrence of negative developments for the Company and makes any decisions required to avoid or reduce the corresponding interest and/or currency positions. The current and future liquidity situation is managed in a timely manner using a monthly rolling consolidated liquidity plan on an annual basis. In order to hedge against interest risks that result from the Group's business activities and from its fi nancing resources, the Company has derivative fi nancial instruments at its disposal.

In accordance with internal Group policy, derivatives are generally not traded.

All risk types, to which the Group is exposed, and the strategies and procedures for managing these risks, are described below.

Interest rate risk

In the WashTec Group, interest rate risks are primarily connected with interest-bearing loans. During the prior year, derivative fi nancial instruments were held in the form of interest rate swaps.

The fair value of the interest rate swaps as of December 31, 2015 is € 0k (prior year: € – 482k) and had been reported in the prior year under other current liabilities.

Cash fl ow hedge

The base interest rate under the loan agreement is variable and tracks the EURIBOR 1-month rate. As of December 31, 2014, there were a total of two interest rate swaps with terms each ending December 31, 2015 and a nominal volume of € 12,267k and € 6,133k, respectively, which served to hedge exposure to fl uctuations under the loan's variable, EU-RIBOR-linked interest rates. Under the swap contracts, the entity paid fi xed interest on the loan amount and in return received a fl oating-rate interest on the same principal. The interest rate swaps served to hedge the underlying obligation. For these two swaps, the interest rates were set at 2.580% and 2.572%, respectively. The cash fl ow from the interest rate swaps was expected to be distributed throughout the term of the agreement.

As of December 31, 2014, the interest rate swaps were designated as a hedge. This hedge was classifi ed as ineff ective. For this reason, an amount totaling € – 492k (prior year: € – 453k) was recognized in the income statement (fi nancial result) in the fi scal year. The assessment of the fi nancial instruments for interest rate hedges resulted in income in the amount of € 482k in the reporting year (prior year: € 376k).

The following table shows for fi scal year 2015 the sensitivity of the consolidated net income before taxes based on a change, which is considered reasonably conceivable, in the interest rate of the variable interest loan. All other variables remain constant. Signifi cant eff ects on the consolidated equity do not exist. As of December 31, 2014, no bank liabilities were projected for the upcoming year, which meant that a change in the EURIBOR had no impact on the consolidated net income.

OR
20
15
EU
RIB
Inc
se/
dec
rea
rea
se
in b
asi
oin
ts
s p
10 15 –1
0
–15
Eff
rofi
bef
t/lo
ect
s o
n p
ss
ore
in €
k
tax
es
10 16 –1
0
6
–1
OR
20
14
EU
RIB
Inc
se/
dec
rea
rea
se
in b
asi
oin
ts
s p
10 15 –1
0
–15
Eff
rofi
t/lo
bef
ect
s o
n p
ss
ore
in €
k
tax
es
0 0 0 0

Currency risk

Fluctuations in the USD/EUR exchange rate could have a material eff ect on the consolidated net income because a large share of the business is conducted by the subsidiary in the United States. To avoid these currency risks, foreign exchange forwards are used that were concluded in June of 2011 and that have diff erent maturities, in some cases with a six-month term option. The last maturity date is June 30, 2016. The changes in the fair value of the hedging instrument and the underlying transaction are recognized as profi t or loss in the income statement.

Net investments in foreign operations

The Group holds non-current loan receivables against its subsidiary, Mark VII. As of December 31, 2015, net investments equaled USD 4.0m. The American subsidiary has longterm CAD-denominated loan receivables against the Canadian subsidiary. As of December 31, 2015, this account remained unchanged at CAD 7.8m. Accordingly, the currency translation eff ects of these loans are recognized in equity.

Operating risks that arise from additional individual transactions in a foreign currency were considered insignifi cant for the Group given their low volume.

The following table shows the sensitivity of the consolidated net income before taxes (based on the change in the fair values of monetary assets and liabilities) and the consolidated equity of the Group (due to the hedge of net investments) to a reasonable possible change in the EUR/USD exchange rate. All other variables are kept constant.

20
15
Ra
nd
US
D
te
tre
– 5
%
5%
Eff
inc
e b
efo
in €
k
ect
et
re t
s o
n n
om
ax
–13
3
13
3
Eff
ity
in €
k
ect
s o
n e
qu
18
4
–1
84
20
14
US
Ra
nd
D
te
tre
– 5
%
5%
Eff
inc
efo
in €
e b
k
ect
et
re t
s o
n n
om
ax
–1
97
19
7
Eff
ity
in €
k
ect
s o
n e
qu
16
5
65
–1

Liquidity risk

Ensuring that the WashTec entities are solvent at all times is a key corporate business objective. Thanks to the cash management system in place, which includes such features as a rolling consolidated liquidity planning on an annualized basis, potential bottlenecks are rendered transparent in a timely manner and appropriate steps are initiated. Non-utilized credit lines ensure the supply of liquidity. The working capital facilities were granted by the syndicate banks of the WashTec Group subject to the joint and several liability of WashTec Cleaning Technology GmbH, as the borrower, and the joint liability of other

Group companies. For additional details, please see Note 28 (»Interest-bearing loans«). The WashTec Group is fi nanced primarily via the WashTec Cleaning Technology GmbH, which also has the largest funding requirements as the Group's most important operating company.

The following table shows for the upcoming fi scal years all the contractually stipulated, non-discounted payments used for the repayment of interest, principal and other items arising fi nancial liabilities recognized on the balance sheet as of December 31, 2015.

The table includes all instruments, which were on the books as of December 31, 2015 and for which payments have already been agreed. Amounts in foreign currency were translated at the closing rates. The variable interest payments under the fi nancial instruments, above all from the loan, were calculated using the anticipated interest rates. Financial liabilities, which are repayable at any time, are always included in the earliest repayment category.

in €
k
Ca
ing
rry
val
in 2
015
ue
16
20
20
17
– 2
019
ff .
20
20
rin
Int
bea
loa
st-
ere
g
ns
69
5,2
69
5,2
0 0
Fin
asi
liab
ilit
ies
e le
anc
ng
4,3
81
699
1,
2,9
48
34
Tra
de
abl
pay
es
7,5
42
7,5
42
0 0
Oth
fi n
ial
liab
ilit
ies
er
anc
17
,03
1
17
,03
1
0 0
riva
tive
fi n
ial
liab
ilit
ies
De
anc
31
2
31
2
0 0
in €
k
Ca
ing
rry
Ca
sh
fl o
ws
in
lue
20
14
va
20
15
20
16
– 2
018
20
19
ff .
Int
bea
rin
loa
st-
ere
g
ns
25
2
25
2
0 0
Fin
e le
asi
liab
ilit
ies
anc
ng
665
5,
2,1
01
3,8
90
93
Tra
de
abl
pay
es
5,9
50
5,9
50
0 0
Oth
fi n
ial
liab
ilit
ies
er
anc
,93
14
5
,93
14
5
0 0
De
riva
tive
fi n
ial
liab
ilit
ies
anc
91
3
64
5
26
8
0

Credit risks

The Group trades with creditworthy third parties only. In order to keep the del credere risk as low as possible, if the customer does not have a fi rst-rate credit rating, then orders are subject to strict constraints. For new regional customers, the Company requests evidence of credit standing or proof of fi nancing. We assume that the bad debt allowances are suffi cient to cover the actual risks.

