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Westag AG Annual Report 2013

Mar 31, 2014

486_10-k_2014-03-31_c2e6e6c7-1cc5-4fbd-b65a-a28cc104b3fc.pdf

Annual Report

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FINANCIAL REPORT 2013

WESTAG & GETALIT AG AT A GLANCE

2013 2012 2011 2010 2009
Sales (in € '000) 224,160 227,401 227,062 216,626 201,411
Change over the previous year in percent - 1.4 % 0.1 % 4.8 % 7.6 % - 11.0 %
Export sales (in € '000) 46,158 48,851 48,715 42,802 39,246
Change over the previous year in percent - 5.50 % 0.3 % 13.8 % 9.1 % - 29.1 %
Export share 20.6 % 21.5 % 21.5 % 19.8 % 19.5 %
Investments (in € '000) 1) 12,416 10,521 11,066 9,375 9,793
Change over the previous year in percent 18.0 % - 4.9 % 18.0 % - 4.3 % - 51.3 %
Depreciation (in € '000) 10,066 9,746 9,325 9,477 9,388
Change over the previous year in percent 3.3 % 4.5 % -1.6 % 0.9 % 4.1 %
Cost of materials ratio 48.7 % 50.5 % 51.1 % 49.0 % 47.3 %
Staff cost ratio 31.4 % 30.5 % 29.5 % 30.2 % 31.6 %
Number of employees as of December 31 2) 1,284 1,287 1,282 1,244 1,226
Change over the previous year in percent - 0.2 % 0.4 % 3.1 % 1.5 % - 2.9 %
EBITDA (in € '000) 21,202 20,080 20,873 24,151 23,899
Change over the previous year in percent 5.6 % -3.8 % - 13.6 % 1.0 % - 0.1 %
EBIT (in € '000) 8,786 10,334 11,548 14,674 14,511
Change over the previous year in percent - 15.0 % - 10.5 % - 21.3 % 1.1 % - 2.5 %
EBT (earnings before tax. in € '000) 9,111 10,766 11,760 15,060 14,930
Change over the previous year in percent - 15.4 % - 8.5 % -21.9 % 0.9 % - 2.6 %
Net profit (in € '000) 6,437 7,465 8,208 10,660 10,510
Change over the previous year in percent - 13.8 % - 9.1 % -23.0 % 1.4 % - 2.6 %
Return on sales before taxes 4.1 % 4.7 % 5.2 % 7.0 % 7.4 %
ROCE 8.2 % 9.3 % 10.4 % 14.5 % 14.9 %
Operating cash flow (in € '000) 3) 22,905 17,392 9,824 16,529 19,977
Change over the previous year in percent 31.7 % 77.0 % - 40.6 % -17.3 % - 3.2 %
Equity ratio 68.2 % 69.2 % 70.9 % 69.6 % 71.9 %
Return on equity 6.0 % 7.1 % 7.7 % 10.2 % 10.4 %
Number of shares 4) 5,720,000 5,720,000 5,720,000 5,720,000 5,720,000
Earnings per ordinary share (EPS. in €) 5) 1.16 1.35 1.48 1.92 1.84
nge over the previous year in percent - 14.1% - 8.8% - 22.9 % 4.3 % - 2.6 %
Earnings per preference share (EPS. in €) 5) 1.22 1.41 1.54 1.98 1.84
Change over the previous year in percent - 13.5 % - 8.4 % - 22.2 % 7.6 % - 2.6 %
Book value per share (in €) 18.72 18.45 18.65 18.21 17.60
Change over the previous year in percent 1.5 % - 1.1 % 2.4 % 3.5 % 8.6 %
Dividend per ordinary share (in €) 6) 0.94 0.94 0.94 0.94 0.94
Change over the previous year in percent 0.0 % 0.0 % 0.0 % 0.0 % 113.6 %
Dividend per preference share (in €) 6) 1.00 1.00 1.00 1.00 1.00
Change over the previous year in percent 0.0 % 0.0 % 0.0 % 0.0 % 100.0 %

1) Including intangible assets

2) Including trainees

3) Equivalent to operating cash flow excl. investments held as current assets

4) 50% ordinary shares and 50% preference shares each (2,860,000 shares each)

5) Since 2010, earnings per share have been calculated separately for ordinary shares and preference shares in accordance with IAS 33

6) For 2013 subject to the resolution of the Annual General Meeting on August 26, 2014

Figures for 2012 partly adjusted (IAS 19)

CORPORATE STRUCTURE

Divisions Plywood/Formwork Doors/Frames
Products Formwork panels
Vehicle panels
Industry floors
Stage floors
Sandwich panels
Technical/high-performance doors/frames
Fire/smoke protection
Acoustic door sets
Burglar-resistant systems
Living space doors/frames
Lattice walls
Special doors
Sales focus Construction industry
Automotive industry
Wagon building
Plant engineering
Timber traders
Builders' merchants
DIY stores
Builders' hardware distributors
Dry liners
Export focus Europe Europe
Sales € 28.6 million € 114.7 million
Export share 27.4 % 14.3 %
Locations Rheda-Wiedenbrück Rheda-Wiedenbrück

Our optimised formwork panels produce immaculate concrete surfaces – in precast concrete works and on the construction site.

Thanks to their varied surface textures, our Style doors permit to add haptic touches both in private homes and in public and commercial projects.

Modern worktops and matching glass back wall systems open up creative possibilities in the kitchen.

CONTENTS 2

Letter to Shareholders

5 Supervisory Board Report
--- -------------------------- -- --

10 The Company

10 Management Board
11 Westag & Getalit AG
12 Plywood/Formwork Division
16 Doors/Frames Division
20 Laminates/Elements Division
24 Energy Management
28 The Westag Share

Employees

30

32 Management Report

Financial Statements

54 Balance Sheet (IFRS)
56 Income Statement (IFRS)
57 Cash Flow Statement (IFRS)
58 Statement of Changes in Equity (IFRS)
59 Notes (IFRS)
67 Notes to the Income Statement
71 Notes to the Balance Sheet
83 Additional Disclosures
92 Auditor's Report (IFRS)
94 Balance Sheet (HGB)
96 Income Statement (HGB)
97 Auditor's Report (HGB)
98 Financial Calendar
99 Editorial Information

Letter to Shareholders

Dear Readers,

2013 was the first year since the beginning of the European financial and sovereign debt crisis to see an improvement in general macroeconomic sentiment. It was nevertheless a mixed year for Europe. On the one hand, the situation in some troubled economies stabilised somewhat last year due to low interest rates and other bail-out measures; on the other hand, this failed to have a noticeable effect on consumption behaviour in our European neighbouring countries. Accordingly, the situation was not positive in all sectors in 2013. This is confirmed by a look at Germany's highly export-dependent industrial sector, which demonstrates that the export situation to other European markets remains difficult for certain sectors.

A look at the German economy shows a mostly positive picture for the construction-related sectors. This is also reflected in figures published by the Federal Statistical Office for incoming orders in the construction sector. Again, however, it was the persistently strong housing construction sector that caused a notable upward trend, while the commercial and public building construction sector delivered a less impressive performance. Seen over the year as a whole, however, the generally good performance of the construction sector was adversely affected by the long winter. This put a damper on construction activity.

As a result, business for Westag & Getalit AG was mixed, too. After three years of growth, our sales revenues declined by a moderate 1.4% to € 224 million in 2013. This reduction is primarily attributable to the difficult situation in our export markets, which remained unstable throughout the year, the seasonally difficult start to the year and the persistently tight situation for our formwork activities.

Against this background, our divisions, which are positioned differently in their respective markets, did not perform consistently. The situation in the Doors/Frames Division was positive. Sales revenues increased for the tenth consecutive time, albeit only moderately this time to just below € 115 million. Our broad range of domestic and project doors proved to be an advantage, primarily thanks to strong housing construction activity. The sales situation in the Plywood/Formwork Division was much more difficult, as the division operates in a difficult market environment characterised by high competitive pressure. As a result, sales revenues declined sharply by 11% to just below € 29 million. At a good € 74 million, sales revenues in the Laminates/Elements Division remained almost unchanged in the past fiscal year. As this is our most export-driven division, sales revenues were primarily affected by the weak demand in our foreign markets.

Declining by 15.7% to € 9.1 million, earnings before taxes were not satisfactory. The fact that earnings in 2013 remained below the prior year level is mainly attributable to the above-mentioned reduction in sales revenues and the strong competition, which compressed margins. In addition, the long winter led to reduced capacity utilisation in the sector, thereby increasing competitive pressure and weighing on prices. While the reorganisation of the Plywood/Formwork Division has largely been completed, the restructuring measures still weighed on the bottom line in 2013.

To improve the often-described situation in the Plywood/Formwork Division in the long term, the company made a forward-looking decision and merged the Plywood/Formwork Division with the Laminates/Elements Division with effect from January 1, 2014. The new Surfaces/Elements Division will continue to offer our customers the full range of products, while at the same time improving our internal efficiency. We will thus use the resulting synergies both in the production and in the distribution of our products.

To ensure the future viability of our company, we made investments of a good € 12 million. In our Wadersloh plant a central boiler system was installed which supplies the entire plant with heat and thus increases our energy efficiency even further. We also invested in the extension of the halls and land at the Rheda-Wiedenbrück plant, thus clearly extending the space available for expansion. Further investment projects include the purchase of a processing line for the doors production plant and another double belt press for the production of laminates. These large-scale investment projects, which were started in 2013, will be completed in 2014 in the context of the investments in excess of € 15 million planned for the current fiscal year.

Although earnings per preference share declined to € 1.22 (€ 1.16 per ordinary share), we will again pay out an attractive dividend, as we are generally optimistic about the future. The Management Board and the Supervisory Board therefore decided to propose an unchanged dividend of € 0.94 per ordinary share and of € 1.00 per preference share for the fiscal year 2013 to the Annual General Meeting. Shares in Westag & Getalit AG thus continue to offer an attractive dividend yield of 5.8%.

The outlook for the current fiscal year remains difficult. While we generally expect the situation to stabilise and project a positive trend for the construction sector, economic developments in our export markets remain uncertain. If experts' projections regarding the construction sector materialise, we expect to see continued strong housing construction activity and an improved situation in Germany's public and commercial building construction sector. Based on these expectations, we see potential for commensurate sales growth also for Westag & Getalit AG.

Earnings in 2014 will largely depend on our ability to normalise the margins which have come under pressure as well as on the effects of the merger of our Plywood/Formwork and Laminates/Elements Divisions.

Basically, the signs to date and the positive order intake at the beginning of the year make us optimistic that earnings will improve in 2014. The ongoing optimisation of our processes and the adjustment of our product segments to customers' requirements will lay a good basis for profitable growth.

Our motivated employees will play an important role in this context. We would like to take the opportunity to thank them once again for their commitment and their achievements in the past year. Building on the general orientation of our organisation, we will be able to jointly shape a positive future for our company.

We would also like to thank you, dear shareholders, for the confidence placed in us. We are looking forward to continuing our trusting relationship.

Rheda-Wiedenbrück, March 20, 2014

The Management Board

REPORT OF THE SUPERVISORY BOARD

Pedro Holzinger Chairman of the Supervisory Board

Dear Readers,

The fiscal year 2013 again presented considerable challenges for Westag & Getalit AG. Our export activities were adversely affected by the weak economic activity in our output markets. While the economic situation in Germany was much better, overcapacities in our line of industry led to stagnating sales and to the prices of our products not keeping pace with rising personnel expenses. In spite of considerable efforts, sales revenues were therefore slightly lower than in the previous year, while earnings declined more strongly. The restructuring of the Plywood/ Formwork Division also turned out to be more difficult than originally expected.

In the fiscal year 2013, the Supervisory Board performed the controlling and advisory tasks imposed on it by law, the statutes, the German Corporate Governance Code and the rules of procedure. We regularly advised the Management Board on the management of the company and continuously monitored its conduct of business. We discussed all material business events requiring the approval of the Supervisory Board and passed the respective resolutions. The Management Board informed us in a regular, timely and comprehensive manner about the business performance, the financial situation of the company, its investments as well as about important individual events and activities. We received from the Management Board a monthly statement of income. Prior to each Supervisory Board meeting, except for the meeting following the Annual General Meeting, we received a comprehensive written report from the Management Board. These reports were discussed in detail at the Supervisory Board meetings. We were immediately informed of any deviations of the business performance from the plans. The Chairman of the Supervisory Board was immediately informed of all important events, transactions and developments. Moreover, the Chairman of the Supervisory Board regularly met with the Management Board Spokesman and with other Management Board members to discuss the latest business trends and special situations. There were no conflicts of interest on the part of the members of the Management Board and the Supervisory Board requiring disclosure to the Supervisory Board.

Meetings of the Supervisory Board

One Supervisory Board meeting was held per quarter. All of these meetings were attended by all members of the Supervisory Board and the Management Board as well as one representative of the auditors. The Supervisory Board meetings were characterised by open, factual and constructive talks.

The main items on the agenda of the Supervisory Board meeting on March 14, 2013 were the audit and the approval of the company's financial statements for the year ended December 31, 2012. In this context, we addressed the further development of depreciation schemes for our inventories, taking into account the respective days of sales in inventory. Other items on the agenda included the reorganisation of the Plywood/Formwork Division, the unsatisfactory payment behaviour of a large DIY store chain and the performance of our branch in Watford, UK.

The Supervisory Board meeting on May 16, 2013 focused on Management Board member Sander's presentation of the concept for the further development of the Laminates/Elements Division and the integration of the Plywood/Formwork Division into this division. The meeting also discussed the possibilities for extending our plant in Rheda-Wiedenbrück. We also discussed and adopted the agenda for the Annual General Meeting on July 23, 2013.

At the constituent Supervisory Board meeting on July 23, 2013 after the AGM, Mr Holzinger was re-elected Chairman and Mr Pampel was re-elected Vice Chairman of the Supervisory Board. We also defined the composition of the committees of the Supervisory Board. The auditor elected at the previous Annual General Meeting was commissioned to audit the annual accounts for the year 2013. In view of the tougher environment in the DIY store sector, we consulted with the Management Board about the possibilities to increase earnings in this sector again in the medium and long term.

At the meeting on December 12, 2013, we addressed the earnings trend in the first nine months of the year, which was below the prior year level. The reasons were explained to us and we discussed with the Management Board members the planned measures as well as future measures to be planned in order to improve the company's profitability. We approved the proposed integration of the Plywood/Formwork Division into the Laminates/Elements Division. We also adopted a new version of the Management Board's and the Supervisory Board's Declaration of Conformity pursuant to section 161 of the German Stock Corporation Act (AktG). We approved the positive result of the Audit Committee's efficiency review of the Supervisory Board activity as well as the focal points of the annual audit agreed between the Audit Committee and the auditor. Another item on the agenda was the regular consultation on the earnings and investment plans for the fiscal year 2014, which were presented and outlined by the Management Board. While we approved the earnings plan, we pointed out that great importance should be attached to cutting overheads. We essentially also approved

the investment plan. To improve the cooperation between the Management Board and the Supervisory Board, the Management Board member in charge of the Doors/Frames Division, Mr Wilhelm Beckers was appointed Chairman of the Management Board. The Management Board mandate of Markus Sander was renewed for another three years until December 31, 2016.

Work of the committees

The work of the Supervisory Board is supported by the three committees it has formed. It is their task to prepare resolutions for the Supervisory Board and topics to be addressed by the Supervisory Board. In individual cases, the Supervisory Board has transferred decision-making powers to the committees. With the exception of the Audit Committee, which is led by the Vice Chairman of the Supervisory Board, Klaus Pampel, the committees are led by the Chairman of the Supervisory Board.