There are no signifi cant concentrations of credit risks in the Group. A concentration of the credit risk will be assumed, if a single customer or an oil company makes up more than 10% of the revenues. Revenues generated with a certain large customer accounted for minimally more than 10% of the total revenues. However, there is no increased credit risk.

With respect to credit risk arising from the other fi nancial assets of the Group, such as cash and cash equivalents and other fi nancial assets, the maximum credit risk in the event of a default by a counterparty is the carrying amount of these instruments.

Capital management

The Group's capital management activities are primarily aimed at maintaining a high credit rating and a good equity ratio in order to support its operations and maximize its shareholder value. The Group manages its capital structure and makes adjustments in response to the changes in economic conditions. The Group monitors capital using appropriate fi nancial ratios like debt-to-equity (gearing) ratio, which corresponds to the ratio of net fi nancial liabilities to an operating result as defi ned in the agreement underlying the interest-bearing loan. Under this defi nition, the debt-to-equity ratio may not exceed 2.5 and was 0.04 for 2015 (prior year: –0.34). Net fi nancial liabilities comprise interest-bearing loans and liabilities for fi nance leases, less cash and cash equivalents. At the close of 2015, the net fi nancial liabilities amounted to € 1,869k (prior year: € –9,758k). In addition, WashTec's equity must be at least 35% of the balance sheet total (which includes the treasury shares) as of the end of each quarter. The equity ratio according to the loan agreement was 45.99% (prior year: 49.04%).

All covenants have been met as of the balance sheet date.

33. Financial instruments – additional information

The following table, which is derived from the relevant balance sheet items, shows the connection between the classifi cation and the carrying values of the fi nancial instruments.

Carrying values, valuation approaches and fair value measurement categories:

in €
k
Me
ent
asu
rem
Ca
ing
rry
Ba
lan
she
ce
ion
val
et
uat
un
S 3
de
r IA
9
Ba
lan
she
et
ce
Fai
r V
alu
e
cat
ego
ry
S 3
de
r IA
9
un
val
ue
De
c 3
1, 2
015
ize
Am
d
ort
t
cos
Fai
r V
alu
e
in
uit
eq
y
Fai
r V
alu
e
thr
h
ou
g
fi t
los
pro
or
s
ion
val
uat
S 1
de
r IA
7
un
De
c 3
1, 2
015
Lev
el
As
set
s
Cas
h a
nd
h e
iva
len
ts
cas
qu
LaR 7,7
81
7,7
81
7,7
81
eiv
Tra
de
abl
rec
es
LaR 47,
771
47,
771
47,
771
Oth
fi n
ial
ets
er
anc
ass
LaR 809 809 809
Lia
bil
itie
s
Tra
de
abl
pay
es
FLA
C
7,5
42
7,5
42
7,5
42
Int
bea
rin
loa
st-
ere
g
ns
C
FLA
69
5,2
69
5,2
69
5,2
Oth
fi n
ial
liab
ilit
ies
er
anc
FLA
C
031
17,
031
17,
031
17,
Fin
asi
liab
ilit
ies
e le
anc
ng
n.a 4,3
81
4,3
81
4,3
81
De
riva
tive
fi n
ial
liab
ilit
ies
anc
FVt
hP/
L
312 31
2
312 2
tio
rie
Ag
ted
IAS
39
nta
nt
cat
gre
ga
pr
ese
n p
er
m
eas
ure
me
ego
s
cei
Loa
and
Re
vab
les
(L
aR
)
ns
56,
361
56,
361
Fin
ial
Lia
bili
ties
M
d a
t A
rtiz
ed
Co
st (
FLA
C)
anc
eas
ure
mo
29,
842
29,
842
Fai
r V
alu
e T
hro
h P
rofi
t/L
(F
Vth
P/L
)
ug
oss
312 312
in €
k
Me
ent
asu
rem
ing
Ca
rry
Ba
lan
she
ce
ion
val
et
uat
un
de
r IA
S 3
9
Ba
lan
she
et
ce
Fai
r V
alu
e
IFR
S 1
3
cat
ego
ry
de
r IA
S 3
9
un
val
ue
De
c 3
1, 2
014
ize
Am
d
ort
t
cos
Fai
r V
alu
e
in
uit
eq
y
Fai
r V
alu
e
thr
h
ou
g
fi t
los
pro
or
s
ion
val
uat
de
r IA
S 1
7
un
De
c 3
1, 2
014
Lev
el
As
set
s
Cas
h a
nd
h e
iva
len
ts
cas
qu
LaR 674
15,
674
15,
674
15,
Tra
de
eiv
abl
rec
es
LaR 43,
076
43,
076
43,
076
Oth
fi n
ial
ets
er
anc
ass
LaR 982 982 982
Lia
bil
itie
s
Tra
de
abl
pay
es
FLA
C
5,9
50
5,9
50
5,9
50
rin
Int
bea
loa
st-
ere
g
ns
FLA
C
252 252 252
Oth
fi n
ial
liab
ilit
ies
er
anc
C
FLA
14,
935
14,
935
14,
935
Fin
e le
asi
liab
ilit
ies
anc
ng
n.a 5,6
64
5,6
64
5,6
64
De
riva
tive
fi n
ial
liab
ilit
ies
anc
FVt
hP/
L
913 913 913 2
Ag
ted
tio
IAS
39
rie
nta
nt
cat
gre
ga
pr
ese
n p
er
m
eas
ure
me
ego
s
Loa
and
Re
cei
vab
les
(L
aR
)
ns
59,
732
59,
732
Fin
ial
Lia
bili
ties
M
d a
t A
rtiz
ed
Co
st (
FLA
C)
anc
eas
ure
mo
21,
137
21,
137
Fai
rofi
r V
alu
e T
hro
h P
t/L
(F
Vth
P/L
)
ug
oss
913 913

Due to their short terms, the fair values of trade receivables, trade payables and cash and cash equivalents as well as other fi nancial liabilities generally match their carrying values. The fair value of the liabilities from fi nance leasing and loans has been calculated by discounting the projected future cash fl ows at the current market interest rates.

Foreign exchange forwards are measured at fair value using the anticipated exchange rates that are quoted on a regulated market. Interest rate swaps are measured at fair value using the anticipated interest rates under recognizable yield curves.