The Audit Committee held two meetings in the past fiscal year. Its work focused on auditing the financial statements and monitoring the accounting process, the company-wide control and risk management system and the internal auditing system. The committee also prepared the election of the auditor, in the context of which it satisfied itself of the independence of the proposed auditor and the compliance with rules on internal rotation. In accordance with the recommendation in clause 7.1.2 of the German Corporate Governance Code, the Audit Committee discussed the half-year report and the quarterly reports for the year 2013 with the Management Board in a telephone conference prior to their publication. All reports were approved for publication by the Audit Committee. Another subject of consultation was the efficiency review of the Supervisory Board activity. For this purpose, all members of the Supervisory Board received and completed a detailed questionnaire. The completed questionnaires were transmitted to the auditor, who evaluated and presented the results. On this basis, we discussed the efficiency of our work. At the bottom line, the responses from all Supervisory Board members were positive. In particular, the information supply from the Management Board, the agreement of the focal points of the audit with the auditor and the independence between the Supervisory Board members and between the Supervisory Board and the Management Board were viewed as extremely positive for the joint work. The members agreed that the possibility for each member of the Supervisory Board to propose agenda items for the individual meetings should be made more practical. Finally, we agreed the focal points of the audit with the auditor.

The Appointments and Compensation Committee met twice in the past fiscal year and prepared the appointment of Mr Beckers as Chairman of the Management Board as well as the appointment and the renewal of the management contract of Mr Sander for another three years.

The Nomination Committee met on May 16, 2013 and decided to recommend to the Supervisory Board to propose Dr. Joachim Schönbeck for election to the Supervisory Board to the Annual General Meeting on July 23, 2013.

Financial statements

Peters & Partner GmbH Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Hannover, who were elected auditors at the ordinary Annual General Meeting on July 23, 2013 and commissioned by the Supervisory Board, audited the financial statements for the fiscal year 2013 prepared by the Management Board to HGB and IFRS as well as the related Management Reports of Westag & Getalit AG. The Management Reports and the financial statements to HGB were given an unqualified audit certificate. The financial statements to IFRS, which were voluntarily prepared by the Management Board, received a qualified audit certificate, with the qualification merely referring to the segment report. We received the financial statements and the auditor's audit reports as well as the Corporate Governance Report, the compensation report and the Management Board's profit appropriation proposal in good time prior to the annual accounts meeting of the Supervisory Board. They were discussed in detail at the Supervisory Board's annual accounts meeting on March 20, 2014, which was attended by a representative of the auditors. He reported on the main results of the audit as well as the audit of the company's internal control and risk management system, which led to no complaints. We have taken note of and approved the audit reports. We reviewed the financial statements and the Management Reports. We reviewed the financial statements and the Management Reports. We agree with the result of the auditors' audit based on our own findings and endorse the financial statements and the Management Reports prepared by the Management Board. The financial statements have thus been approved. We also examined the Management Board's profit appropriation proposal, discussed it with the Management Board and accepted it.

The Supervisory Board also reviewed the related party disclosures of the Management Board. This review and the review of the auditors' report led to no objections. The report of the auditors contains the following audit certificate:

"Based on our duly performed audit and assessment, we confirm that the information provided in the report is accurate."

Due to the final result of our audit, we raise no objections against the final statement by the Management Board.

On behalf of the Supervisory Board, I would like to thank the members of the Management Board and all employees for their commitment and their successful work in the past fiscal year.

Rheda-Wiedenbrück, March 20, 2014

The Supervisory Board Pedro Holzinger Chairman of the Supervisory Board

Members of the Supervisory Board

Pedro Holzinger Businessman, Rheda-Wiedenbrück Chairman

Klaus Pampel Managing Director of Hüttenes-Albertus Chemische Werke GmbH, Meerbusch Vice Chairman

Jürgen Heite Managing Director of Thyssen'sche Handelsgesellschaft mbH, Meerbusch

Dr. Joachim Schönbeck Managing Director of SMS Meer GmbH, Mönchengladbach (since March 5, 2013)

Dietmar Lewe* Industrial Timber Processing Master, Rietberg

Reinhard Grewe* Member of the works council freed from work, Rheda-Wiedenbrück

* employee representative

Markus Sander

Graduate engineering manager 50 Director Surfaces/Elements Division Herford

Bernhard Wenninger

Graduate economist 48 Management Board Spokesman Central Division Rheda-Wiedenbrück

Wilhelm Beckers

Graduate process engineer 52 Chairman of the Management Board Doors/Frames Division Herzebrock-Clarholz

As a manufacturer of construction and finishing products made of wood and synthetic materials, we offer customised solutions in large and small batches as well as bespoke products from a single source. With a product portfolio ranging from plywood sheets for formwork and industrial floors to doors and frames to kitchen worktops, window sills and high-pressure laminates and solid surface materials, we serve numerous markets.

Due to our wide product range as well as the use of state-of-the-art manufacturing technology, we are one of the leading manufacturers of wooden and synthetic products for the European market. Since the foundation of our company in 1901, we have been growing healthily by consistently relying on our ability to innovate and our own sales and distribution resources. Numerous innovative products have been created throughout our company history. Today, some 1,300 people contribute to the success of our company at our locations in Rheda-Wiedenbrück and Wadersloh. In 2013, we generated sales revenues of € 224 million.

Our varied product range requires a suitable organisational structure which enables us to serve our markets effectively. We have therefore structured our company into operating divisions which each have their own development, production and sales organisations. General functions such as purchasing, finance and marketing are pooled in a Central Division. All divisions benefit from the resulting synergies.

Another task of the Central Division is the supply of energy. Our own co-generation plant and the CHP unit put into operation at the end of 2012 supply the heat and electric power to operate our production facilities. Any excess electricity is fed into the public grid.

Our wide product range and sales organisation, which meet the needs of our customers, as well as our sound balance sheet give our company sufficient leeway to continue our successful journey going forward.

Notes

RELIABILITY AND VERSATILITY | THE PLYWOOD/FORMWORK DIVISION

The Plywood/Formwork Division focuses on the production of panel materials for industrial applications and formwork. The combination of different support materials made of wood with a variety of coatings offers numerous options for various uses ranging from technical floor panels for industrial facilities to finishing sets for utility vehicles to formwork panels.

The Division primarily manufactures large formwork panels which are used on construction sites and in precast concrete works. It develops and produces high-quality coating films for the creation of panel materials which meet our customers' individual needs. This permits the economical and reliable realisation of fair-faced concrete surfaces which live up to the highest standards in terms of looks and appearance.

Customer value is a key aspect in the manufacturing of our products. This is reflected, for example, in the long service life of our formwork panels, which can be used many times to ensure high cost efficiency. The key to success are our coatings, which benefit from constant improvements to make them even more effective. The same applies to our panel materials for industrial floors, vehicle and coach linings as well as the fitting of sports facilities and stages. Here, properties such as resistance to abrasion and non-slip surfaces are more important, however. Such special requirements are also met by suitable coatings.

Bicoloured facade elements characterise the appearance of the "EASTSITE IV" office building in Mannheim. Our Betoplan Plus 1000 formwork panel was used to form the specifically developed anthracite and white architectural concrete mix.

Uwe Gassmann, Product Manager of the Plywood/Formwork Division: "Our further developed Betoplan top MF formwork panel is ideally suited for the production of matt and light fair-faced concrete surfaces. Its alkali-resistant coating minimises colour changes of the concrete, giving our customers even greater security

Providing dedicated advice and support to our customers during the entire process is a core task in the production of high-quality concrete surfaces.

Ongoing technical improvement ensures optimum fair-faced concrete results

Creating high-quality fair-faced concrete surfaces is a particular challenge. Optimum visual results can be achieved only if design, planning, construction material and processing are successfully coordinated.

The desired appearance of a fair-faced concrete surface is defined already during the planning phase. High-quality formwork panels therefore play a key role in the successful creation of concrete surfaces which offer the required brightness and finish. This was, for example, the case for the extension of the German Primate Centre in Göttingen, where a new multi-purpose building was constructed to intensify the centre's research activities.

Among other things, clearly defined joints and concrete surfaces that meet highest design standards were required for this construction project according to the extremely demanding building specification. Several sample walls were erected on the construction site in order to select the right concrete and formwork panels. When the results were examined, our most recently developed Betoplan top MF formwork panel was selected due to the perfect surface finish of the sample wall created with it.

This new formwork panel of our Betoplan family is our first melamine-coated large formwork panel. In addition to its technical advantages, it permits to create perfect fair-faced concrete surfaces. It is suitable for all smooth concrete surfaces with few joints that have to meet higher requirements. This panel ensures matt, plane concrete surfaces even when used many times on construction sites and in precast concrete works.

For this project in Göttingen, a total fair-faced concrete surface of 600 square metres was formed and concreted on schedule using our new melamine-coated formwork panel. The results achieved with the further developed formwork panel confirmed once again the extensive tests performed before its launch and fully satisfied the planners and decision-makers in charge of this construction project.

THE PLYWOOD/FORMWORK DIVISION

From high-quality concrete surfaces to industrial and vehicle panels meeting different technical requirements, our broad range of products offers customised solutions for a variety of applications. As a full-range supplier, we support our customers from the planning phase. Thanks to extensive advice coupled with numerous technical solutions as well as our development and manufacturing expertise, our customers benefit from a high level of service.

Our core competence is the combination of different support materials with different types of high-quality coatings specifically selected for the respective application. In order to support our customers as a partner offering state-of-the-art technical solutions for their projects, we attach great importance to the further development of our products.

The new Betoplan top MF panel is the first melamine-coated version of our proven formwork panels. It has the same properties as all other products of this series. In addition, the melamine coating offers much higher chemical and mechanical resistance, which makes the panel a lot more resistant to the contacting concrete. The Betoplan top MF formwork panel permits to realise perfect fair-faced concrete surfaces even after frequent use, thereby increasing the efficiency of concreting.

VERSATILITY AND EXPERIENCE | THE DOORS/FRAMES DIVISION

Decades of experience, high technical expertise and an attractive product design are the trademarks of our Doors/Frames Division. We offer both standard and customised products for all residential and contract applications. Our customers appreciate the unique variety of modern surface designs, different styles and special solutions and functions.

In order to meet these requirements, we attach great importance to offering our customers out-of-the-ordinary design options. Based on a holistic design approach, we therefore continuously develop design-oriented products which perfectly blend into the latest living room concepts thanks to their modern colours and decors.

Customers significantly benefited from the introduction of our "Colour Worlds" for our plastic-coated "PortaLit" and our painted "WestaLack" doors in early 2013. The combination of the trendy decors and colours with the different door series greatly increased the flexibility of our range. This resulted in a completely new variety, which is currently unique in the door industry. No matter which style the customer selects, the new concept ensures that all doors are available in matching colours.

We are constantly looking for new, innovative products and solutions to serve our customers even better.

Our doors painted in trendy colours add a fresh look to living room designs.

Michael Kamp, Head of Sales of the Doors/Frames Division: "Our Colour Worlds Collection offers customers a clear benefit: Where painted doors of the WestaLack series, for example, are to be used in a single-family

Our online media such as the Door Configurator offer our customers optimum support when it comes to selecting doors.

Configure doors online – select the right door from more than 26,000 variants with a few simple clicks

In the era of digital media and interactive use of the Internet, we constantly ask ourselves what our customers need to easily and quickly find the desired door. We answered this question by developing ideas for our new "Door Configurator". Its objective is to optimally support the selection of doors by our end users.

The initial idea has evolved into an industryleading and innovative software solution, which is made available to the markets via various sales channels.

The current version of the Door Configurator consists of four different living room situations, from which users can chose the one best matching their room and adjust it to their individual situation. A total of 182 wall colours and 25 floor variants are available for the four different living rooms. A self-explanatory filter function then helps users quickly select the desired doors and integrate them into the room.

In addition to the existing room situations, the "My Room" function of the software allows users to configure their own living rooms with doors. To get an impression of the overall look, the Door Configurator permits to insert doors in a photo of your own room.

Based on the product information of the door generated in this way, additional information can then be obtained via our retail partners. We thus not only help customers select the right doors, but also allow our distribution partners to significantly improve their customer service. The Door Configurator is available on our homepage and can be used by our customers via a link on their own website to give end users direct access to up-to-date information about our product range and thereby strengthen their door selling expertise.

The new online tool for the selection of doors is only one example of our wide range of media, which we will continue to expand going forward. Intelligent solutions which facilitate the daily work of our customers will always play an important role in this context.

THE DOORS/FRAMES DIVISION

Ambitious construction projects require a product portfolio that lives up to the highest expectations from a technical point of view as well as in terms of the range of design options and the flexibility and speed at which complex orders are processed.

Our doors and frames offer comprehensive solutions that meet these requirements. As a full-range supplier, we can provide everything from standard interior doors with a low technical requirement profile to sophisticated doors offering numerous functions for commercial and public projects.

In this context, we greatly benefit from our extremely diverse express delivery programme. In order to deliver door elements within a short period of time, we have developed an efficient system which allows us to produce and deliver customised doors and frames that meet different requirements within only three to ten days.

In order to meet these growing requirements and expand our capacities, we continuously invest in our production facilities. We have one of the most efficient door manufacturing plants in Europe, which allows us to achieve short delivery times while remaining extremely flexible at the same time. As a result, we can respond flexibly and individually to our customers' specific requirements at any time. Single items or batch sizes of 1,000, standard or high-tech, simple wooden decor or individual digital printing everything is possible and can be realised cost-efficiently thanks to our state-of-the-art production logistics.

FUNCTION AND DESIGN | THE LAMINATES/ELEMENTS DIVISION

Interior decoration materials have to be versatile and flexible in their use: From unusual design ideas in the contract and shop sector to elegant and diverse living rooms, the variety and options offered by a material are decisive for its long-term success.

Our GetaLit branded high-pressure laminates (HPL) have met this requirement since 1955 and continue to benefit from regular further development. The solid surface material marketed since 2002 under our GetaCore brand is equally successful. Both materials lend themselves to a wide range of applications. Ideally suited for kitchen worktops, they can also be used to realise extraordinary interior design ideas. Accessories such as our GetaStyle back wall systems permit numerous combinations within the range.

The contemporary design of our products which enables our customers to realise their ideas is the key to their success. In addition to the constant further development of the haptic perception of our products, we focus on new colour and decor trends. We continuously adapt our decor range to the latest trends and offer our customers a collection which always meets current market needs.

"Veneto by GetaCore" is the first marble decor for our solid surface material which imitates the high-quality look of natural stone tops.

Adela Weiss, Head of Production Management and Design of the Laminates/Elements Division: "We review our decor collections on an ongoing basis. New trends and colours provide important

We manufacture our products very meticulously in order to ensure an exceedingly high level of quality of even the most sophisticated decors and surface designs.

2014 decor and surface campaign

The development and introduction of trend-oriented decors is very important for our Laminates/Elements Division. Acknowledging that customer tastes and expectations vary greatly, we offer a broad range of products to meet these varied expectations and give customers many options to realise their own ideas. We constantly review the collections of our GetaLit, GetaCore and GetaStyle brands to continue to expand our position in the industry and trade as well as among architects and processors.

Last year, we presented our new collection for our GetaCore solid surface material to our customers. We not only revised our basic programme, but also launched a completely new decor design with the Veneto by GetaCore line. For the first time, we now offer marbled decors which combine the high-quality appearance of natural stone with the advantages of our modern material.

Our decor campaign will be continued this year. At the 2014 trade fairs we will present 59 innovations for the new collection of our GetaLit high-pressure laminate, which comprises a total of about 600 decors. In addition to the high number of decors, the coordination of the individual colours within the range is also very important. This is why we systematically analysed the latest colour trends to draw important inspirations for the composition of the collection, which

now covers all styles from classic and elegant to rustic and traditional to extravagant and luxurious. Harmonised and colour-coordinated decor groups within the overall collection permit further combinations. The new wood and stone reproductions, for example, can also be combined with the plain-coloured decors in order to realise holistic design approaches.

Thanks to our high-performance production facilities, we are a strong and innovative partner capable of assisting our customers with their day-to-day challenges.