The fair value of the fi nancial instruments is classifi ed according to maturities as follows:

in €
k
De
c 3
1, 2
015
De
c 3
1, 2
014
No
ent
n-c
urr
0 164
Cu
nt
rre
31
2
749
To
tal
312 913

Net results according to measurement categories

The following table shows the net profi ts and losses from fi nancial instruments based on the categories set forth in IAS 39:

in €
k
20
15
20
14
Loa
and
cei
vab
les
ns
re
17
8
–1
0
Fin
ial
liab
ilit
ies
d a
rtiz
ed
t a
t
anc
m
eas
ure
mo
cos
–1,
176
–2
78

The net result in the category »Loans and receivables« is attributable primarily to foreign currency valuation and allowances, and the net result in the category »Financial liabilities valued at amortized costs« is attributable primarily to interest expenses and foreign currency valuation.

Other notes

34. Compliance statement pursuant to §161 AktG

WashTec AG has issued the statement required under § 161 AktG for fi scal year 2015 and has made the statement available to its shareholders at www.washtec.de.

The management board approved the consolidated fi nancial statements on March 23, 2016 and has forwarded them directly to the supervisory board for review.

The separate fi nancial statements and the consolidated fi nancial statements are expected to be approved at the supervisory board meeting on March 23, 2016.

35. Auditor's fees

The following fees were incurred in the reporting year for services rendered by the annual account auditors (PricewaterhouseCoopers AG, Wirtschaftsprüfungsgesellschaft, Munich, Germany):

in €
k
20
15
20
14
An
l ac
dit
ing
nts
nua
cou
au
28
0
227
Oth
fi rm
atio
er
con
ns
35 31
Oth
vic
er
ser
es
0 2
To
tal
315 260

36. Information about the Company's governing bodies

Management board

Na
me
ssi
sid
Pr
ofe
on
, re
en
ce
Ma
de
nt
rtm
ts
na
ge
me
pa
en
Dr
. V
olk
Zim
er
me
rm
an
n
Me
ch
ica
l E
ine
M
ich
an
ng
er,
un
Su
ly
Ch
ain
De
lop
Se
rvi
Su
nt,
ort
pp
ve
me
ce
pp
,
,
(si
e F
eb
1,
20
15
)
nc
rua
ry
Qu
ali
Pu
rch
asi
ty,
ng
ine
Ka
rol
Ka
lb
At
t-la
Au
bu
tor
ne
y-a
w,
gs
rg
Co
lia
Hu
n R
Inv
est
ma
eso
urc
es,
mp
nc
e,
or
ion
Sp
ial
jec
Re
lat
Pro
ts
s,
ec
Ra
ine
r S
ing
pr
s
Dip
lom
-Ka
ufm
n [
»D
ip
l-K
fm
.«]
an
Fin
d I
T
an
ce
an
(si
e F
eb
1,
20
15
)
nc
rua
ry
(Bu
sin
G
rad
e),
A
sb
uat
ess
ug
urg
Ste
ha
n W
eb
p
er
Dip
lom
-In
nie
[»D
ip
l-In
]
ge
ur
g.«
Sa
les
d S
ice
Pro
du
Ma
ct
nt,
an
erv
na
ge
me
,
(si
e J
1,
20
15
)
nc
an
ua
ry
(En
ine
eri
G
rad
e),
W
he
uat
ert
g
ng
r
Ma
rke
tin
g
. Jü
Dr
n R
ter
t
rge
au
ieu
Do
kto
r-I
r [»
Dr
.-In
]
ng
en
g.«
Su
Ch
ain
ly
Pro
du
Ma
D
lop
ct
nt,
pp
na
ge
me
eve

,
(th
h J
30
20
15
)
rou
g
an
ua
ry
,
ine
eri
ide
(En
D
te)
He
lbe
oct
g
ng
ora
rg
,
Q
lity
Fi
Hu
n R
d I
T
nt,
me
ua
ma
eso
urc
es,
na
nce
an
,

Supervisory board

Na
me
Pr
ofe
ssi
sid
on
, re
en
ce
Me
mb
hip
the
iso
bo
ard
ers
s o
n o
r s
up
erv
ry
s
nd
d b
law
ate
ma
y
Me
mb
hip
im
ila
r fo
rei
d d
ers
s o
n s
gn
an
om
e
sti
ing
bo
die
f b
ine
ise
ter
c g
ov
ern
s o
us
ss
en
pr
s
Dr
. G
ün
B
las
ch
ke
ter
Bu
sin
n [
Ka
ufm
n],
B
hlo
ess
ma
an
uc
e
no
ne
no
ne
ich
Ulr
Be
llg
ard
t
sin
Gm
So
Bu
ult
bc
bH
lot
hu
t u
ess
co
ns
an
rn,
,
Sc
eiz
hw
no
ne
no
ne
Jen
s G
roß
e-A
lle
rm
an
n
Me
mb
of
the
M
t b
rd
of
er
an
ag
em
en
oa
»In
tak
tie
llsc
ha
ft f
ür
lan
fris
tig
tm
ves
en
ng
ese
g
e
Inv
TG
V
est
ore
FP
M
De
ch
e I
llsc
ha
ft m
it
uts
est
ntg
nv
me
ese
Te
ilg
llsc
ha
fts
ög
Fra
nk
fur
t
ese
ve
rm
en
,
no
ne
Dr
. S
öre
n H
ein
Ma
ing
di
of
Co
nd
Ri
sk
Dr
ive
tor
na
g
rec
mp
ou
s
Gm
bH
Mu
nic
h
,
no
ne
no
ne
Ro
lan
d L
he
ac
r
Ind
de
bu
sin
Ge
lnh
nt
ep
en
ess
ma
n,
au
se
n
Me
erh
olz
CB
J C
tic
H
old
ing
AG

he
n (
ch
air
os
me
nc
ma
n
,
of
the
rvi
bo
ard
til
No
20
)
v 4
15
su
pe
so
ry
un
,
no
ne
Dr
. H
s L
ieb
ler
an
Inv
Ma
Gr
äfe
lfi n
est
nt
me
na
ge
r,
g
AU
GU
ST
A T
hn
olo
ie A
G,
Mu
nic
h
"
ec
g
(M
be
f th
iso
bo
ard
/de
ty
em
r o
e s
up
erv
ry
pu
ch
air
nti
l Ja
n 1
9,
20
15
)
ma
n u
Gr
r A
G,
Am
be
(m
be
f th
"
am
me
rg
em
r o
e
rvi
bo
ard
)
su
pe
so
ry
erk
N.V
Am
rda
Th
tow
sta
ttg
ste
au
rou
p
m,
e
.,
Ne
the
rla
nd
s (
mb
of
the
rvi
bo
ard
)
me
er
su
pe
so
ry
SK
W
Sta
hl
AG
Mu
nic
h (
mb
of
the
"
me
er
,
rvi
bo
ard
til
No
v 3
0,
20
)
15
su
pe
so
ry
un

37. Information about related-party transactions

In fi scal year 2015, the WashTec Group was impacted by the disclosure obligation under IAS 24 solely as it pertains to business transactions with members of the management board and supervisory board as well as with former members of the management board. The terms and conditions of the transactions refl ected arms-length transactions.