The Company

THE LAMINATES/ELEMENTS DIVISION

The Laminates/Elements Division is characterised by constant change in terms of the technical further development of our materials and in terms of the design of our attractive decors. We embrace the latest trends and offer our customers added value for their projects. We achieve this by using state-of-the-art technology such as digital printing or innovative ideas such as our laminates manufactory.

This is also reflected in the merger and renaming of our Plywood/Formwork and Laminates/ Elements Divisions. Our new combined Surfaces/Elements Division will continue to offer our customers a complete product portfolio, while we will benefit from the resulting synergies. The utilisation of our production capacity can thus be increased in the interest of our customers. At the same time, we will be able to offer directly coated panel materials in formats that will make us stand out from our competitors. In 2014, we will, for example, present a new collection of directly coated panels in colours and textures matching our GetaLit laminates.

The merger also makes sense from an operational point of view. Business segments which are relevant for both product ranges can be served better. Our industrial customers of both industries will get the products they need. The product overlap will enable us to streamline our organisation and at the same time meet the requirements of this customer group even better.

WELL CONCEIVED | OUR ENERGY CONCEPT

In the past decades, energy has become an increasingly important topic for Westag & Getalit AG. Last year, we established a certified energy management system. Experts from various fields deal with this important subject, analyse and professionally implement optimisation potentials.

In order to meet the growing internal demand and be independent from fluctuating prices, we have also made extensive investments in this area. Our co-generation plant designed to meet our specific needs has been producing large amounts of electric power and hot steam by burning wood chips for some years. Its output is used directly to operate the presses and dryers in our production facilities. The plant produces enough power and heat for the entire company plus electricity for some 18,000 households.

Last year, we moreover put our gas-fired combined heat and power plant (gas CHP unit) into operation. In combination with the co-generation plant, we are now fully independent of the energy market. This permits reliable planning. In addition, our energy concept is highly efficient and characterises our holistic corporate strategy.

Our co-generation plant is the central component of our successful energy concept.

strong pillars of our holistic energy concept and the successful certification of our own energy management guideline for all our actions."

The members of the energy management team in the control centre of our power station.

Energy management makes sense

Our certified energy management system was established about a year ago. Since then, a five-strong team has regularly discussed the implementation of energy-saving measures at our company.

The decision to introduce an energy management system was triggered by a new law adopted last year which stipulates that electricity tax refunds may only be granted to companies which have obtained an energy management certificate.

This focus has a positive effect on our results and direct benefits for us. "We have reduced our costs and at the same time help protect the environment," Energy Management Officer Heinz-Werner Fiekens says in summarising the advantages. The objective is to achieve continuous energy savings every year. All our units support the implementation of the system. Training activities help sensitise employees to the topic and an internal audit addressing more than 60 "energy" topics provides numerous ideas for implementation. The various qualifications of the members of the energy management team who come from different units complement each other excellently.

As a matter of principle, each employee is asked to contribute suggestions to the project. To do this, they do not have to perform complex cost-efficiency calculations. In Heinz-Werner Fiekens' opinion, all it often takes to identify savings potentials is to apply "common sense". Whether and when switching to a new approach actually makes sense is then assessed by our technical experts. They are also responsible for the implementation.

The buildings and installations on our premises form a complex network. Over the course of the years, many old and new parts needed to be connected. Due to this fact, many factors must be considered by the team whenever a new energy measure is envisaged. However, the existing setup also provides ample room for the creative implementation of energy management ideas that make sense.

Financial Statements

From our own power to success

In the last decades, Westag & Getalit AG's approach to "energy" has changed significantly. Changing requirements and technical innovations inspired us to develop a completely new energy concept. Our technical experts designed a customised system which not only pays off financially, but also makes us independent from power suppliers.

"Theoretically 'island operation' would be possible," says Marcus Engelhardt, Head of Technical Services. During the meeting, he explains that the energy concept is designed such that it can be operated without the provision of electricity by third parties. Our co-generation plant and our gas-fired combined heat and power plant (gas CHP unit) perfectly complement each other.

We achieve an extremely high degree of efficiency of up to 90 percent because the CHP unit is an integral part of the entire system. The electric power generated is used directly to operate the co-generation plant as well as the production facilities. "We moreover participate in the balancing power market in order to be able to respond to negative electricity price trends," Marcus Engelhardt explains the difficult system.

After a construction period of about 12 months, a new central boiler was commissioned as planned at our Wadersloh location last year. Its integration into the network allows us to expand our facilities at any time. The process heat generated by the boiler is used, among other things, to operate our production presses. With our specific energy concept, we feel well set for the future.

Investor Relations

The Annual General Meeting is the highlight of our investor relations activities.

2013 2012 2011 2010 2009
Total number of shares 1) 5,720,000 5,720,000 5,720,000 5,720,000 5,720,000
Book value per share (in €) 18.72 18.45 18.65 18.21 17.60
Ordinary share information
Number of ordinary shares 1) 2,860,000 2,860,000 2,860,000 2,860,000 2,860,000
Highest price (in €) 20.00 19.20 22.50 19.50 16.19
Lowest price (in €) 15.95 15.91 15.20 14.22 7.70
Year-end price (in €) 17.31 16.50 17.24 18.21 15.99
Net profit per share (in €) 2) 1.16 1.35 1.48 1.92 1.84
Dividend per share (in €) 3) 0.94 0.94 0.94 0.94 0.94
Dividend yield (in %) 4) 5.4 5.7 5.5 5.2 5.9
PER 3) 14.9 12.2 11.6 9.5 8.7
Preference share information
Number of preference shares 1) 2,860,000 2,860,000 2,860,000 2,860,000 2,860,000
Highest price(in €) 19.70 19.80 22.65 19.39 16.22
Lowest price (in €) 15.62 15.62 15.00 14.05 7.47
Year-end price (in €) 17.40 15.62 17.75 18.37 15.57
Net profit per share (in €) 2) 1.22 1.41 1.54 1.98 1.84
Dividend per share (in €) 3) 1.00 1.00 1.00 1.00 1.00
Dividend yield (in %) 4) 5.8 6.4 5.6 5.4 6.4
PER 3) 14.3 11.1 11.5 9.3 8.5

1) diluted and basic

2) Earnings per share have been stated separately for ordinary shares and preference shares since 2010

3) for 2012 subject to the AGM resolution on August 26, 2014

4) based on year-end prices

The capital market in 2013

2013 was a very successful year for the stock markets. There are many reasons for the good performance of the capital market in 2013. The loose monetary policies pursued by all major central banks made fixed-income securities unattractive and led to substantial value gains in the equity markets.

The shares of Westag & Getalit AG benefited from the good general sentiment in the stock markets, albeit not to the same extent. While our shares clearly outperformed the German DAX index until the end of July, they closed at € 17.40 (ordinary share) and € 17.31 (preference share) on December 30, 2013, which means that they gained 11.4% and 4.9%, respectively, in the course of the year.

Investor relations

In 2013, our investor relations activities were continued as usual. Our annual accounts press conference was held on April 30, 2013. Another highlight was our Annual General Meeting, which took place at the A2-Forum in Rheda-Wiedenbrück on July 23, 2013. To give our company exposure above and beyond these regular events, we again attended the Small Cap Conference in Frankfurt in 2013. It was very positive to see that the investors and analysts to whom our company was introduced showed great interest in Westag & Getalit.

Dividend

At the Annual General Meeting on August 26, 2014, the Management Board and the Supervisory Board of Westag & Getalit AG will propose to pay out an unchanged dividend of € 0.94 per ordinary share and of € 1.00 per preference share. The company will thus continue its reliable dividend policy. Based on the closing price of December 30, 2013, the dividend yield will amount to 5.4 % for the ordinary shares and to 5.8% for the preference shares.

Training and developing young people is a key success factor for the company.

Further training as an investment in the future

A dual or on-the-job study course is a long-term investment for both the students and the company. Westag & Getalit AG offers young, open-minded people an efficient platform for their personal and professional development. This demanding challenge has been accepted by Linda Schmitz, Lisa Erber and Kai Horstkemper, among others, who have successfully expanded their skills.

Lisa Erber, who studied timber engineering at the College of Cooperative Education in Melle, was supported by Westag & Getalit in many respects. In return, the 28-year-old agreed to work for our company for an appropriate period of time. The technology buff from Rheda-Wiedenbrück regards this agreement as a great advantage, as it gave her a feeling of security from the very beginning.

This view is shared by Kai Horstkemper, who returned to our company last year as a state-certified engineer in timber technology. Having been suspended from work for two years to study, he not only had the chance to take up his previous job, as had been guaranteed, but was offered a position as assistant to the plant manager even prior to his return.

To improve her career prospects, Linda Schmitz also decided to study for a Bachelor of Engineering degree at

Fachhochschule Südwestfalen besides her vocational training as industrial clerk. The combination of economics and technology is an entirely new approach to studying, which she finds very exciting. She learns her lessons in her spare time and attends the respective lectures on the weekend.

A meaningful combination is also what made studying so attractive to Lisa Erber. Her dual study course consisted of a constant change between theory and practice. Every three months she commuted between the College of Cooperative Education in Melle and her job at the company's in-house laboratory. "You need to be able to organise yourself. Everybody needs to develop their own strategies," she says.

It is no less important to find the form of study that best suits you. "But you also need to be willing to take some risk," is how Kai Horstkemper summarises his thoughts at the end of our interview. You need a lot of courage to leave the beaten track and to face an uncertain challenge that will pay off later in life.

Employees

Personnel information

At the end of the fiscal year 2013, the company employed 1,284 people, compared to 1,287 in the previous year. 1,085 people worked at our plant in Rheda-Wiedenbrück, while 199 people were employed at the Wadersloh plant. In addition, we employed up to 80 temporary external staff to cover peak requirements. With effect from May 1, 2013, the wages and salaries of our employees increased by 3% in terms of the basic compensation excluding extra pay and allowances. Moreover, employees received a bonus payment agreed with the works council.

Large number of trainees/employees

We attach great importance to training young people in one of 11 different professions. In 2013, the number of trainees/apprentices increased from 58 to 63, of whom 37 are trained in technical and 26 in commercial professions. 14 trainees/apprentices completed their vocational training successfully during the period. They were offered a permanent position in our company. The fact that the vast majority of them accepted this offer once again underlines our company's attractiveness as an employer.

Improving the working environment

Qualified and motivated employees are key to the sustained success of Westag & Getalit AG, which is why the company constantly aims to improve the working environment for its staff. Occupational health and safety plays an important role in this context. In cooperation with the employer's insurance liability association for the timber and metals industry, we again organised numerous training courses with the responsible managers and coordinated the participation in further seminars on different topics. In addition, we continued to implement a large number of individual measures aimed at increasing occupational health and safety. We again offered our employees a wide range of further training events, which met with an excellent response.

Notes

Management Report

GENERAL INFORMATION ABOUT WESTAG & GETALIT AG

Business model

Westag & Getalit AG is a leading European supplier of wooden and plastic products. A wide range of products, from laminated plywood panels to doors and frames to kitchen worktops and window sills to panels made from high-pressure laminates and solid surface materials, are produced at our two plants in Rheda-Wiedenbrück and Wadersloh using state-of-the-art technologies. Our operationally independent product units serve diverse markets and industries.

Controlling system

Westag & Getalit AG has a detailed, SAP-based controlling system which forms the basis for all important decisions in the divisions and at the various corporate levels. At Management Board level, the company is essentially controlled on the basis of a reporting system providing detailed monthly reports on the company's results. Key performance indicators include sales revenues, profit contribution and the result. These results are complemented at Management Board level by more detailed evaluations and performance indicators from the fields of distribution, production, purchasing, human resources and financing.

The related evaluations also form the basis for the Management Board's regular reports to the Supervisory Board.

ECONOMIC REPORT

Macroeconomic and sectoral environment

In macroeconomic terms, 2013 was a mixed fiscal year. On the one hand, the economy was influenced by ongoing uncertainty resulting from the tight public sector budgets in many European countries. On the other hand, there were positive signals for the economy, partly because of central banks' low interest rates. Economic activity in Europe nevertheless remained weak, and there was hardly any stimulation for demand from other European countries, whose efforts to manage the consequences of the financial crisis influence consumers' spending behaviour.

The situation in Germany was somewhat better. The low interest rates primarily benefited the private construction sector, which is also reflected in housing construction figures. In 2013, this segment of the construction sector again achieved the strongest growth. By contrast, activity in the public and commercial construction sector remained moderate. Both segments improved only slightly on the previous year. This was due, among other things, to the difficult start to the year, as the construction sector was hit hard by the long winter, which also had an impact on economic and price developments in the following quarter.

The European economy continues to face a challenging environment

Business in 2013

Sales revenues in the Plywood/Formwork Division declined by 10.6%

The Europe-wide economic situation was also reflected in the business trend of Westag & Getalit AG. Sales revenues declined by a moderate 1.4% to € 224.2 million (previous year: € 227.4 million). Our sales performance in 2013 and the deviation from our original forecast were due, among other things, to the continued difficult market situation for our plywood and formwork panels. Moreover, it was not possible to fully offset the weather-related declines of the first two quarters in the later course of the year. In addition, the difficult situation in neighbouring countries had an adverse impact on exports of our products.

* Total sales revenues include revenues of € 6.5 million (2012: € 6.7 million) generated by the cogeneration unit, which are not shown as a separate column.

Sales revenues in the Plywood/Formwork Division declined by 10.6%

Plywood/Formwork

Operating in a fiercely contested market, the Plywood/Formwork Division was adversely affected by last year's long winter, which had a negative impact on the situation in the construction sector. In addition, demand from the division's export markets declined even further.

Due to the above factors and because of continued weak demand in the public and commercial building construction sector, the division reported a 10.6% decline in sales revenues to € 28.6 million (previous year: € 32.0 million) in the reporting period. Export sales dropped sharply by 15.6% to € 7.9 million (previous year: € 9.3 million). Accordingly, the export share fell to 27.4% from 29.0% in the previous year.

In response to the situation and the difficult market environment, the division implemented a number of restructuring measures in the past year. In this context, the division was merged with the Laminates/Elements division with effect from January 1, 2014. The new Surfaces/ Elements Division continues to offer the full product range while benefiting from synergies in both production and distribution.

Doors/Frames

The Doors/Frames Division continued to grow in spite of the difficult export situation and reported a moderate increase in sales revenues. This positive development is primarily attributable to persistently strong housing construction activity and our well-matched range of domestic doors and frames. As our range of doors serves a broad spectrum, we were able to offset the low demand in the public and commercial building construction sector and to grow the business.

Sales revenues of the Doors/Frames Division increased by 0.7% to € 114.7 million in 2013 (previous year: € 113.9 million). Here, too, the poorer sales situation in other European markets led to a decline in export sales, which was down by 3.6% on the previous year's € 17.1 million to € 16.4 million. The export share stood at 14.3% (previous year: 15.0%).

Laminates/Elements

Due to its relatively high export share, the situation in the European markets is of special importance for the Laminates/Elements Division. Although business in our home market remained stable, it was insufficient to fully offset the weak demand in our target markets.

Accordingly, the division reported a moderate 0.7% decline in sales revenues to € 74.3 million (previous year: € 74.8 million). Export sales dropped by 2.8%, sending foreign sales revenues falling to € 21.9 million (previous year: € 22.5 million). The export share declined from 30.1% to 29.5%.

Sales revenues in the Doors/Frames Division increased by a moderate 0.7%

Sales revenues in the Laminates/Elements Division declined by a moderate 0.7%

Exports

Export share drops to 20.6% as export situation remains difficult across all divisions

Exports were again affected by great uncertainty in the reporting period. In addition, the public sector's austerity measures and the spending behaviour of the private sector in other European countries had an adverse impact on our exports. Reflecting the general sentiment in our target markets, exports declined by 5.5% from the previous year's € 48.9 million to € 46.2 million in 2013. Accordingly, the export share fell to 20.6% (previous year: 21.5%).