Management board

Remuneration of the management board

The supervisory board shall determine and regularly review the remuneration and remuneration system of the WashTec AG management board. In conformity with the Code, the remuneration system is, as a whole, structured in such a way as to take account of the duties of the respective management board member, his or her personal performance, and the performance of the management board as a whole, as well as the Company's economic situation, success and prospects for the future as well as the conventionality of the remuneration when comparing it with peer groups and the remuneration structure which otherwise prevails in the Company. In this regard, the supervisory board takes into account, even over time, the management board remuneration relative to the compensation of senior management and of the staff members as whole.

The remuneration of the members of the management board comports with the statutory requirements of the German Stock Corporation Act and with the recommendations and suggestions contained in the Code. The remuneration system was last discussed by the supervisory board at its meeting of December 15, 2015 and adopted by resolution, including the major elements of remuneration (sec. 4.2.2 para. 1 of the Code). The overall remuneration of the members of the management board is made up of monetary and non-monetary as well as fi xed and variable components, and in general, is directly tied to the sustained development of the Company. All of the components of remuneration are structured in such a way that each of them is reasonable both by itself and in the aggregate, and that they do not encourage the taking of unreasonable risks.

Fixed salary

The four acting members of the management board were paid a fi xed non-performance related salary totaling € 1,013,678 (prior year: [two acting members of the management board]: € 611,955) for the year 2015. The fi xed remuneration also includes benefi ts in-kind consisting, in particular, of the provision of company cars and insurance coverage. The fi xed elements of remuneration ensure that the management board members receive basic compensation permitting them, as they go about discharging their duties, to act both in accordance with the well-understood best interests of the Company and with the due diligence of a prudent business person [ordentliche Kaufmann], without becoming dependent on purely short-term objectives for success.

Short-term variable remuneration – performance related components

The existing management board contracts provide for a management board remuneration that fully accords with the recommendations of the Code. The variable remuneration components here include short-term components linked to the achievement of various targets to be determined by the supervisory board. They should serve as an incentive mechanism for the management board and should be tied to the business performance of WashTec AG. The short-term, variable annual remuneration tracks the strategic and/or operational and/ or fi nancial targets that are set each year by the supervisory board.

Components providing long-term incentive

The current management board contracts provide for management board remuneration that fully satisfi es the recommendations of the Code. The long-term variable remuneration is based on a strategic and/or fi nancial and/or operating targets that are independently set by the supervisory board and have a multi-year assessment foundation. The remuneration is divided into two components that are based on identical objectives and chronological parameters. In this respect, the long-term components (a), the amount of which matches the respective short-term variable remuneration, can be doubled to the extent that the respective management board member invests the relevant amount in shares of the Company (b). The incentive phase runs from January 1, 2015 through December 31, 2017. Payments due at the of the incentive phase are dependent on the achievement of the agreed targets and the share price at the respective date.

Ms. Kalb will receive long-term variable remuneration for fi scal years 2015 and 2016, if the employment contract with her is not renewed.

By setting challenging targets, management board members were and are being granted a variable component of remuneration that takes into account both favorable and unfavorable developments (sec. 4.2.3, para. 2 of the Code). Under the Long Term Incentive Plans (LTIP), the ROCE and Total Shareholder Return were established as target benchmarks.

Recommendations of the German Corporate Governance Code

In accordance with section 4.2.5 para. 3 of the German Corporate Governance Code, the remuneration granted to each individual member of the management board, the received income and the pension expense are set forth individually in the tables below. The information about the grant and received income is separated according to fi xed and variable compensation components and supplemented by information regarding the pension expense.

The fi xed compensation components include the non-performance-related fi xed salaries and incidental benefi ts. The variable performance-related compensation components are divided between the one-year variable compensation and the multi-year components of variable compensation.

Gra
d r
tio
nte
em
un
era
n
in €
Dr.
Vo
lke
r Z
im
me
rm
an
n
Ch
air
Ma
Bo
ard
ent
nag
em
ma
n
of
Feb
1,
20
15
as
20
15
Fix
ed
sal
ary
30
2,5
00
30
2,5
00
30
2,5
00
ide
Inc
l be
nefi
nta
ts
14
,05
1
14
,05
1
14
,05
1
To
tal
31
6,5
51
31
6,5
51
31
6,5
51
On
ria
atio
n1
ble
e-y
ear
va
co
mp
ens
155
,83
3
15
5,8
33
15
5,8
33
Mu
lti-
ria
ble
atio
yea
r va
co
mp
ens
n
(lo
s)
ter
ent
ng-
m c
om
pon
72
8,0
97
0 1,0
20,
000
To
tal
1,2
00,
48
1
47
2,3
84
1,4
92,
384
sio
Pen
n e
xpe
nse
0 0 0
ion
To
tal
rat
re
mu
ne
1,2
00,
48
1
47
2,3
84
1,4
92,
384

1 Guaranteed annual bonus

As »granted remuneration«, the multi-year variable compensation is shown at the commitment value at the time the grant was made. For the Long Term Incentive Plan (LTIP), the »granted remuneration« equals the fair market value at the time the grant was made. Information about the individually achieved minimum and maximum remuneration is added to the compensation components.

The »received income« (»Zufl uss«) shown for the reporting year includes the fi xed and variable compensation components that were actually paid out in the reporting year.

tio
Gra
d r
nte
em
un
era
n
in €
ine
Ka
rol
Ka
lb
Ma
Bo
ard
M
ber
ent
nag
em
em
of
No
v 1
, 20
13
as
20
15
Mi
20
15
n
20
15
Ma
x
20
14
Fix
ed
sal
ary
21
0,0
00
21
0,0
00
21
0,0
00
18
0,0
00
Inc
ide
l be
nefi
nta
ts
11
,7
69
11
,7
69
11
,7
69
16
,32
6
To
tal
69
22
1,7
69
22
1,7
69
22
1,7
6,3
26
19
n1
On
ria
ble
atio
e-y
ear
va
co
mp
ens
90,
000
30
,00
0
13
5,0
00
10
0,0
00
lti-
ria
atio
Mu
ble
yea
r va
co
mp
ens
n
(lo
s)
ter
ent
ng-
m c
om
pon
32
1,2
03
0 40
4,
640
0
Sp
eci
ium
tim
al p
(o
e)
rem
ne-
20
,00
0
20
,00
0
20
,00
0
0
To
tal
65
2,9
72
27
1,7
69
78
1,4
09
29
6,3
26
sio
Pen
n e
xpe
nse
0
0
0
ion
To
tal
rat
re
mu
ne
65
2,9
72
27
1,7
69
78
1,4
09
29
6,3
26

Based on achieving 100 % of the goals; for fi scal year 2015, a goal achievement of 200% is possible so that the maximum total could be € 135,000.