Position

Earnings position

Earnings declined by 15.7% to € 9.1 million Declining by 15.7% from the previous year's 10.8 million to € 9.1 million, earnings before income taxes were not satisfactory. While commodity prices remained relatively stable for all our divisions and the operating activities of the Plywood/Formwork Division were largely stabilised in the course of the year, earnings continue to be affected by the restructuring measures in this division. The above-mentioned long and hard winter not only weighed on the bottom line in the form of lower sales revenues but also led to growing price pressure in the markets, which had an adverse impact on our margins. Competitors faced similar problems as a result of seasonal delays, and many of them tried to offset capacity utilisation problems by lowering their prices. The bankruptcy of a major customer in the DIY store sector additionally weighed on our bottom line in 2013.

To improve the situation in the Plywood/Formwork Division in the long term, the company made a forward-looking decision and merged the Plywood/Formwork Division with the Laminates/Elements Division with effect from January 1, 2014. This will enable us to effectively leverage the potential in production and the production-related areas as well as in distribution.

The fact that the cost of materials as a percentage of total output declined from 50.5% to 48.7% is primarily attributable to a change in the product mix. Personnel expenses as a percentage of sales increased from 30.5% to 31.4% in 2013. With the headcount remaining almost constant, the increase is attributable to a pay rise and the moderate decline in sales revenues, which had a negative impact on the ratio between personnel expenses and sales revenues. Depreciation/amortisation increased from € 9.7 million to € 10.1 million in 2013. Other operating expenses amounted to € 28.2 million in the reporting period, up on the previous year's € 26.2 million. The increase was primarily attributable to the optimisation of our production processes, especially in the field of energy generation. As in the previous year, energy generation made a positive contribution to the result.

Net profit declined in sync with earnings before tax and came in at € 6.4 million, compared to € 7.5 million in the previous year. Earnings per ordinary share thus amounted to € 1.16 (previous year: € 1.35), while earnings per preference share stood at € 1.22 (previous year: € 1.41).

Earnings before income tax/Net profit € million 20

Financial position

Total assets increased to € 157.0 million as of December 31, 2013. On the assets side, this is primarily attributable to liquid funds, which rose by € 5.8 million. The main reasons for the increase were a reduction in inventories and insurance payments received for hail damage. The latter will be used to repair the damage in 2014.

On the liabilities side, equity capital climbed from € 105.5 million to € 107.1 million. The dividend payment for the year 2012 had a reducing effect. Moreover, the increased debt capital resulting from the revaluation of pension provisions pursuant to IAS 19 (€ 4.4 million altogether for 2012 and 2013) and the recognition as a liability of the insurance payments received for the repair of the hail damages led to a reduction in the equity ratio, which thus amounted to 68.2%, compared to an adjusted 69.2% in the previous year.

The financial position of Westag & Getalit AG continues to be characterised by the absence of liabilities to banks. Liquid funds increased to € 21.3 million in the fiscal year.

Total assets increased to € 157,0 million

Portfolio of own shares

As in the previous year, the company held 310,828 own shares as of December 31, 2013. All of these shares are preference shares. Pursuant to a resolution adopted by the Annual General Meeting on August 24, 2010, the company is authorised to repurchase more own shares until and including August 23, 2015. In accordance with IFRS, the value of the own shares is not stated in the balance sheet.

Net worth position

Capital expenditure

Capital expenditure totalled € 12. 4 million The company invested a total of € 12.4 million (previous year: € 10.6 million). The deviation from the original plans is attributable to changed payment terms agreed with suppliers, which will lead to commensurately higher expenses in 2014. Depreciation/amortisation amounted to € 10.1 million (previous year: € 9.7 million). Capital expenditures primarily focused on the modernisation strategy for the optimisation of our production structures and on increasing energy efficiency.

Among the most important investment projects were a new processing line in the doors plant as well as another double belt press for the production of GetaLit HPL laminates. Both investments are designed to match our production to the requirements of the markets, so that we will be able to meet the growing demands made on delivery speed and product diversity while offering the familiar high quality going forward. Both large-sale projects will be completed as planned in 2014. We also invested in the extension of our halls and land at the Rheda-Wiedenbrück plant.

To increase our energy efficiency at our second plant, in Wadersloh, we additionally invested in a central energy supply to cover the plant's full energy requirements and reduce our dependence on the energy market.

Equity investments

Since 2006, we have held a 49% interest in AKP Carat-Arbeitsplatten GmbH in Meiningen/ Thuringia, a specialist for cut-to-size worktops made from HPL, solid surface materials, quartz stone, natural stone, solid wood and glass. The company supplies showroom kitchens to kitchen studios, the kitchen industry and large furniture chains. In 2013, the company and its subsidiaries generated sales revenues of € 15.4 million (previous year: € 15.2 million). Net profit for the year increased from € 0.6 million in 2012 to € 0.9 million in 2013. A dividend totalling € 0.6 million was distributed, in which we participated in accordance with our share in the company.

Current assets

As we initiated measures to optimise our inventories, the latter declined by 7.8% to € 35.3 million (previous year: € 38.3 million). Trade receivables remained almost constant at € 27.3 million, reflecting the revenue trend.

Financial and non-financial performance indicators

As outlined under "Earnings position", sales revenues and earnings are the key performance indicators of Westag & Getalit AG.

Value added

At € 79.6 million, value added remains almost unchanged from the previous year

Although total output dropped to € 223.5 million (previous year: € 228.7 million), net value added remained almost constant at € 79.6 million in 2013 (previous year: € 80.7 million). This relatively moderate decline is due to the fact that while other expenses and depreciation/amortisation picked up, the cost of materials was reduced.

The share of the value added that is attributable to the workforce increased to € 70.3 million (previous year: € 69.7 million). While the share attributable to shareholders in the form of the dividend payment remained constant, the share allocated to revenues and the profit carried forward declined. The amount payable to the government in the form of taxes decreased due to the lower net profit.

Employees

As of December 31, 2013, the company employed 1,284 people (previous year: 1,287). This includes 63 trainees and apprentices, five more than on the reporting date of the previous year. Trainees and apprentices represent 4.9% of the total workforce.

Personnel expenses as a percentage of sales increased by just under one percentage point to 31.4%. In the past fiscal year, we again used up to 80 temporary external staff in addition to our own workforce to cover peak requirements.

The headcount remained almost unchanged at 1,284

Product development

In the Plywood/Formwork Division, the development of a new formwork panel type with melamine coating deserves special mention. Introduced in 2013, the Betoplan top MF panel complements our range of previously exclusively phenolic resin coated concrete formwork panels. This product development offers technical advantages in the production of high-quality fair-faced concrete surfaces, which are reflected both in the concrete appearance and in the cost-efficiency of the formwork panels.

Among the Doors/Frames Division's newly developed products is a more installation friendly steel frame system for fire-proof and smoke-proof doors. It allows the frame to be installed using PU foam, thereby making the installation much more efficient than with the previous systems for which mortar or mineral wool had to be used. Last year another focus was on an extensive test programme resulting in smoke protection certificates to European standards. We also expanded the portfolio of approvals for various export markets. Apart from a number

of technical improvements, a large number of new designs meeting current consumer trends were presented at the BAU trade fair. One of the key exhibits was the colour scheme concept for plastic-coated and painted doors in matching colours and decors.

The development activities of the Laminates/Elements Division focused on the GetaCore solid surface material. We have been able to develop decors with a very authentic marble look modelled on high-quality marble stones. These decors have been developed in three different colours and are produced as 3 mm thick plates at the GetaCore production facility in Wadersloh. We also developed 17 new decors for our solid surface material which extend the range of our basic collection.

Environmental management

Environmentally conscious activity takes many very different forms in a manufacturing company but the environmental compatibility of the products and the environmentally compatible design of the production processes are certainly among the most important aspects. While part of our doors and frames received the "Blauer Engel" seal for low-emission products made from wood and wooden materials in the previous year, major parts of our worktop and accessorises range were audited and certified by the independent ECO-Institut from Cologne in the fiscal year 2013. The ECO label confirms that these products meet the ECO-Institut's strict requirements regarding hazardous substances and emissions. This is an important criterion especially for use in areas in which food is handled.

To improve the energy efficiency of our production processes, an energy management system was introduced and certified to DIN EN ISO 50001:2011 by an independent institute in the past fiscal year. It is the declared objective of Westag & Getalit AG to use energy even more effectively and to avoid unnecessary energy consumption. For this purpose, numerous information events were organised for our employees to raise their awareness and motivate them to make useful suggestions for improvement.

Besides energy efficiency optimisations in our technical areas, we implemented some smaller measures such as the acquisition of more environmentally friendly office printers and copiers consuming less power.

POST BALANCE SHEET EVENTS

In summer 2013, the Rheda-Wiedenbrück plant was severely damaged by hail. To settle the damage and the resulting costs, the insurer made payments totalling € 2.6 million up to the balance sheet date on the basis of an expert opinion. At the beginning of the year, the insurer paid another € 0.6 million in compensation of the damage. The payments are related to the repairs of the damage, which are scheduled to be completed by the end of the fiscal year 2014. No other events that require reporting occurred after the end of the fiscal year.

FORECAST, OPPORTUNITY AND RISK REPORT

Forecast report

Economic trend

Generally positive expectations for the German economy in 2014

Expectations for the German economy in 2014 are generally positive. According to the latest forecasts, both the economic situation and consumer spending in Germany will remain stable. A closer look at the construction industry suggests that the sentiment in this sector will also be positive, supported by continued strong housing construction activity especially in the renovation segment, which economic experts expect to increase again.

Projecting the trend in our European neighbouring countries remains more difficult. The effects of the financial and sovereign debt crisis will still be felt in 2014, although the projections for the eurozone have improved somewhat. Risks to the macroeconomy include the sovereign debt crisis as well as the current stress test for banks from EU countries, which may again cause turmoil in the economic environment. From today's point of view, it is impossible to predict if and to what extent the critical situation in Ukraine will have negative effects on the European economy.

Outlook for Westag & Getalit AG

This economic background makes us expect moderately growing sales revenues in 2014. In Germany, this growth will be supported primarily by the housing construction sector and, additionally, by the slowly recovering public and commercial building construction sector. Our products and our manufacturing facilities are ready to meet growing demand in order to serve the markets as required; this should be reflected in our 2014 sales revenues.

The current framework makes it difficult to project our export business. The fact that we have won new partners for our export business is a positive sign, demonstrating that our product portfolio is well positioned. This should enable us to increase our export sales in the medium term once the local economies pick up again.

Capital expenditure

We have planned capital expenditures in excess of € 15 million for the fiscal year 2014. This amount includes part of the two large-scale investments – another HPL dual belt press and the installation of a hinge and lock processing line in our doors plant. Investments will also focus on the capacity expansion in the context of the ongoing modernisation strategy pushed ahead by our company. We will thus adjust ourselves to market requirements and maintain high technological standards in our plants.

Targeting higher earnings

Earnings

Our earnings in 2014 will be depend not only on sales revenues by also by an improvement in our margins, which have come under pressure lately, and on the success of the integration of the Plywood/Formwork Division and the Laminates/Elements Division. Based on a stable economic trend and the resulting moderate increase in sales revenues, the success of the divisional integration achieved to date also makes us optimistic that we will be able to grow our earnings.

By constantly optimising our processes and workflows and adjusting our products to customer requirements, we are laying a good basis for restoring our former profitability. We are therefore targeting much higher earnings in 2014.

Risk Report

Preliminary remark

Westag & Getalit AG operates both in Germany and abroad. Like any corporate action, this business activity entails numerous risks and opportunities. Many risks can be eliminated with the help of an appropriate approach, others can be mitigated, with the help of insurance or other measures, to such an extent that they remain manageable.

Successful corporate activity hinges on the exploitation of opportunities and the management of the related risks. The task of our internal risk management and controlling system is to identify risks at an early stage, to assess them and to take appropriate counter-measures. Risks are assessed primarily with a view to the probability of occurrence and the amount of the potential damage. The measures taken depend on the type and amount of each risk. With regard to the details of our control and risk management system, please refer to the information provided below pursuant to section 289 para. 5 of the German Commercial Code (HGB).

The right organisation and a systematic reporting process ensure that the Management Board is informed of risks in a timely manner and can take counter-measures at an early stage. The Management Board regularly informs the Supervisory Board about existing risks and their trends. In the context of this trusting and constructive cooperation, the risks that are of major importance for the economic performance of Westag & Getalit AG are finally evaluated and the measures to be taken to manage them are agreed. The relevant risks to which Westag & Getalit AG is exposed as well as the respective risk management measures are presented below. In this context, it is important to state that we cannot identify any risks that would jeopardise our company as a whole.

Economic risks

Due to its product and customer structure, Westag & Getalit AG is very much dependent on economic activity in the wooden materials and construction industries and the DIY store sector. Our flexible working hour schemes enable us, however, to respond in an appropriate manner to short-term fluctuations in sales and to significantly reduce negative effects on earnings. Moreover, we have a healthy financial and liquidity structure and sufficient reserves to cope with potential declines in economic activity in the above sectors.

Sales risks

Sales risks are of fundamental importance in our line of business. Due to the fact that our divisions partly operate in different markets, we achieve a certain degree of diversification and are less exposed to trends in individual markets than our competitors. Nevertheless, economic trends, customer acceptance of our products and the appropriate pricing of our products play an important role. We aim to mitigate these risks through ongoing diversification of our product portfolio on the one hand and of our output markets on the other hand. This way, we reduce our dependence on individual market segments and our exposure to economic trends in individual countries.

Default risks

Default risks may arise whenever customers or other contractual partners do not fulfil their contractual obligations at all or on time. The main reasons for this include a deterioration in liquidity and bankruptcies. We mitigate this risk with the help of a very effective internal receivables management system and by taking out adequate insurance against payment defaults. In individual cases, we have receivables protected by guarantees from banks or insurance companies.

Procurement risks

Our procurement risks have increased notably over the past years due to reduced production capacities for certain intermediate products, growing demand for some of the raw materials used by us as well as a shortage of certain chemicals and wood types. To mitigate the procurement risk for raw materials which are available only from one source, we are continuously examining potential alternative suppliers and have built up corresponding stocks that give us sufficient room for manoeuvre.

To mitigate the risk of insufficient supplies of raw materials of the required quality we are constantly reviewing our suppliers under our a supplier assessment system and continue to expand our supplier network and to shift the focus of our procurement activities to international markets. Mitigating the risk of further price increases is more difficult, though. The possibility to exert direct influence is limited in view of global developments such as the rise in oil prices and the dominant market positions of some suppliers of certain commodities. Therefore, it is extremely important to identify imminent price rises quickly and to adapt our sales prices in a timely and appropriate manner. To reduce the risk of unexpected specification changes and defects in intermediate products and raw materials,

and intensified the production-related tests.

we have clarified certain contractual regulations, stepped up our checks of incoming goods

Operational risks

The main operational challenge is to produce goods meeting the required quality standards with the best possible cost structure. In this context, it is our permanent task to examine new product processes and to implement them if they are feasible. Our machines and equipment are kept up-to-date through regular maintenance, repairs and modernisations. In addition, we have taken out appropriate insurance cover against damage by natural forces and the breakdown of especially critical machines. These measures are supported by our quality management system, which has been certified to DIN ISO 9001. Information technology has constantly gained in importance in recent years. Maximum system availability and maximum security for our data are ensured by mirrored hardware for time-critical applications, redundant network components and a modern infrastructure. In addition, data losses are minimised by daily backups of our relevant data, while system downtimes are reduced through the deployment of a well-trained team. In addition, we have taken numerous technical and administrative measures to prevent both unauthorised access to our data as well as attacks from the world wide web.

Personnel risks

Well-trained and highly motivated employees are the most importance resource for our company. Effective human resources management, which is aimed at constantly training our employees and winning new competent people, and effective employee motivation activities are therefore of major importance for our success. To mitigate the risks arising from a loss of knowledge and experience resulting from older employees leaving our company, we organise appropriate qualification enhancement measures for younger staff and early succession planning. In view of the anticipated demographic developments, we have stepped up our external efforts to raise students' awareness of Westag & Getalit AG as an attractive employer, which was reflected, for instance, in internships, diploma thesis and increased cooperation with universities and colleges.

Opportunity Report

Westag & Getalit AG pursues a value-oriented company philosophy, which entails numerous opportunities for the company. As one of the leading manufacturers of wooden and plastic products, we operate, and are well positioned, in an industry characterised by constant innovation.

A solid foundation

Our activities generally focus on healthy and organic long-term growth. The solid balance sheet, which is characterised by an equity ratio of about 70% and good liquidity, provides safety and room for the future growth of our company. Moreover, it enables us to respond at relatively short notice to market-related changes.

Independence

Our independence is an important characteristic for the development of the company. We have no bank liabilities, and the expansion of our energy generation facilities reduces our dependence on the energy market.

Modern production technology

The high technological standard of our plants depends on continuous investments. To increase our productivity and our flexibility we therefore expand our facilities on an ongoing basis. A key aspect in this context is our commitment to supplying all our products in batch sizes as small as "one" within a short delivery time. As customers' demand becomes increasingly individualised, this will open up new opportunities for our company.

Corporate structure

The operational independence of the individual product segments ensures that our distribution and development activities are tailored to the respective market. At the same time, the Central Division pools cross-divisional functions and thus forms a service unit for all producing segments of the company. This not only allows us to serve our customers even better but also helps to improve our cost structure.

Product diversity

The high diversification of the product range and the customer structure reduces our dependence on individual markets. This allows us to react flexibly to fluctuations in demand and find the optimum response to changing product demand.

Swift order processing

Reliability, punctuality and short delivery times are but three success factors which we can realise in a cost-optimised manner and in accordance with our customers' wishes thanks to our sophisticated internal and external logistic processes. Proven processes allow us to respond quickly to market-related changes and to serve customers' demands.

High level of vertical integration

Thanks to the high level of vertical integration of our product segments, we are highly responsive to newly emerging market needs. Our relatively short time to market allows us to respond swiftly to product and demand trends without direct dependence on third parties.

INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM FOR THE ACCOUNTING PROCESS

Our internal control and risk management system for the accounting process is guided by the aim of ensuring proper accounting and the compliance of our financial statements and reports with applicable rules and regulations.

An SAP-based, planning-driven information system is our main risk management instrument, which allows us to identify deviations in all our key performance indicators and initiate counter-measures at an early stage. On this basis, all members of the management are involved in the process of avoiding and minimising risks.

The accounting process is based on the SAP platform and the consistent chart of accounts installed on this platform as well as standardised machine-based processes. The employees involved in the process have the required skills and experience. The systems used are protected against unauthorised access. Appropriate controls have been implemented for all accounting-relevant processes, taking into account the principle of a separation of functions. Besides automatic controls of the IT systems, analytical tests and manual examinations of individual transactions are carried out. New regulations and amended accounting rules are analysed for their impact in a timely manner and implemented if required. The clear definition of responsibilities, a clear organisational structure and appropriate control mechanisms as well as competent personnel and equipment ensure the efficiency of the accounting process.

Even a properly implemented and functioning internal control and risk management system cannot guarantee 100% security regarding the identification and management of risks.

RISK REPORT REGARDING THE USE OF FINANCIAL INSTRUMENTS

In view of our high equity ratio of 70% and the available liquidity, we currently see no financing risks. To mitigate the effects of exchange rate shifts outside the EU, we invoice almost exclusively in euros. In individual cases, only our sales in the UK in local currency are hedged by foreign exchange transactions in the course of the year. On the procurement side, purchases on a US dollar basis are hedged by the simultaneous acquisition of the respective US dollar amounts.

COMPENSATION OF THE MANAGEMENT BOARD AND THE SUPERVISORY BOARD

The amount and the structure of the Management Board compensation is contractually agreed between the respective Management Board member and the Supervisory Board based on proposals made by the Appointments and Compensation Committee. The compensation of the members of the Management Board comprises fixed and variable components. The fixed components are based on the tasks of the respective Board member. The variable components for the Board members responsible for the production divisions depend, on the one hand, on the annual profit of the respective division and, on the other hand, on the annual profit of the company. The company's annual profit is its net profit before corporate income taxes less any loss carried forward from the previous year and the amounts to be allocated to open reserves by law and the statutes.

In order to create incentives for a high annual profit, the profit shares increase disproportionately if certain profit levels are exceeded. The percentage of total compensation accounted for by variable components varies with the realised annual profit. In addition, the variable compensation is subject to a sustainability factor, which means that a Management Board member is eligible to only half of the variable compensation for a fiscal year. Whether the Management Board member also receives all or part of the remaining variable compensation depends on whether or not the company's earnings growth continues in the two following years. This is meant to provide an incentive for a sustainable positive earnings performance.

The Supervisory Board has reserved the right to cap the variable compensation in response to extraordinary, unpredicted developments. In addition, all Management Board contracts contain caps for the variable and the total compensation. The fixed compensation component is paid out monthly on a pro-rata basis, while the variable component is paid out annually following the adoption of the financial statements for the previous fiscal year. In addition, the members of the Management Board receive non-monetary and other benefits, which primarily include the use of a company car.

The company has not concluded any agreements with the members of the Management Board about the granting of shares in the company, share options or similar forms of compensation. The Supervisory Board has reviewed the Management Board compensation and its components and arrived at the conclusion that the compensation structure is in line with the compensation paid by peer companies as well as with the compensation structure within the company and is sufficiently attractive to incentivise good performance on a sustained basis.

The members of the Supervisory Board receive a fixed annual compensation, which is payable after the end of the fiscal year and amounts to € 9,000 for each member; the Chairman receives twice this amount, while the Vice Chairman receives 1.5 times this amount. In addition, the expenses incurred by the Supervisory Board members in the performance of their tasks are reimbursed.

TAKEOVER-RELEVANT INFORMATION

The share capital of Westag & Getalit AG amounts to € 14,643,200. It is divided into 5,720,000 no-par bearer shares, of which 2,860,000 are ordinary shares and 2,860,000 are preference shares. Each share represents € 2.56 of the share capital.

The rights and duties associated with the shares are governed by the German Stock Corporation Act. According to the company's statutes, preference shareholders receive a preferred dividend of € 0.12 per preference share out of the accumulated profit. If the distributable accumulated profit is not sufficient to pay out a dividend of € 0.12 per preference share, the deficit must be paid, without interest, out of the accumulated profit generated during the subsequent years in such a way that the older deficits are paid before the newer ones and the preferred amounts payable for the year out of the same year's profit are paid subsequent to the repayment of all deficits. Subsequent to the distribution of a dividend of € 0.12 per ordinary share, the preference shareholders receive an extra dividend, which may not be paid retroactively, of € 0.06. Both preference and ordinary shareholders participate in a further distribution in the proportion of their prorate shares in the capital stock. The company reserves the right to issue further preference shares which, with respect to a distribution of profit or of company assets, are either of equal rank or take priority over the existing non-voting preference shares. The preference shares carry no voting rights, except for the cases provided for in sections 140 and 141 of the German Stock Corporation Act. In addition, the preference shares grant the rights that arise to each shareholder from the share.

The company held 310,828 preference shares on December 31, 2013. No membership rights arise to the company from these shares.

Gethalia Foundation c/o Prokurationsanstalt, Vaduz, Liechtenstein, has held 2,159,300 voting ordinary shares in the company since December 2013, when it took over the voting interests from Syntalit AG, Zug, Switzerland, a subsidiary of Gethalia Foundation. These shares represent 75.5% of the voting rights. The members of the Management Board of Westag & Getalit AG are appointed and dismissed in accordance with sections 84, 85. of the German Stock Corporation Act (AktG) and in conjunction with section 4 of the statutes. Amendments to the company's statutes are subject to sections 133 and 179 of the German Stock Corporation Act.

On August 24, 2010, the Annual General Meeting authorised the Management Board to increase, by August 23, 2015 and with the Supervisory Board's approval, the capital stock once or several times, by way of issuing new bearer shares and/or non-voting preference shares by up to € 5,840,000.00 (approved capital I) in return for cash contributions or by up to € 1,460,000.00 (approved capital II) in return for cash or non-cash contributions. The authorisation also includes the right to issue further preference shares which, with respect to a distribution of profit or of company assets, are of equal rank over the existing non-voting preference shares.

The company was also authorised by the Annual General Meeting on August 24, 2010 to acquire, sell and possibly redeem ordinary and/or preference shares in the company in an amount of up to 10% of the share capital by August 23, 2015 pursuant to the provisions of section 71 para. 1 No. 8.

Circumstances that go beyond the above and must be disclosed pursuant to section 289 para. 4 of the German Commercial Code do not exist or are not known.

RELATIONSHIPS WITH AFFILIATED COMPANIES

According to information supplied by Syntalit AG, Zug/Switzerland, and Gethalia Foundation, Vaduz/Liechtenstein, on December 18, 2006, the share of Syntalit AG in the voting capital of our company amounted to 75.5%. Pursuant to section 22 para. 1 sentence 1 No. 1 of the German Securities Trading Act, these voting shares counted towards Gethalia Foundation.

In a letter dated December 23, 2013, the two above companies informed us that the 75.50% of the ordinary shares and, hence, the voting interests in Westag & Getalit AG were transferred to Gethalia Foundation on December 23, 2013. In a letter dated January 16, 2014, Syntalit AG additionally informed us that its voting interest in Westag & Getalit AG has amounted to 0.00% since the transfer on December 23, 2013. For clarification with regard to relationships with affiliated companies, we point out that no transactions were conducted with Syntalit AG or Gethalia Foundation. The respective report required under section 312 of the German Stock Corporation Act (AktG) concludes with the following declaration: "Transactions which are subject to reporting requirements did not take place."

CORPORATE GOVERNANCE DECLARATION

The corporate governance declaration to be issued pursuant to section § 289a of the German Commercial Code (HGB) can be found at www.westag-getalit.de/unternehmensfuehrung.

RESPONSIBILITY STATEMENT

To the best of our knowledge, the Management Report includes a fair review of the development and performance of the business and the position of Westag & Getalit AG, together with a description of the principal opportunities and risks associated with the expected development.

Rheda-Wiedenbrück, February 21, 2014 Westag & Getalit Aktiengesellschaft The Management Board

Wenninger Beckers Sander

54 Balance Sheet (IFRS)
56 Statement of Comprehensive Income (IFRS)
57 Cash Flow Statement (IFRS)
58 Statement of Changes in Equity (IFRS)
59 Notes (IFRS)
67 Notes to the Statement of Comprehensive Income
71 Notes to the Balance Sheet
83 Additional Notes to the Balance Sheet
92 Auditor's Report (IFRS)
94 Balance Sheet (HGB)
96 Profit and Loss Account (HGB)
97 Auditor's Report (HGB)
98 Financial Calender
99 Editorial Information

Assets Notes December 31, 2013 in € '000 December 31, 2012 (IAS 19 adjusted) in € '000 January 1, 2012 (IAS 19 adjusted) in € '000 A, Non-current assets I, Intangible assets 13 Software, licences and other industrial property rights 934 914 774 II, Tangible assets 13 Land and leasehold rights and buildings 21,566 21,091 21,822 Technical equipment and machinery 27,584 30,130 25,559 Other fixtures and fittings, plant and office equipment 12,486 10,992 9,819 Advance payments and assets under construction 4,750 1,897 6,378 66,386 64,110 63,578 III, Financial assets 13 Shares in associated companies 1,200 1,200 1,200 Other loans 110 150 75 1,310 1,350 1,275 68,630 66,374 65,627 IV, Deferred taxes 13 638 695 0 69,268 67,069 65,627 B, Current assets I, Inventories 14 Raw materials and supplies 16,295 18,256 19,847 Work in progress 4,428 4,330 4,080 Finished goods and merchandise 14,617 15,755 14,935 35,340 38,341 38,862 II, Receivables and other assets 14 Trade receivables 27,348 27,303 28,321 Receivables from companies in which an interest is held 8 13 11 Other assets 1,578 2,080 1,234 Income tax receivables 2,140 2,155 2,996 31,074 31,551 32,562 III, Cash and cash equivalents 14 Cash at banks or on hand 21,290 15,526 13,527 87,704 85,418 84,951 Total assets 156,972 152,487 150,578

Balance sheet as of December 31, 2013 (according to IFRS)

Liabilities Notes December 31, 2013 December 31, 2012
(IAS 19 adjusted)
January 1, 2012
(IAS 19 adjusted)
in € '000 in € '000 in € '000
A, Equity
I, Called-up share capital 15
Ordinary shares 7,322 7,322 7,322
Preference shares 7,322 7,322 7,322
14,644 14,644 14,644
II, Capital reserve 15 24,399 24,399 24,399
III, Revenue reserves 15
Legal reserve 596 596 596
Other revenue reserves 59,715 58,915 56,815
60,311 59,511 57,411
IV, Accumulated profit 15 7,711 6,971 10,240
107,065 105,525 106,694
B, Non-current liabilities 16
Provisions for pensions and similar obligations 19,147 19,426 14,410
Other non-current provisions 1,434 1,482 1,557
Deferred tax liabilities 0 0 788
20,581 20,908 16,755
C, Current liabilities 17
Trade payables 9,801 9,829 10,849
Other current liabilities 18,925 15,623 15,640
Current provisions 600 602 591
Income tax liabilities 0 0 49
29,326 26,054 27,129
Total equity and liabilities 156,972 152,487 150,578
in € '000
in € '000
Sales
1
224,160
227,401
Changes in inventories of finished goods and work in progress
2
- 931
988
Other own work capitalised
3
243
300
Total performance
223,472
228,689
Other operating income
4
2,874
3,000
Cost of materials
5
- 108,779
- 115,486
Personnel expenses
6
- 70,259
- 69,682
Depreciation of intangible fixed assets and tangible assets
7
- 10,066
- 9,746
Other operating expenses
8
- 28,220
- 26,214
Other taxes
9
- 236
- 227
Operating result
8,786
10,334
Financial result
10
325
432
Earnings before income taxes
9,111
10,766
Taxes on income
11
- 2,674
- 3,301
Net profit
6,437
7,465
Items not reclassified to profit or loss:
Actuarial gains/losses
487
- 4,816
Deferred taxes on actuarial gains/losses
- 146
1,445
Sum total of income and expenses directly recognised in equity
341
- 3,371
Notes 2013 2012
(IAS 19 adjusted)
Comprehensive income 6,778 4,094

Statement of comprehensive income for the year ended December 31, 2013 (according to IFRS)

Notes 2013
in € '000
2012
in € '000
Net profit 6,437 7,465
Net profit attributable to ordinary shares 3,323 3,866
Net profit attributable to preference shares 3,114 3,599
Average holdings of ordinary shares 2,860,000 2,860,000
Average holdings of preference shares 2,549,172 2,549,641
Result per ordinary share in € 12 1,16 1,35
Result per preference share in € 12 1,22 1,41
Dividend per ordinary share in € 0,94 0,94
Dividend per preference share in € 1,00 1,00

Earnings per share as defined in IAS 33 are calculated for both ordinary and preference shares by dividing the net profit attributable to the respective share type by the average number of shares of the respective type. Accordingly, net profit for the year must be divided into the different share types. In the context of this division, the portion of the net profit that will not be distributed is allocated to the respective number of shares. Diluted earnings are equivalent to earnings per share.

Cash Flow Statement 2013 (according to IFRS)

The cash flow statement shows the origin and use of cash flows in the fiscal years 2013 and 2012. A distinction is made between cash flows from operating activities as well as from investment and financing activities using the indirect method. Cash and cash equivalents shown in the cash flow statement comprise all cash and cash equivalents recognised in the balance sheet.