tio
Gra
d r
nte
em
un
era
n
in €
ine
ing
Ra
r S
pr
s
Ma
Bo
ard
M
ber
ent
nag
em
em
of
Feb
1,
20
15
as
20
15
Fix
ed
sal
ary
19
2,5
00
19
2,5
00
19
2,5
00
Inc
ide
l be
nefi
nta
ts
10
,80
2
10
,80
2
10
,80
2
To
tal
20
3,3
02
20
3,3
02
20
3,3
02
n1
On
ria
ble
atio
e-y
ear
va
co
mp
ens
90,
000
0 13
5,0
00
lti-
ria
atio
Mu
ble
yea
r va
co
mp
ens
n
(lo
s)
ter
ent
ng-
m c
om
pon
32
1,2
03
0 43
3,2
00
To
tal
61
4,5
05
20
3,3
02
77
1,5
02
Pen
sio
n e
xpe
nse
0
0
0
ion
To
tal
rat
re
mu
ne
61
4,5
05
20
3,3
02
77
1,5
02
tio
Gra
d r
nte
em
un
era
n
in €
Ste
han
W
ebe
p
r
Ma
Bo
ard
M
ber
ent
nag
em
em
of J
1, 2
015
as
an
20
15
20
15
Mi
n
20
15
Ma
x
Fix
ed
sal
ary
26
0,0
00
26
0,0
00
26
0,0
00
ide
nefi
Inc
l be
nta
ts
6
12
,05
6
12
,05
6
12
,05
To
tal
27
2,0
56
27
2,0
56
27
2,0
56
On
ria
ble
atio
n1
e-y
ear
va
co
mp
ens
140
,00
0
0,0
00
14
0,0
00
14
Mu
lti-
ria
ble
atio
yea
r va
co
mp
ens
n
(lo
s)
ter
ent
ng-
m c
om
pon
2,9
65
45
0 2,4
00
54
To
tal
86
5,0
21
41
2,0
56
95
4,4
56
Pen
sio
n e
xpe
nse
0
0
0
ion
To
tal
rat
re
mu
ne
86
5,0
21
56
41
2,0
56
95
4,4

1 Based on achieving 100 % of the goals; for fi scal year 2015, a goal achievement of 200% is possible so that the maximum total could be € 135,000.

1 Guaranteed annual bonus

Pro
ds/
Pay
out
cee
s
in €
im
Dr.
Vo
lke
r Z
me
rm
an
n
Ma
Bo
ard
ent
nag
em
Ch
air
ma
n
of
Feb
20
1,
15
as
ine
Ka
rol
Ka
lb
Ma
Bo
ard
ent
nag
em
Me
mb
er
of
No
, 20
13
v 1
as
ine
ing
Ra
r S
pr
s
Ma
Bo
ard
ent
nag
em
Me
mb
er
of
Feb
20
1,
15
as
Ste
han
W
p
Ma
ent
nag
em
Me
mb
er
of J
1, 2
as
an
ebe
r
Bo
ard
015
201
5
20
15
20
14
201
5
20
15
Fix
ed
sal
ary
302
,50
0
210
,00
0
18
0,0
00
192
,50
0
260
,00
0
Inc
ide
l be
nefi
nta
ts
050
14,
769
11,
16
,32
6
10,
802
12,
056
To
tal
316
,55
0
69
22
1,7
6,3
26
19
203
,30
2
6
272
,05
On
ria
ble
atio
n (
for
late
d c
s)
ent
e-y
ear
va
co
mp
ens
per
ma
nce
-re
om
pon
0 001
10
0,0
0 0 0
Sp
eci
al p
ium
rem
0 20,
000
0 0 0
To
tal
316
,55
0
69
34
1,7
6,3
26
19
203
,30
2
6
272
,05
Pen
sio
n e
xpe
nse
0 0 0 0 0
To
tal
ion
rat
re
mu
ne
316
,55
0
34
1,7
69
19
6,3
26
203
,30
2
272
,05
6

1 Payout of the one-time variable remuneration from the prior year

Information under the German Corporate Governance Code for a member of the management board who resigned in 2015.

tio
Gra
d r
nte
em
un
era
n
in €

Dr.
n R
aut
ert
rge
Ma
Bo
ard
ent
nag
em
Ch
air
ma
n
thr
h J
30,
20
15
oug
an
20
15
20
14
Fix
ed
sal
ary
33
,33
3
40
0,0
00
ide
nefi
Inc
l be
nta
ts
62
1,1
629
15
,
To
tal
6
34,
49
629
41
5,
On
ria
ble
atio
n (
for
late
d c
s)
ent
e-y
ear
va
co
mp
ens
per
ma
nce
-re
om
pon
1
15,
278
02
150
,00
lti-
ria
atio
Mu
ble
n (
lon
s)
ter
ent
yea
r va
co
mp
ens
g-
m c
om
pon
81
15
,27
02
150
,00
To
tal
65,
052
629
71
5,
Pen
sio
n e
xpe
nse
0 0
ion
To
tal
rat
re
mu
ne
65
,05
2
71
5,
629

1 Based on achieving 100 % of the goals, pro rated for one month, discharged with a fl at severance payment in the amount of € 660,000 upon leaving the Company.

2 Based on achieving 100 % of the goals.

Pro
ds/
Pay
out
cee
s
in €

Dr.
n R
rge
Ma
ent
nag
em
Ch
air
ma
n
thr
h J
oug
an
aut
ert
Bo
ard
30,
20
15
20
15
20
14
Fix
ed
sal
ary
33
,33
3
40
0,0
00
Inc
ide
l be
nefi
nta
ts
1,1
62
15
620
,
To
tal
34,
495
41
5,
629
On
ria
ble
atio
n (
for
late
d c
s)
ent
e-y
ear
va
co
mp
ens
per
ma
nce
-re
om
pon
01 01
Sp
eci
ium
al p
rem
0 0
To
tal
34,
495
41
5,
629
Pen
sio
n e
xpe
nse
0 0
ion
To
tal
rat
re
mu
ne
34,
495
,62
9
415

1 Discharge with a fi xed severance payment in the amount of € 660,000 upon leaving the Company.

Total remuneration of the management board in 2015

The following table includes the total remuneration (or emoluments) that was granted to individual members of the management board for discharging their duties in the fi scal year and is divided according to fi xed and variable remuneration.

The fi xed remuneration includes the performance-related fi xed salaries and incidental benefi ts. These items were paid out to management board members in fi scal year 2015.

The variable remuneration components include one-year variable and multi-year variable remuneration and special premiums (bonuses).

The one-year variable remuneration of fi scal year 2015 had been recognized in profi t or loss in 2015, but not yet paid out to the management board members.

The multi-year variable compensation (Long-Term Incentive Plan) is reported in each case at the fair market value at the time it was granted. The multi-year variable compensation is not paid out until the end of the incentive phase, which runs from January 1, 2015 through December 31, 2017. The amount of the payout at the end of the incentive phase is also dependent on whether the agreed targets and share price goals have been met at that point in time.