2013
in € '000
2012
in € '000
Operating result /EBIT 8,786 10,334
Income tax payments - 3,140 - 2,859
Depreciation and amortisation 10,066 9,746
Result from asset retirements -92 -14
Change in current assets 3,853 1,086
Change in debt capital 3,432 - 901
Cash flow from operating activities 22,905 17,392
Investment in tangible and intangible assets - 12,416 - 10,521
Income from investments 40 - 75
Change in financial assets 273 273
Income from asset retirements 146 117
Cash flow from investment activities - 11,957 - 10,206
Interest income 59 82
Interest expenses - 5 - 6
Acquisition/sale of own shares 0 - 25
Dividend payments - 5,238 - 5,238
Cash flow from financing activities - 5,184 - 5,187
Change in cash and cash equivalents 5,764 1,999
Cash and cash equivalents as of January 1 15,526 13,527
Cash and cash equivalents as of December 31 21,290 15,526

With effect from December 31, 2013, the cash flow from income from investments was, for the first time, shown under cash flow from investments and not, as in the previous years, under cash flow from financing activities. The cash flow statement of the previous year was adjusted in accordance with IAS 8.41 et seq.

Statement of changes in equity (according to IFRS)

in € '000 Subscribed
capital
Capital
reserve
Revenue
reserve
Accumulated
profit
Total
January 1, 2012
Actuarial gains/losses - 17 - 17
Deferred taxes on actuarial gains/losses 5 5
January 1, 2012
(IAS 19 adjusted)
14,644 24,399 57,411 10,240 106,694
Purchase/sale of own shares - 25 - 25
Dividend - 5,238 - 5,238
Net profit 7,465 7,465
Addition in accordance with section
58 II AktG
2,100 - 2,100 0
Actuarial gains/losses - 4,816 - 4,816
Deferred taxes on actuarial gains/losses 1,445 1,445
December 31, 2012
(IAS 19 adjusted)
14,644 24,399 59,511 6,971 105,525
January 1, 2013 14,644 24,399 59,511 6,971 105,525
Dividend - 5,238 - 5,238
Net profit 6,437 6,437
Addition in accordance with section
58 II AktG
800 - 800 0
Actuarial gains/losses 487 487
Deferred taxes on actuarial gains/losses - 146 - 146
December 31, 2012 14,644 24,399 60,311 7,711 107,065

Notes

General information

Westag & Getalit AG is a manufacturer of wood and plastics products based in Rheda-Wiedenbrück, Westphalia. The stock corporation has been entered in the Commercial Register of Gütersloh under number HRB 5565.

Westag & Getalit AG is listed in the Prime Standard of the Frankfurt Stock Exchange and the official market of the Düsseldorf Stock Exchange.

The separate financial statements of Westag & Getalit AG, Rheda-Wiedenbrück, were prepared to International Financial Reporting Standards (IFRS), such as they are applicable in the European Union (EU), as well as to the complementary provisions of section 324a para. 1 of the German Commercial Code (HGB).

The fiscal year corresponds to the calendar year and ended on December 31, 2013. Westag & Getalit AG is not required to establish consolidated financial statements.

IFRS 8 (Operating Segments) was not applied. The disclosure of the segment results under the management approach, also in separate financial statements voluntarily prepared to IFRS, may cause material damage to the company, as sensitive information would be divulged to non-listed competitors who are not obliged to make such disclosures. To facilitate a comparison with prior years, the usual form of the segment report has been retained.

The amendments to IAS 1 (Presentation of Financial Statements – Other Comprehensive Income) and IAS 19 (Employee Benefits) had to be applied for the first time as of the beginning of the fiscal year 2013.

The amendments to IAS 1 relate to the presentation of other comprehensive income in the statement of comprehensive income. According to these amendments, those items of other comprehensive income which must be recognised in profit/loss upon derecognition from other comprehensive income must be shown separately from those items which are recognised in equity upon derecognition. Taxes relating to those items shown before taxes must be shown separately for these two groups.

The material amendments to IAS 19 (2011) are that experience adjustments and amendments of actuarial assumptions, also referred to as actuarial gains and losses, must immediately be recognised in other comprehensive income as income and expenses directly recognised in equity. The corridor method previously applied by Westag & Getalit AG, according to which actuarial gains and losses only had to be recognised in profit or loss if and when they exceeded 10% of the obligation, may no longer be applied.

In the context of the retrospective application of IAS 19, the prior year figures in the balance sheet were therefore adjusted in accordance with IAS 8.22 and the opening balance sheet of the previous year was included for better comparability. The table below shows the effects of the amendments on the opening balance sheet as of January 1, 2012 and the prior year period.

Before
adjustment
€ '000
Dec, 31, 2012
Adjustment €
'000
After
adjustment
€ '000
Before
adjustment
€ '000
Jan, 1, 2012
Adjustment
€ '000
After
adjustment
€ '000
Balance sheet
Total assets 151,792 695 152,487 150,578 0 150,578
thereof: deferred tax assets 0 695 695 0 0 0
Total liabilities 42,884 4,078 46,962 43,872 12 43,884
thereof: pension provisions 14,593 4,833 19,426 14,393 17 14,410
thereof: deferred tax liabilities 755 - 755 0 793 - 5 788
Total equity 108,908 -3,383 105,525 106,706 -12 106,694
thereof: accumulated profit 10,354 -3,383 6,971 10,252 -12 10,240
Statement of comprehensive
income
Sum total of income and expenses
directly recognised in equity (other
comprehensive income)
0 - 3,371 - 3,371
thereof: actuarial gains/losses 0 - 4,816 - 4,816
thereof: deferred taxes on actuarial
gains/losses
0 1,455 1,455

Continued application of the provisions of IAS 19 (2008) prior to the amendments which had to be applied retrospectively with effect from January 1, 2013 for the first time according to IAS 19 (2011) would have had the following effect.

IAS 19
2011) € '000
December 31, 2013
Adjustment € '000
IAS 19
(2008) € '000
Balance sheet
Total assets 156.972 - 638 156.334
thereof: deferred tax assets 638 - 638 0
Total liabilities 49.907 - 3.509 46.398
thereof: pension provisions 19.147 - 4.102 15.045
thereof: deferred tax liabilities 0 593 593
Total equity 107.065 2.871 109.936
thereof: accumulated profit 7.711 2.871 10.582
Statement of comprehensive income
Net profit 6.437 - 171 6.266
thereof: personnel expenses - 70.259 - 244 - 70.503
thereof: taxes on income - 2.674 73 - 2.601
Result per ordinary share (in €) 1,16 - 0,03 1,13
Result per preference share (in €) 1,22 - 0,03 1,19
Sum total of income and expenses directly recognised
in equity (other comprehensive income)
341 - 341 0
thereof: actuarial gains/losses 487 - 487 0
thereof: deferred taxes on actuarial gains/losses - 146 146 0

Other amendments to IAS 12 (Deferred Tax), IFRS 7 (Disclosures: Offsetting Financial Assets and Financial Liabilities), the first-time application of IFRS 13 (Fair Value Measurement) and the adjustments resulting from the Annual Improvement Project 2009 - 2011, which had to be applied as of the beginning of the fiscal year, had no material impact on the net assets, financial position and results of operations, nor on the notes to the present financial statements.

The following standards and amendments that have been published but are not yet effective are not applied by Westag & Getalit AG:

Standard Title Effective from FY
IAS 32 Financial Instruments – Presentation: January 1, 2014
Offsetting Financial Assets and Financial Liabilities
IFRS 10 Consolidated Financial Statements January 1, 2014
IFRS 11 Joint Agreements January 1, 2014
IFRS 12 Disclosure of Interests in Other Entities January 1, 2014
IAS 27 Separate Financial Statements January 1, 2014
IAS 28 Investments in Associates and Joint Ventures January 1, 2014
Various Transitional provisions regarding IFRS 10, IFRS 11+IFRS 12 January 1, 2014
IAS 36 Impairment of Assets: Disclosures of recoverable January 1, 2014*
amount for non-financial assets
IAS 39 Financial Instruments: Recognition and Measurement: January 1, 2014*
Novation of derivatives and continued hedge accounting
IAS19 Employee Benefits: Employee contribution to January 1, 2014*
performance oriented pension benefits
Various Investment Entities (Amendments to IFRS 10, IFRS 12 January 1, 2014
and IAS 27)
IFRS 9 Financial Instruments (replaces IAS 39 Financial not published*
Instruments – Recognition and Measurement) and
subsequent amendments
IFRIC 21 Levies January 1, 2014 *

* not yet endorsed by the EU Commission

Based on a preliminary assessment, Westag & Getalit AG does not expect a material impact on the financial statements:

In the context of the retrospective application of IAS 19, the income statement became a statement of comprehensive income due to the first-time inclusion of income and expenses directly recognised in equity. Comprehensive income comprises, on the one hand, income and expenses realised in the period, which represent the income for the year. On the other hand, it includes other comprehensive income as the balance of expenses and income directly recognised in equity. The expenditure type of presentation continued to be used for the statement of comprehensive income.

Besides the statement of comprehensive income, the balance sheet and the cash flow statement, the notes include a statement of changes in equity as well as a segment report in unchanged form. To increase the relevance of the information provided, individual items are combined in the statement of comprehensive income as well as in the balance sheet and are explained in the notes.

Key accounting and valuation principles

The following accounting and valuation principles were applied:

Realisation of earnings and expenses

Sales revenues and other operating income are recognised as soon as ownership or risk passes to the customer or at the time when a service is performed. Sales revenues are shown less cash discounts, discounts, price reductions and bonuses.

Changes in inventories of work in progress still in the production process on the balance sheet date are reported at their pro-rata production costs.

Operating expenses are recognised in profit/loss at the time of the use of the respective product or service.

Guarantee expenses are included at the time of realisation of the respective sales revenues. Interest income and interest expenses are recognised on an accrual basis using the effective rate method.

Expenses and earnings are translated at the average market price of the period.

Non-current assets

Purchased intangible assets are capitalised at their acquisition costs in accordance with IAS 38. They are depreciated over their estimated useful economic lives of 3 to 8 years using the straight-line method.

Intangible assets as well as property, plant and equipment are written off for impairment if and when the "recoverable amount" of the asset has fallen below the carrying amount. The "recoverable amount" is the higher of the net realisable value and the present value of the anticipated cash flow from the asset.

Tangible assets

Tangible assets are recognised and measured at their acquisition or production costs less scheduled depreciation over their useful lives unless they are subject to non-scheduled depreciation. The straight-line method is used for depreciation over the useful lives.

The useful life of factory, business, residential and other buildings is mostly 25 to 50 years, of technical equipment and machinery up to 15 years and of other fixtures and fittings, plant and office equipment 3 to 10 years. The periods of depreciation and useful lives are reviewed annually.

In addition to the cost of materials, measured at cost, the production costs of self-constructed assets comprise production labour as well as pro-rata production overhead costs including depreciation. Financing costs are not recognised.

Financial assets

Financial assets include shares in associated companies, as well as interest-bearing loans held to maturity. They are valued at their acquisition costs or at their lower fair values in accordance with IAS 27 and IAS 39, respectively.

Deferred tax assets

Deferred tax assets are determined from temporary differences between the carrying amounts and the tax valuations of assets and liabilities in accordance with IAS 12. Deferred tax assets are based on a tax rate of 30%. The company has elected to offset deferred tax assets against deferred tax liabilities.

Current assets

Inventories

As a general rule, raw materials and supplies as well as merchandise are valued at their average acquisition costs.

Work in progress and finished goods are shown at their production costs. Production costs comprise all costs directly attributable to the production process as well as appropriate portions of the production-related overhead costs.

Financing costs are not included in the acquisition and production costs. Inventory risks resulting from the period of storage or reduced usability are taken into account by means of adequate depreciation. Lower values on the balance sheet date due to reduced proceeds on disposal are shown accordingly.

Receivables and other assets

Receivables and other assets are valued at their acquisition costs. Discernible risks are taken into account by means of adequate value adjustments. The general credit risk is taken into account by means of value adjustments based on past experience.

Existing receivables in foreign currencies are valued at the mean rate on the balance sheet date. Non-interest-bearing receivables including income tax claims from the corporate income tax benefit with a remaining term of more than one year are discounted at a rate of 0.5% based on public-sector bonds with comparable remaining terms.

Cash and cash equivalents

Means of payment are shown at their depreciated acquisition costs. Foreign currency assets are valued at the mean rate on the balance sheet date.

Liabilities

Pension provisions

Pension provisions include obligations under a pension scheme for the company's employees. The provisions are calculated based on salary-independent monthly old-age and disability pension payments per full year of staff membership in the company. In addition, there are individual pension commitments which comprise benefit claims as fixed amounts. Provisions are set up for obligations under rights to future pension payments and current pension payments to active and former employees and their surviving dependants. The company's pension schemes have been closed; new employees are not entitled to company pensions.

Provisions for pensions from defined benefit plans are valued using the projected unit credit method in accordance with IAS 19. This method takes into account not only the pensions

and vested rights to future pension payments known on the balance sheet date but also careful estimates of future increases in pensions and salaries. The calculation is based on actuarial expert opinions relying on certain biometric assumptions.

The expected mortality, disability and staff turnover rates are based on the Prof. Dr. Klaus Heubeck 2005 (G) tables. The provisions were calculated on the basis of the new retirement ages stipulated by the German Pension Reform Act. In deviation from the above, the retirement age of some individual pension commitments is the completion of the 65th year of age. The discount factor is based on the current yield of high-quality corporate bonds.

Due to an amendment to IAS 19 which was applicable retrospectively from the beginning of the fiscal year 2013, the corridor method applied by the company no longer exists; under this method, actuarial gains and losses needed to be recognised only if they breached the 10% limit. Actuarial gains and losses must now directly be fully recognised in equity. Please refer to "General information".

Other provisions

Provisions in accordance with IAS 37 are set up to the extent that there are current obligations from past events to third parties which are likely to result in a future outflow of resources that can be reliably estimated.

Provisions for guarantee claims are set up on the basis of past or estimated future claims. Other provisions are also taken into account in accordance with IAS 37 for all discernible risks and uncertain obligations in the amount of their probable occurrence. The amounts shown are a best possible estimate of the funds required to meet the obligations existing on the balance sheet date.

Provisions for obligations which are unlikely to burden resources already in the following year are set up in an amount equalling the present value of the expected outflow of resources. The discount rate used is based on market rates as of the balance sheet date. The valuation of provisions is reviewed on each balance sheet date. A distinction between non-current provisions and current provisions is made in the balance sheet.

Deferred tax assets

Deferred tax assets are determined from temporary differences between the carrying amounts and the tax valuations of assets and liabilities in accordance with IAS 12. Deferred tax assets are based on a tax rate of 30%. The company has elected to offset deferred tax assets against deferred tax liabilities.

Liabilities

At their first-time inclusion, liabilities are shown at their acquisition costs. In the following years, all liabilities are valued at their depreciated acquisition costs. All foreign currency liabilities are valued at the mean rate on the balance sheet date.

Trade payables as well as other current liabilities are liabilities with a term of no more than twelve months.

Derivatives

In accordance with an internal directive, derivative financial instruments are exclusively used in isolated cases to hedge interest rate and exchange rate risks on the basis of a hedging policy defined by the Management Board and agreed with the Supervisory Board. Pursuant to IAS 39, these financial derivatives are initially recognised at the fair value, usually at cost, and subsequently measured at their fair value. If the financial derivatives used are effective hedges in the context of a hedging relationship as defined by IAS 39, fluctuations in the fair value have no impact on the result for the period during the term of the derivative.

Estimates and evaluations by the management

When preparing the financial statements, it is necessary to make certain assumptions and estimates, which have an effect on the amount and the recognition of assets and liabilities, income and expenses and contingent liabilities in the reporting period. If the actual development deviates from the assumptions, the actual amounts may deviate from the originally expected estimates. The assets and liabilities in the financial statements which are most strongly affected by this risk over a 12-month horizon are the provisions for guarantee claims. These provisions are based on historical values and future assumptions. All relevant post balance-sheet circumstances known at the time of the preparation of the financial statements were taken into account.

A breakdown of sales revenues by geographic markets is shown below:

2013
in € '000
2012
in € '000
Sales
Domestic 178,002 178,551
Abroad 46,158 48,850
Total 224,160 227,401
2.

1. Sales

Changes in inventories of finished goods and work in progress

Other own work capitalised

2013
in € '000
2012
in € '000
Increase/decrease in inventories of finished goods and work in progress - 931 988
Total - 931 988
2013
in € '000
2012
in € '000
Own work capitalised wages 243 300
Total 243 300

4.

3.

Other operating income

2013
in € '000
2012
in € '000
Other operating income
Income unrelated to accounting period 686 912
Bonifications from co-generation plant 444 132
Compensation in kind 362 405
Energy tax refunds 254 553
Minute reserves 209 117
Costs charged 199 332
Insurance refund 196 116
Scrap revenues 123 95
Foreign currency income 59 32
Other income 342 306
Total 2,874 3,000

5. Cost of materials

2013
in € '000
2012
in € '000
Cost of materials
Raw materials and supplies 84,870 90,506
Merchandise 16,256 16,703
Cost of services 7,653 8,277
Total 108,779 115,486

6.

Personnel expenses

2013
in € '000
2012
in € '000
Personnel expenses
Wages and salaries 57,785 57,395
Social security contributions 10,506 10,138
Expenses for pension costs and other benefits 1,008 1,052
Other social expenditure 960 1,097
Total 70,259 69,682

On an annual average, Westag & Getalit AG's staffing levels were as follows:

2013 2012
Number of staff (excl, trainees)
Employees 379 376
Industrial employees 852 862
Total 1,231 1,238

7. Depreciation and amortisation of non-current assets

2013
in € '000
2012
in € '000
Depreciation and amortisation of non-current assets
Intangible assets 366 342
Tangible assets 9,700 9,404
Total 10,066 9,746

Depreciation of tangible assets includes write-downs for impairment resulting from the demolition of a building in the amount of € 194 thousand (previous year: € 0 thousand).

2013
in € '000
2012
in € '000
Other operating expenses
Freight out 10,690 10,691
External cost of repair and maintenance 5,524 3,422
External production labour and overhead 3,595 4,291
Advertising and trade fair expenses 1,717 1,423
Insurance, contributions and fees 1,289 1,314
Legal and consulting fees including IT consulting 1,223 920
Travel and mileage allowance 605 604
Car cost 577 550
Other personnel expenses 550 503
Postage, office supplies and telephone 542 560
Rent, lease, leasing costs 516 607
Other expenditure (individual items under € 500 thousand) 1,392 1,329
Total 28,220 26,214

Other expenditure includes expenditures unrelated to the accounting period in the amount of € 216 thousand (2012: € 113 thousand) and foreign currency expenses in the amount of € 37 thousand (2012: € 69 thousand).

2013
in € '000
2012
in € '000
Other taxes 236 227
Total 236 227

Other taxes mainly comprise real property tax and vehicle license tax.

2013
in € '000
2012
in € '000
Financial result
Interest income 54 162
Income from long-term financial investments 3 3
Income from the investment in AKP Carat Arbeitsplatten GmbH 273 273
Interest expenses - 5 - 6
Total 325 432

9.

Other taxes

11. Taxes on income

2013
in € '000
%*) 2012
in € '000
%*)
Taxes on income
Expected tax expenditure 2,734 30.0 3,230 30.0
Adjustments for prior years - 1 - 0.0 42 0.4
Other tax effects - 59 - 0.6 29 0.3
Total 2,674 29.3 3,301 30.7
*) of net profit before income taxes in an
amount of
9,111 10,766

The above tax rates were estimated on the basis of the applicable tax rates. A corporate income tax rate of 15% plus a solidarity surcharge of 5.5% was assumed. Trade tax is based on local assessment rates of 403% for Wiedenbrück and 411% for Wadersloh.

Tax expenses are comprised as follows:

2013
in € '000
2012
in € '000
Actual tax expenses 2,763 3,339
Deferred taxes resulting from the creation and
reversal of temporary differences:
Provisions for pensions 63 - 57
Non-current provisions for personnel 4 - 4
Special item with an equity portion - 52 - 52
Value adjustment of fixed assets - 104 75
Total 2,674 3,301

Deferred taxes were calculated on the basis of a tax rate of 30%.

12. Result per share

2013 2012
Result per share
Net profit in € 6,437,382.48 7,465,030.11
Average holdings of ordinary shares 2,860,000 2,860,000
Average holdings of preference shares 2,549,172 2,549,641
Result per ordinary share in € 1.16 1.35
Result per preference share in € 1.22 1.41
Ordinary shares entitled to dividend 2,860,000 2,860,000
Preference shares entitled to dividend 2,549,172 2,549,172
Dividend per ordinary share in € 0.94 0.94
Dividend per preference share in € 1.00 1.00

Notes to the balance sheet

13. Non-current assets

13.1 Intangible assets, tangible assets and financial assets

The breakdown of the non-current asset items summarised in the balance sheet and their development throughout fiscal 2013 have been recorded in the respective notes to the balance sheet.

Tangible assets are encumbered with land charges in an amount of € 6,800 thousand. No actual drawing existed on December 31, 2013.

As of the balance sheet date, the Westag & Getalit AG held 49% of the shares in AKP Carat-Arbeitsplatten GmbH (AKP), Meiningen, which is an associated company. AKP has a nominal capital of € 65 thousand (2012: € 65 thousand). The company's equity capital amounted to € 2,685 thousand as of December 31, 2013 (2012: € 2,354 thousand). A net profit of € 889 thousand (2012: € 443 thousand) was generated in 2013.

13.2 Deferred tax assets

2013
in € '000
2012
in € '000
Deferred tax assets
Provisions 2,260 2,473
Special item with an equity portion - 197 - 248
Fixed assets - 1,425 - 1,530
Total 638 695

Based on a rate of 30%, net deferred tax assets amounted to € 638 as of December 31, 2013 (previous year: € 695).

(in € '000) Intangible assets Tangible assets
Software, licenses
and other industrial
property rights
Land and leasehold
rights and buildings
Plant and machinery Other fixtures and
fittings, tools and
equipment
Acquisition and production costs
January 1, 2012 2,481 56,483 108,916 75,536
Additions 482 560 4,005 3,152
Disposals 26 0 2,446 1,865
Reclassifications 0 0 5,201 1,602
December 31, 2012 2,937 57,043 115,676 78,425
Additions 386 1,904 1,925 3,441
Disposals 4 0 207 1,132
Reclassifications 0 13 296 1,598
December 31, 2013 3,319 58,960 117,690 82,332
Accumulated depreciation
January 1, 2012 1,707 34,661 83,357 65,717
Additions 342 1,291 4,633 3,480
Releases 26 0 2,444 1,764
December 31, 2012 2,023 35,952 85,546 67,433
Additions 366 1,442 4,767 3,491
Releases 4 0 207 1,078
December 31, 2013 2,385 37,394 90,106 69,846
Carrying amounts
December 31, 2012 914 21,091 30,130 10,992
December 31, 2013 934 21,566 27,584 12,486

Development of non-current intangible assets, tangible assets and financial assets

Financial assets
Payments on account
and tangible assets in
course of construction
Total Shares in
associated
companies
Other loans Total Non-current assets
Total
6,378 247,313 1,200 75 1,275 251,069
2,322 10,039 0 75 75 10,596
0 4,311 0 0 0 4,337
- 6,803 0 0 0 0 0
1,897 253,041 1,200 150 1,350 257,328
4,760 12,030 0 0 0 12,416
0 1,339 0 40 40 1,383
- 1,907 0 0 0 0 0
4,750 263,732 1,200 110 1,310 268,361
0 183,735 0 0 0 185,442
0 9,404 0 0 0 9,746
0 4,208 0 0 0 4,234
0 188,931 0 0 0 190,954
0 9,700 0 0 0 10,066
0 1,285 0 0 0 1,289
0 197,346 0 0 0 199,731
1,897 64,110 1,200 150 1,350 66,374
4,750 66,386 1,200 110 1,310 68,630

14. Current assets 14.1 Inventories

14.2

Receivables and other assets

2013
in € '000
2012
in € '000
Inventories
Raw materials and supplies 16,295 18,256
Work in progress 4,428 4,330
Finished goods and merchandise 14,617 15,755
Total 35,340 38,341

In the fiscal year, inventories were written down and recognised in profit/loss in an amount of € 1,026 thousand (2012: € 1,391 thousand) in accordance with IAS 2.34. No impairments made in earlier years were revalued to historical cost in the fiscal year. No inventories were transferred as security by Westag & Getalit AG.

2013
in € '000
2012
in € '000
Receivables and other assets
Trade receivables 27,348 27,303
Receivables from associated companies 8 13
Other assets 1,578 2,080
Income tax receivables 2,140 2,155
Total 31,074 31,551

Receivables from associated companies result from the business relationships with AKP Carat-Arbeitsplatten GmbH and its subsidiary, WAV Carat-Arbeitsplatten GmbH. Westag has a direct and indirect influence on these companies. In fiscal 2013, goods in an amount of € 1,039 thousand (2012: € 1,076 thousand) were supplied to these companies and no goods were purchased from them as in the previous year.

2013
in € '000
2012
in € '000
Accounts receivable
Carrying amount 27,348 27,303
thereof not impaired as of the balance sheet date and due for less
than 30 days
1,441 1,833
more than 30 days and less than 60 days 618 459
more than 60 days 947 561

The table below shows the changes in valuation allowances to cover a possible risk of default:

2013
in € '000
2012
in € '000
Valuation allowances
As of January 1 1,415 1,394
Addition 62 47
Use/Reversal -80 -26
As of December 31 1,397 1,415

Losses of receivables totalled € 199 thousand in the fiscal year (2012: € 125 thousand). The products shipped by the company are subject to retention of ownership.

Other assets are composed as follows:

2013
in € '000
2012
in € '000
Other assets
Suppliers with debit balances 799 632
Energy refunds 321 620
Receivables from supplier bonuses 179 357
Other 279 471
Total 1,578 2,080

Income tax receivables include claims under corporate income tax benefits in an amount of € 1,584 thousand (2012: € 1,976 thousand). These claims are discounted at a rate of 0.5% (2012: 0.5%) and paid out in equal instalments of € 399 thousand over a period of 10 years starting 2008. The corporate income tax benefit has a carrying amount of € 1,596 thousand (2012: € 1,995 thousand).

2013
in € '000
2012
in € '000
Cash and cash equivalents
Current account balances 6,090 2,475
Time deposit and money market account balances 15,200 13,051
Total 21,290 15,526

Bank guarantees in an amount of € 131 thousand (previous year: € 138 thousand) have been obtained until March 31, 2014 as insolvency coverage for partial retirement working time credits. No other securities or bank deposits were pledged or assigned in the year under review as well as the previous fiscal year.

14.3 Cash and cash equivalents

15. Equity 15.1 Subscribed share capital

Number 2013
in € '000
2012
in € '000
Subscribed share capital (bearer shares)
Ordinary shares 2,860,000 7,322 7,322
Preference shares 2,860,000 7,322 7,322
Total 5,720,000 14,644 14,644

The aim of our capital management efforts is to generate an appropriate return on equity employed on the basis of the existing good equity ratio. In accordance with the provisions of the German Stock Corporation Act (AktG) and the statutes, net profits generated are allocated to reserves or distributed to the shareholders in the form of a dividend.

Changes in equity are shown in the enclosed statement of changes in equity.

All of the company's shares are registered for trade and officially quoted at the Düsseldorf and Frankfurt stock exchanges. The ordinary shares are full voting shares, while the preference shares are non-voting. Preference shareholders receive a preferred dividend of € 0.12 per preference share out of the accumulated profit. If the distributable accumulated profit is not sufficient to pay out a dividend of € 0.12 per preference share, the deficit must be paid, without interest, out of the accumulated profit generated during the subsequent years in such a way that the older deficits are paid before the newer ones and the preferred amounts payable for the year out of the same year's profit are paid subsequent to the repayment of all deficits.

Subsequent to the distribution of a dividend of € 0.12 per ordinary share, the preference shareholders receive an extra dividend, which may not be paid retroactively, of € 0.06. Both preference and ordinary shareholders participate in a further distribution in the proportion of their prorate shares in the capital stock. The company reserves the right to issue further preference shares which, with respect to a distribution of profit or of company assets, are of equal rank over the existing non-voting preference shares.

On August 24, 2010, the Annual General Meeting authorised the Management Board to increase, by August 23, 2015 and with the Supervisory Board's approval, the capital stock once or several times, by way of issuing new bearer shares and/or non-voting preference shares by up to € 5,840,000 (approved capital I) in return for cash contributions or by € 1,460,000 (approved capital II). This authorisation also includes the entitlement to issue preference shares which, with respect to a distribution of profit or of company assets, are equal in rank with the existing non-voting preference shares.

We also state the following with regard to the capital and the statutes:

Gethalia Foundation c/o Prokurationsanstalt, Vaduz, Liechtenstein, has held 2,159,300 voting ordinary shares in the company since December 2013, when it took over the voting interests from Syntalit AG, Zug, Switzerland, a subsidiary of Gethalia Foundation. These shares represent 75.5% of the voting rights. No other direct or indirect shareholdings that exceed 10 % of the voting rights were reported to the company or are known to the Management Board.

Shares with special rights that grant controlling powers do not exist. To the company's knowledge, employees only hold preference shares in the company. The members of the company's Management Board are appointed and dismissed by the Supervisory Board in accordance with section 84 of the German Stock Corporation Act (AktG).

Pursuant to section 179 of the German Stock Corporation Act (AktG), amendments to the statutes require a majority of at least three quarters of the share capital represented at the Annual General Meeting. The statutes do not include any provisions that deviate from this clause.

Based on a resolution adopted by the ordinary Annual General Meeting of August 24, 2010, the Management Board is authorised to repurchase own shares as defined in section 71 para. 1 No. 8 of the German Stock Corporation Act (AktG) until August 23, 2015.

No agreements exist which come under the condition of a change of control due to a takeover bid. Compensation agreements have not been concluded with the members of the Management Board or employees in the event of a takeover bid.

15.2 Capital reserve

2013
in € '000
2012
in € '000
Capital reserve 24,399 24,399
Total 24,399 24,399

The capital reserve mainly consists of the premiums of earlier capital increases.

15.3

15.4

Accumulated profit

Revenue reserves 2013
in € '000
2012
in € '000
Revenue reserves
Legal reserves 596 596
Other revenue reserves 59.715 58.915
Total 60.311 59.511

Revenue reserves contain the past results of Westag & Getalit AG to the extent they have not been distributed. They also include negative changes in equity with no impact on profit or loss, which result from the adoption of IFRS.

In fiscal 2013, € 800 thousand (2012: € 2,100 thousand) were allocated to the revenue reserves in accordance with section 58 para. 2 of the German Stock Corporation Act (AktG).

2013
in € '000
2012
in € '000
Development of the balance sheet item
As of January 1 6,971 10,240
Dividend payout -5,238 -5,238
Acquisition of own shares 0 -25
Net profit 6,437 7,465
Other comprehensive income 341 - 3,371
Addition in accordance with section 58 para. 2 AktG - 800 -2,100
As of December 31 7,711 6,971

Own shares (310,828 shares; 2012: 310,828 shares) in an amount of € 3,844 thousand (2012: € 3,844 thousand) held on the balance sheet date were netted with the accumulated profit without any impact on the operating result.

Other comprehensive income comprises includes income and expenses directly recognised in equity and represents actuarial gains/losses from defined benefit pension plans in the amount of € 487 thousand (previous year: € -4.816 thousand) taking into account deferred taxes of € -146 thousand (previous year: € 1,445 thousand).