The expense recognized in fi scal year 2015 for the multi-year variable compensation is shown separately at the end of the tables.

The special premium (bonus) totaling € 20,000 was recognized in profi t or loss and paid out.

ion
in
To
tal
20
15
rat
re
mu
ne
Dr.
Vo
lke
r
ine
Ka
rol
Ka
lb
ine
r S
ing
Ra
pr
s
Ste
han
W
ebe
p
r
To
tal
in € Zim
me
rm
an
n
Ma
Bo
ard
ent
nag
em
Ch
air
ma
n
of
Feb
20
1,
15
as
Ma
Bo
ard
ent
nag
em
Me
mb
er
of
No
v 1
, 20
13
as
Ma
Bo
ard
ent
nag
em
Me
mb
er
of
Feb
1,
20
15
as
Ma
Bo
ard
ent
nag
em
Me
mb
er
of J
1, 2
015
as
an
Fix
ed
sal
ary
302
,50
0
210
,00
0
192
,50
0
260
,00
0
965
,00
0
Inc
ide
l be
nefi
nta
ts
14,
051
11,
769
10,
802
12,
056
48,
678
(fi
d)
To
tal
xe
316
,55
1
221
,76
9
203
,30
2
272
,05
6
1,0
13,
678
On
ria
ble
atio
e-y
ear
va
co
mp
ens
n
155
,83
3
135
,00
0
135
,00
0
140
,00
0
565
,83
3
Fai
r V
alu
f th
ult
i-ye
iab
le c
ion
the
tim
f g
tin
sat
at
e o
e m
ar
var
om
pen
e o
ran
g
728
,09
7
32
1,2
03
32
1,2
03
452
,96
5
1,8
23,
468
Sp
eci
ium
tim
al p
(o
e)
rem
ne-
0 20,
000
0 0 20,
000
ari
To
tal
(v
ab
le)
883
,93
0
476
,20
3
456
,20
3
592
,96
5
2,4
09,
301
To
tal
ion
rat
re
mu
ne
1,2
00,
481
697
,97
2
659
,50
5
865
,02
1
3,4
22,
979
lti-
ari
tio
rio
Mu
ab
le r
n (
of
the
d)
yea
r v
em
un
era
ex
pen
se
pe
324
,89
0
6
128
,88
137
,98
3
,76
172
5
764
,52
3

The total remuneration of the former Management Board Chairman Dr. Jürgen Rautert, who resigned with eff ect from January 30, 2015, amounted to € 694,495 in 2015 (thereof a fi xed remuneration in the amount of € 34,495 and a fl at severance payment of € 660,000).

The remuneration of the management board members who worked in 2014 were as follows:

ion
im
Re
cla
for
fi s
cal
20
14
rat
mu
ne
ye
ar
Fix
ed
Va
ria
ble
in €
Dr.

n R
aut
ert
rge
629
41
5,
30
0,0
00
Ka
rol
ine
Ka
lb
19
6,3
26
10
0,0
00
To
tal
61
1,9
55
40
0,0
00

Benefi ts following termination of employment

The current management board contracts provide for compensation equal to 50% of the prorated monthly portion of the annual salary as consideration for the enforcement of a contractually-prescribed, non-compete covenant after the employment or service relationship ends.

The current management board contracts contain a provision, pursuant to which if there is an early termination of the management board work and such termination was not triggered by good cause justifying termination of the management board contract, then severance payments shall be agreed but should be limited to a maximum of two years' worth of compensation including reimbursables (severance cap).

Miscellaneous

The members of the management board do not receive any loans or other indemnities from the Company.

Shares held by the management board members developed as follows:

Sh
s h
eld
by
ber
f th
boa
rd
(un
its)
nt
are
m
em
s o
e m
ana
ge
me
20
15
20
14
Dr.
Vo
lke
r Z
imm
(s
inc
e F
ebr
1, 2
015
)
erm
ann
uar
y
12
,50
0
0
Ka
rol
ine
Ka
lb
3,3
00
0
Ste
han
W
ebe
r (s
inc
e J
20
15)
1,
p
anu
ary
3,0
00
0
Ra
ine
r S
ing
s (s
inc
e F
ebr
1, 2
015
)
pr
uar
y
4,0
00
0
Dr.

n R
(th
h J
30
, 20
15)
aut
ert
rge
rou
g
anu
ary
0 0

Supervisory board

Supervisory board remuneration

The remuneration of the supervisory board is specifi ed in sec. 8.16 of the articles of association of WashTec AG. It comprises fi xed and variable remuneration components. Pursuant to the shareholder resolution dated May 13, 2015, the supervisory board remuneration was reconfi gured starting in fi scal year 2015. The basic fi xed remuneration for an ordinary member of the supervisory board is € 35,000 for a full fi scal year of membership on the supervisory board. The deputy chairman receives fi xed remuneration of € 70,000 for each full fi scal year, and the chairman receives € 100,000 for each full fi scal year of his membership on the supervisory board. In addition, every supervisory board member will receive a fee of € 1,500 for each meeting of the supervisory board and its committees that they attend. Every supervisory board member will also receive € 500 for each cent by which the consolidated earnings per share (as determined in accordance with IFRS) exceeds the comparable amount of the prior fi scal year.

Each member of a committee (with the exception of the audit committee) will receive an additional fi xed remuneration of € 2,500. The chairman of the committee (with the exception of the audit committee) will receive an additional fi xed remuneration of € 5,000. Each member of the audit committee will receive an additional fi xed remuneration of € 5,000, and the chairman will receive remuneration of € 10,000.

The fi xed and performance-based total remuneration as well as the meeting attendance fee are limited to a maximum total of € 75,000 for each regular supervisory board member, while the remuneration for the chairman of the audit committee will be limited to maximum total of € 100,000, the remuneration for the deputy chairman of the supervisory board will be limited to a maximum total of € 150,000, and the remuneration for the chairman of the supervisory board will be limited to a maximum total of € 200,000.

Any supervisory board members, who were on the supervisory board for only part of the fi scal year, will be paid a proportionately lower fi xed and performance-based remuneration.

The Company has not paid any remuneration or granted any benefi ts to the members of the supervisory board during the 2015 fi scal year for services rendered personally by them (sec. 5.4.6 of the Code).

Pursuant to § 8.16 of the articles of association, the annual general meeting of the shareholders also approved a Long Term Incentive Program (LTIP) for the supervisory board, which provided for a personal investment in WashTec shares on or before June 30, 2015 as a precondition for participating in the program (Chairman maximum 25,000 shares, all others maximum 5,000 shares). The stipulated performance targets (benchmarks) were an EBIT target, an ROCE target and EPS target. The bases for the determination of targets were the key performance indicators for fi scal year 2014. Depending on whether one, several or all of the targets are fulfi lled, a diff erent multiplier will be used for calculating the bonus payment which results from the sum of the reference rate, number of shares and multiplier. The bonus payment is due and payable in fi scal year 2019. The right to that payment will exist only if, at that point in time, the supervisory board member is still on the supervisory board and still holds shares in the Company. The supervisory board members, Dr. Blaschke, Mr. Bellgardt, Dr. Hein, Mr. Lacher and Dr. Liebler are participating in the LTIP with the maximum number of shares.

The total remuneration of the supervisory board members in 2015 amounted to € 1,639k (prior year: € 343k). The fair value of the LTIP in the period of granting was € 970k (prior year: € 0k).

Shares held by members of the supervisory board developed as follows:

Sh
s h
eld
by
ber
f th
iso
boa
rd
(un
its)
are
m
em
s o
e s
up
erv
ry
20
15
20
14
Dr.

r B
las
chk
nte
e
50,
000
50,
000
Ulr
ich
Be
llga
rdt
25,
000
25,
000
Jen
s G
roß
e-A
ller
*
ma
nn
0 0
Dr.

He
in
ren
5,0
00
0
Rol
and
La
che
r
5,0
00
0
Dr.
Ha
Lie
ble
ns
r
5,0
00
0

* Mr. Große-Allermann sits on the management board of the investment company, Investment aktiengesellschaft für langfristige Investoren TGV, which – according to the notifi cation dated July 31, 2009 – held 758,358 voting shares (5.43%) of WashTec AG.

Share-based remuneration through cash settlement

There are contracts in place with members of the management board and supervisory board that provide for share-based remuneration. The fair value of the LTIP as of December 31, 2015 was calculated on the basis of a valuation model recognized under IFRS 2 and can be shown as follows:

In €
k
20
15
20
14
Ob
liga
tio
risi
fro
LTI
P
n a
ng
m
1,1
04
0
To
tal
1,1
04
0

The obligation is recognized on the balance sheet under non-current liabilities.

The personnel expense recognized under the Long Term Incentive program (LTIP) can be shown as follows:

In €
k
20
15
20
14
LTI
P e
xpe
nse
s
04
1,1
0
To
tal
04
1,1
0

Former members of the management board

There were also pension obligations owed to a former management board member and to survivors of a former management board member in the amount of € 245k (prior year: € 252k), which are covered by a relief fund [Unterstützungskasse].

38. Notes after the balance sheet date

No signifi cant events occurred after the balance sheet date.

Augsburg, March 23, 2016

WashTec AG

Dr. Volker Zimmermann Karoline Kalb Rainer Springs Stephan Weber Spokesman of the Member of the Member of the Member of the Management Board Management Management Management Board Board Board

Responsibility Statement

»To the best of our knowledge, and in accordance with the applicable reporting principles, the consolidated fi nancial statements give a true and fair view of the assets, liabilities, fi nancial position and profi t or loss of the Group, and the group management report presents a fair view of the development and performance of the business and the position of the group, together with a description of the principal opportunities and risks associated with the expected development of the Group.«

Augsburg, March 23, 2016

Dr. Volker Zimmermann Karoline Kalb Rainer Springs Stephan Weber Spokesman of the Member of the Member of the Member of the Management Board Management Management Management

Board Board Board

The Group Management Report Consolidated Financial Statements // Notes Further Information 135

Further Information

136

's
Au
d
ito
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t .
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or
. .
. .
. .
. .
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(
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) .
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B
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. .
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8
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h
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W
l
dw
i
de
as
c
or
. .
. .
. .
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. .
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ina
ia
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l
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In
at
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rm
,
. .
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14
1

Auditor's Report

We have audited the consolidated fi nancial statements prepared by the WashTec AG, comprising the income statement, statement of comprehensive income, balance sheet, cash fl ow statement, statement of changes in equity and the notes to the consolidated fi nancial statements, together with the group management report of WashTec AG, which is combined with the management report of the company for the business year from January 1 to December 31, 2015. The preparation of the consolidated fi nancial statements and the group management report in accordance with the IFRSs, as adopted by the EU, and the additional requirements of German commercial law pursuant to § 315a para. 1 HGB (»Handelsgesetzbuch«: German Commercial Code) is the responsibility of the parent Company's Management Board. Our responsibility is to express an opinion on the consolidated fi nancial statements and on the group management report based on our audit.

We conducted our audit of the consolidated fi nancial statements in accordance with § 317 HGB and German generally accepted standards for the audit of fi nancial statements promulgated by the Institut der Wirtschaftsprüfer (Institute of Public Auditors in Germany) (IDW). Those standards require that we plan and perform the audit such that misstatements materially aff ecting the presentation of the net assets, fi nancial position and results of operations in the consolidated fi nancial statements in accordance with the applicable fi nancial reporting framework and in the group (combined) management report are detected with reasonable assurance. Knowledge of the business activities and the economic and legal environment of the Group and expectations as to possible misstatements are taken into account in the determination of audit procedures. The eff ectiveness of the accounting-related internal control system and the evidence supporting the disclosures in the consolidated fi nancial statements and the combined management report are examined primarily on a test basis within the framework of the audit. The audit includes assessing the annual fi nancial statements of those entities included in consolidation, the determination of the entities to be included in consolidation, the accounting and consolidation principles used and signifi cant estimates made by the Company's Management Board, as well as evaluating the overall presentation of the consolidated fi nancial statements and the group management report. We believe that our audit provides a reasonable basis for our opinion.

Our audit has not led to any reservations.

In our opinion based on the fi ndings of our audit, the consolidated fi nancial statements comply with the IFRSs as adopted by the EU and the additional requirements of German commercial law pursuant to § 315a para. 1 HGB and give a true and fair view of the net assets, fi nancial position and results of operations of the Group in accordance with these requirements. The combined management report is consistent with the consolidated fi nancial statements and as a whole provides a suitable view of the Group's position and suitably presents the opportunities and risks of future development.

Munich, March 23, 2016

PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft

Wirtschaftsprüfer Wirtschaftsprüfer

Andreas Eigel per procura Sebastian Stroner

Financial Statements of WashTec AG – Balance Sheet (HGB)

As
set
s
De
c 3
1, 2
015
De
c 3
1, 2
014
A.
No
ent
set
n-c
urr
as
s
uip
I.
Pro
lan
nd
ty,
t a
nt
per
p
eq
me
Fix
nd
fi tt
ing
tur
e a
s
34
,00
3
16,
912
Fi
cia
II.
l A
ts
nan
sse
Sh
s in
iate
d c
ies
are
as
soc
om
pan
12
8,0
48,
510
128
,04
8,5
10
128
,08
2,5
13
128
,0
65,
422
B.
Cu
nt
ets
rre
ass
cei
I.
Re
vab
les
d o
the
ts
an
r a
sse
1. R
iva
ble
s fr
iate
d c
ies
ece
om
as
soc
om
pan
23
,3
69,
313
29,
41
6,5
51
2. O
the
set
r as
s
6,9
73,
033
3,1
32,
856
the
f m
th
ar €
49
,80
9.5
2
reo
ore
an
one
ye
(pr
ior
r €
97
,24
7.1
6)
yea
30,
342
,34
6
32,
549
,40
7
II.
Ca
sh
2,3
97
3,0
94
2,3
97
3,0
94
id e
C.
Pre
pa
xp
ens
es
55
,05
6
36,
504
To
tal
set
as
s
15
8,4
82,
312
160
654
,42
7
,
uit
Lia
bil
itie
Eq
nd
y a
s
De
c 3
1, 2
015
De
c 3
1, 2
014
A. uit
Eq
y
I. rib
ita
Su
bsc
ed
l
cap
40
,00
0,0
00
40,
000
,00
0
Con
ting
ital
ent
ca
p
8,0
00,
000
8,0
00,
000
Tre
har
asu
ry s
es
– 1
,70
1,7
88
–12
7,9
95
38,
298
,21
2
39,
872
,00
5
II. ita
Ca
l re
p
ser
ve
90
,84
4,9
59
90,
844
,95
9
III. tai
rni
Re
ned
Ea
ng
s
22
,98
3,
637
24,
415
,90
5
152
,12
6,8
08
155
,13
2,8
69
B. vis
ion
Pro
s
1. P
isio
for
ta
rov
ns
xes
56
,1
62
600
,39
5
2. O
the
isio
r p
rov
ns
4,2
95,
565
2,5
44,
38
1
4,3
51,
726
3,1
44,
776
C. Lia
bil
itie
s
1. T
rad
e li
abi
litie
s
63
,20
7
4,9
36
2. L
iab
iliti
affi
liat
ed
ies
to
es
com
pan
81
5,3
79
737
602
,
3. O
the
r li
abi
litie
s
1,1
25,
192
1,
634
,24
4
the
f fr

1,1
12,
203
(p
rio

1,
622
,01
0)
ta
reo
om
xes
r y
ear
the
f fo
cia
l se
ity
€ 9
648
(p
rio

11,
255
)
reo
r so
cur
r y
ear
,
2,0
03,
779
2,3
76,
783
To uit
liab
ilit
ies
tal
nd
eq
y a
15
8,4
82,
312
160
654
,42
7
,

Financial Statements of WashTec AG – Income Statement (HGB)

De
c 3
1, 2
015
De
c 3
1, 2
014
Rev
enu
es
163
3,4
78,
16,
1,3
222
Oth
ing
in
rat
er
ope
com
e
48
7,3
25
5,9
49
the
f fr
cha
ff ec
ts €
61
.03
(pr
ior
r €
9.3
6)
rat
reo
om
ex
nge
e e
yea
65,
3,9
489
1,3
22,
171
Per
al e
son
xpe
nse
s
rie
a)
Wa
d s
ala
ges
an
s
649
685
– 4
,
,
– 2
,33
2,2
75
Soc
ial
uri
sio
efi t
b)
nd
oth
ben
ty,
sts
sec
pen
n a
er
co
56
– 5
9,4
– 4
1,7
31
th
of f
ld-a
sio
ns €
–2
7,9
22
(pr
ior
r €
– 10
,26
4)
ere
or o
ge
pen
yea
– 4
,70
9,1
41
06
– 2
,37
4,0
iza
tio
eci
atio
imp
air
of
inta
ible
Am
n, d
nd
ort
nt
set
epr
n a
me
ng
as
s
ipm
and
lan
nd
rty,
t a
ent
pr
ope
p
equ
665
– 9
– 6
6
,42
,
Oth
ing
rat
er
ope
ex
pen
ses
– 2
,44
3,9
57
69
–1,
1,5
55
the
f fr
cha
ff ec
ts €
– 2
27
(pr
ior
r €
650
)
4,5
– 1,
rat
reo
om
ex
nge
e e
yea
62,
763
– 7
,1
– 4
,07
1,9
87
– 3
,19
7,2
75
16
– 2
,74
9,8
ling
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WashTec Worldwide

Subsidiaries

Australia

WashTec Australia Pty. Ltd. 21 Burrows Road South AU-St. Peters NSW 2044 Phone +61 2 8394 5002Fax +61 2 8394 [email protected]

Austria

WashTec Cleaning Technology GmbH Wehlistraße 27 bA-1200 ViennaPhone +43 1 3343065-0Fax +43 1 3343065150offi [email protected]

Belgium

WashTec Benelux NVHumaniteitslaan 415BE-1190 BrusselsPhone +32 2376 0035Fax +32 2376 [email protected]

Canada

WTMVII Cleaning Technologies Canada, Inc. 623 South Service Road, Unit 1 CA-Grimsby, Ontario, Canada L3M 4E8Phone +1 8666 589274Fax +1 2892 [email protected]

China

WashTec Car Cleaning Equipment (Shanghai) Co., Ltd. Building 1, No. 5343 Nanting Road,Tinglin, CN-Shanghai 201505 Phone +86 021 3728 3217-816Fax +86 021 3728 [email protected]

Denmark

WashTec A/SGuldalderen 10DK-2640 HedehusenePhone +45 46 557732Fax +45 46 [email protected]

France

WashTec France S.A.S.84, Avenue Denis Papin FR-45808 St. Jean de Braye Phone +33 238 607073Fax +33 238 607071 [email protected]

Italy

WashTec S.r.l. Via Achille Grandi 16/EI-15033 Casale MonferratoPhone +39 1427 6364Fax +39 142 453704 [email protected]

Netherlands

WashTec BeneluxRadonstraat 9NL-2718 SV ZoetermeerPhone +31 793 683720Fax +31 793 683725 [email protected]

Norway

WashTec Bilvask Bedriftsveien 6N-0950 OsloPhone +47 22 918180Fax +47 22 [email protected]

Poland

WashTec Polska Sp. z o.o. ul. Sienna 73 PL-00-833 Warsaw Phone +48 782 402999 [email protected]

Spain

WashTec Spain, S.A.U. C/Isla Graciosa, 1 ES-28703 San Sebastián de los Reyes (Madrid) Phone +34 91 6636070Fax +34 91 [email protected]

Sweden

WashTec Nordics ABGrönkullenSE-51781 Bollebygd Phone +46 33 [email protected]

United Kingdom

WashTec UK Ltd.Unit 14A Oak Industrial EstateChelmsford Rd.Great DunmowUK-Essex CM6 1XNPhone +44 1371 878800Fax +44 1371 [email protected]

USA

Mark VII Equipment Inc. 5981 Tennyson Street US-CO-80003 ArvadaPhone +1 303 4324910Fax +1 303 [email protected]

Distributors

An up-to-date overview of our international sales partners can be found online at www.washtec.de

Financial Calendar

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1, 2
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Eq
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Fo
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Publishing Information

Pu
blis
her
Wa
shT
AG
ec
Arg
ße
7
tra
ons
86
153
Au
bu
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ash
Tec
AG
oto
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age

Contact

WashTec AG Phone +49 821 5584-0Argonstraße 7 Fax +49 821 5584-1135 86153 Augsburg www.washtec.de [email protected]