» Notes to the balance sheet

16. Non-current liabilities 16.1 Pension provisions

2013
in € '000
2012
in € '000
Changes in the balance sheet item
As of January 1 19,426 14,410
Current expenditure as detailed below 984 957
Current pension payments - 776 -757
Change in actuarial gains/losses - 487 4,816
As of December 31 19,147 19,426

The present value of the benefit obligations is not fund-financed.

Breakdown of the benefit obligation:

2013
in € '000
%
Active employees 8,191 42.8
Retired employees with vested entitlements 509 2.7
Pension recipients 10,447 54.5
December 31 19,147 100.0

The statement of comprehensive income of fiscal 2013 includes the following expenses for pension obligations as personnel expenses:

2013
in € '000
2012
in € '000
Current service cost 356 228
Interest expenses 628 729
Total 984 957

The changes in actuarial gains/losses are shown below:

2013
in € '000
2012
in € '000
January 1 4,833 17
Changes in financial accounting assumptions - 631 4,853
Experience adjustments 144 - 37
December 31 4,346 4,833

The changes in actuarial gains/losses are shown in the statement of comprehensive income as other comprehensive income in the sum total of income and expenses directly recognised in equity.

The amount of provisions is calculated using actuarial methods based on the following assumptions:

2013
in %
2012
in %
Discount factor (p.a.) 3.50 3.30
Anticipated income growth (p.a.)
Rate of pension progression (p.a.) 2.00 2.00

A change in the above assumptions used to calculate the pension provisions as of the balance sheet date would have the following effects on the obligation:

Effects
in € '000
Effects
in € '000
Biometric accounting
Change in life expectancy used - 1 year + 1 year
RT 2005 G - 522 529
Financial accounting
Change in the discount factor used - 100 bps + 100 bps
3.50 % 3,525 - 2,715
Change in the salary trend used - 50 bps + 50 bps
Change in the pension trend used - 25 bps + 25 bps
2.00 % - 534 559

We intend to continue financing the pension obligations via provisions and to make the pension payments from the company's operating cash flow. Investing free cash flow in the company should secure adequate interest income on the capital employed in the medium and long term to cover uncovered pension risks.

We project service costs and interest expenses of € 987 thousand for the fiscal year 2014. The maturity profile from the benefit obligations for future fiscal years is:

2014 2015 2016 2017 2018 2019–2023
in € '000 in € '000 in € '000 in € '000 in € '000 in € '000
817 812 811 810 814 4,091

As in the previous year, the pension obligation has a weighted average maturity of approx. 16.6 years.

16.2 Other non-current provisions

in € '000 Provisions for
personnel
Other
provisions
Non-current
provisions
Total
As of January 1, 2012 672 885 1,557
Use 112 765 877
Reversal 0 0 0
Addition 19 783 802
As of December 31, 2012 579 903 1,482
As of January 1, 2013 579 903 1,482
Use 57 594 651
Reversal 0 0 0
Addition 11 592 603
As of December 31, 2013 533 901 1,434

Non-current provisions essentially include the non-current portion of the provisions for complaints and guarantees as well as the provisions for anniversary benefits. The current portion of the anniversary provisions amounts to € 50 thousand (previous year: € 42 thousand).

2013
in € '000
2012
in € '000
Trade payables 9,801 9,829
Total 9,801 9,829

All trade payables are current liabilities, which are subject to the usual retention of ownership of the suppliers. Trade payables are due within one year and non-interest-bearing.

2013
in € '000
2012
in € '000
Other non-current liabilities
Bonuses due to customers 8,350 7,543
Liabilities to employees 4,632 4,934
Insurance payments 2,626 0
Income tax on wages and salaries 1,413 1,343
Value-added tax 711 707
Debtors classed as creditors 123 80
Advance payments received 35 80
Others 1,035 936
Total 18,925 15,623

The insurance payments relate to hail damage suffered by the Rheda-Wiedenbrück plant in summer 2013. To settle the damage and the resulting costs, the insurer made payments totalling € 2,626 thousand up to the balance sheet date on the basis of an expert opinion. The payments are related to the repairs of the damage, which are scheduled to be completed by the end of the fiscal year 2014.

17.2 Other current liabilities

17.

17.1

Current liabilities

Trade payables

Other current liabilities are due within one year and non-interest-bearing.

17.3 Current provisions

Guarantee obligations
in € '000
As of January 1, 2012 591
Use 511
Reversal 0
Addition 522
As of December 31, 2012 602
As of January 1, 2013 602
Use 396
Reversal 0
Addition 394
As of December 31, 2013 600

The provision was established for the temporary use of guarantee obligations.

Other information

18. Additional notes to the balance sheet 18.1 Additional disclosures on financial instruments As at the balance sheet date, Westag & Getalit AG exclusively held original financial instruments. On the assets side, they relate to financial assets and primarily comprise other non-current loans, receivables and other assets as well as liquid funds and are recognised at amortised cost. On the liabilities side, financial instruments relate to financial liabilities measured at amortised cost. The original financial instruments held by the company are stated in the balance sheet; the amount of the financial assets is equivalent to the maximum default risk.

For information on the changes in valuation allowances and maturities, please refer to the explanations provided under the balance sheet item "Receivables and other assets".

The table below shows a comparison between the carrying amounts and the fair values. For liquid funds and other short-term original financial instruments, the carrying amounts represent an adequate approximation of the fair values.

2013
Carrying amount
in € '000
Fair value
in € '000
2012
Carrying amount
in € '000
Fair value
in € '000
Assets
Other loans 110 110 150 150
Receivables and other assets 28,934 28,934 29,396 29,396
Cash and cash equivalents 21,290 21,290 15,526 15,526
Liabilities
Trade payables 9,801 9,801 9,829 9,829
Other current liabilities 18,925 18,925 15,623 15,623
Net interest income
from financial assets 49 49 80 80

Westag & Getalit AG is exposed to moderate financial and currency risks related to purchases and sales in foreign currency. These risks are mitigated in individual cases and on a small scale through the use of exchange rate hedges, while keeping an eye on anticipated exchange rate trends. In the fiscal year 2013, only sales in the UK in local currency were hedged by foreign exchange transactions in the course of the year, while the exchange rate risk on the purchasing side was mitigated by the simultaneous acquisition of US dollars.

In view of the foreign currency business volume, the company currently believes that changes in exchange rates will have no significant impact on the result for the period. In order to eliminate default risks, we have taken out insurance cover for most of our accounts receivable.

As of the balance sheet date, the company held no derivative financial instruments to hedge future payments. Accordingly, derivative financial instruments had a fair value of € 0 thousand (2012: € 39 thousand).

18.2 Segment reporting

Segment assets include all operating assets used by a segment, in particular non-current assets, inventories, receivables as well as cash and cash equivalents. Segment liabilities comprise all operating liabilities and consist primarily of liabilities and provisions.

Segment investments include all investments in non-current operating assets. The breakdown into segments is largely based on the respective shares in total sales, unless a direct allocation is possible.

Westag & Getalit AG's segment reporting is based on a breakdown into geographic regions by customers domiciled in Germany and abroad (primary reporting format).

Domestic
in € '000
Abroad
in € '000
Westag total
in € '000
Fiscal 2013
Sales 178,002 46,158 224,160
Profit contribution 45,919 12,265 58,184
Fixed cost 38,492 10,581 49,073
Result 7,427 1,684 9,111
Fiscal 2012
Sales 178,550 48,851 227,401
Profit contribution 46,238 12,350 58,588
Fixed cost 37,807 10,015 47,822
Result 8,431 2,335 10,766
Domestic
in € '000
Abroad
in € '000
Westag total
in € '000
Geschäftsjahr 2013
Segment assets 135,035 21,937 156,972
Segment liabilities 42,933 6,974 49,907
Segment investments 10,681 1,735 12,416
Segment depreciation 8,659 1,407 10,066
Fiscal 2012
Segment assets 131,177 21,310 152,487
Segment liabilities 40,399 6,563 46,962
Segment investments 9,115 1,481 10,596
Segment depreciation 8,384 1,362 9,746
in € '000 Plywood/
Formwork
Doors/
Frames
Laminates/
Elements
Other Westag
total
Fiscal 2013
Sales 28,618 114,691 74,337 6,514 224,160
Segment investments 336 4,644 5,591 1,845 12,416
Segment assets 14,275 61,010 54,258 27,429 156,972
Fiscal 2012
Sales 32,025 113,850 74,784 6,742 227,401
Segment investments 308 4,543 2,350 3,395 10,596
Segment assets 16,330 56,397 51,202 28,558 152,487

Segment reporting by divisions (secondary reporting format)

They are composed as follows:

18.3 Other financial obligations

2013
in € '000
2012
in € '000
Other financial obligations
Purchase commitments 9,066 533
Gas purchase contracts 1,870 2,710
Electricity purchase contracts 1,684 1,613
Rental and lease contracts 956 680
Other financial obligations 88 87
Total 13,664 5,623

The rental and lease contracts include an "Erbbaurecht" (leasehold) with a remaining term of 60 years in an amount of € 187 thousand (2012: € 188 thousand), which is discounted at a rate of 5%.

Payments in an amount of € 220 thousand (2012: € 139 thousand) will have to be made under the rental and lease contracts in the next 12 months.

18.4 Related party disclosures

Related parties as defined in IAS 24 are:

  • Gethalia Foundation and Syntalit AG as direct and indirect majority shareholder
  • Management Board of Westag & Getalit AG
  • Supervisory Board of Westag & Getalit AG
  • AKP Carat-Arbeitsplatten GmbH as an associated company as well as its subsidiaries
  • masline GmbH and WAV Carat-Arbeitsplatten GmbH

According to a notification from Syntalit AG, Zug, Switzerland, and Gethalia Foundation, Vaduz, Liechtenstein, dated December 18, 2006, Syntalit AG's voting interest in our company amounted to 75.5%. These voting rights were attributable to Gethalia Foundation pursuant to section 22 para. 1 sentence 1 No. 1 of the German Securities Trading Act (WpHG). In a letter dated December 23, 2013, the two companies informed us that the 75.5% of the ordinary shares and, hence, the voting interests in Westag & Getalit AG were transferred to Gethalia Foundation on December 23, 2013. In a letter dated January 16, 2014, Syntalit AG additionally informed us that its voting interest in Westag & Getalit AG has amounted to 0.0% since the transfer on December 23, 2013. Since then, we have received no further notifications of a reportable change in shareholdings.

With regard to our relationships with affiliated companies, we would like to point out that we did not conduct any legal transactions with Syntalit AG and Gethalia Foundation. The respective report required under section 312 of the German Stock Corporation Act (AktG) concludes with the following declaration: "Transactions which are subject to reporting requirements did not take place."

With regard to the compensation of the management Board and the Supervisory Board as well as the relationships with AKP-Carat-Arbeitsplatten GmbH, please refer to note 14.2 "Receivables and other assets" and note 18.6 "Management Board and Supervisory Board compensation".

18.5 Bodies of the company

Management Board

Bernhard Wenninger

Graduate economist Management Board Spokesman Director Central Divisions Rheda-Wiedenbrück

Wilhelm Beckers

Graduate process engineer Director Doors/Frames Division (from Jan. 1, 2014 Chairman of the Management Board and Head of the Doors/Frames Division) Herzebrock-Clarholz

Markus Sander

Graduate engineering manager Director Laminates/Elements Division and Plywood/Formwork Division (from January 1, 2014 Head of the Surfaces/Elements Division) Herford

Supervisory Board

Pedro Holzinger

Businessman Chairman Rheda-Wiedenbrück

Klaus Pampel

Managing Director Hüttenes-Albertus Chemische Werke GmbH, Meerbusch Vice Chairman

Jürgen Heite

Managing Director of Thyssen`sche Handelsgesellschaft mbH, Meerbusch

Dr. Joachim Schönbeck

Head of the management of SMS Meer GmbH, Mönchengladbach

Dietmar Lewe*

Industrial Timber Processing Master Chairman of the works council, Rietberg

Reinhard Grewe*

Skilled worker, Rheda-Wiedenbrück

* Employee representative

Dr. Joachim Schönbeck is member of the Supervisory Board of SMS Siemag AG, Düsseldorf, and of Elexis AG, Wenden, as well as President of the Supervisory Board of SMS Concast AG, Zurich.

18.6 Management Board and Supervisory Board compensation

2013
in € '000
2012
in € '000
Total Supervisory Board compensation 66 65
Total Management Board compensation 1,087 1,221
Total compensation received by former Management
Board members and their surviving dependants
375 418
Pension provisions for former Management Board members and
their surviving dependants as well as for active Management Board
members
5,221 4,064
Service cost for the Management Board and the Supervisory Board
included in pension provisions
0 0
Consulting services (Mr Pedro Holzinger) 60 60

No advances, loans, guarantees or warranties are granted to members of the Supervisory Board and the Management Board.

At the Annual General Meeting on August 24, 2010, a majority of over three quarters of the capital represented decided that the information on the Management Board compensation pursuant to section 285 No. 9a sentence 5 – 8 HGB and sections 315a para. 1, 314 para. 1 N. 6 sentence 5 – 8 HGB for the fiscal years 2010 to 2014 need not be disclosed.

19. Corporate Governance Code

Westag & Getalit AG has issued the Declaration of Conformity regarding the recommendations made by the Government Commission on the German Corporate Governance Code that is required under section 161 of the German Stock Corporation Act (AktG) and has given shareholders access to this declaration via the Internet.

20. The total fee charged by the auditors for the fiscal year breaks down as follows:

2013
in € '000
2012
in € '000
Auditor's fee
Audit 112 100
Tax consulting services 38 38
Other services 33 33
Total 183 171

Total fee charged by the auditors for the fiscal year

21. Translation to IFRS 1 21.1 Equity reconciliation HGB-IAS/IFRS

2013
in € '000
2012
in € '000
Equity reconciliation HGB-IAS/IFRS
Equity according to HGB 110,644 109,795
Deferred taxes 1,534 1,830
Special item with an equity portion 655 829
Provisions for pensions -5,768 -6,929
Equity according to IFRS 107,065 105,525

21.2 Net profit reconciliation

HGB-IAS/IFRS

2013
in € '000
2012
in € '000
Net profit reconciliation HGB-IAS/IFRS
Net profit according to HGB 6,087 7,344
Other operating income -174 -174
Personnel expenses -255 -579
Interest expenses 731 727
Extraordinary result 198 198
Taxes on income - 150 -51
Net profit according to HGB-IAS/IFRS 6,437 7,465

22.

Events after the balance sheet date After the balance sheet date, the insurance company made further payments in the amount of € 624 thousand to settle the hail damage of the fiscal year 2013. The compensation payments by the insurer are made on the condition that the damage is repaired; these repairs are scheduled to be completed by the end of the fiscal year 2014

No other events affecting the net assets, financial position and results of operations occurred after the balance sheet date.

23.

Proposal regarding the appropriation of the accumulated profit

The 2013 accumulated profit according to HGB amounts to € 12,567 thousand and is composed as follows:

2013
in € '000
Net profit 2013 6,087
Retained earnings brought forward 6,480
Allocation to other revenue reserves in accordance with section 58 (2) AktG - 800
Accumulated profit 11,767

We submit to the Annual General Meeting the following proposal regarding the appropriation of the accumulated profit:

2013
in € '000
Distribution of a dividend of € 0.94 € per ordinary share 2,688
Distribution of a dividend of € 1.00 € per preference share 2,549
5,237
Residual profit to be brought forward to new account 6,530
Accumulated profit 11,767

Ordinary shares consist of 2,860,000 no par shares and preference shares consist of 2,549,172 no par shares.

For the proposal regarding the appropriation of the accumulated profit, the number of own shares held at the time of preparation of the balance sheet (310,828 share certificates) was deducted from the total number of preference shares.

24. Responsibility Statement

"To the best of our knowledge, and in accordance with the applicable reporting principles for financial reporting, the financial statements give a true and fair view of the assets, liabilities, financial position and profit or loss of Westag & Getalit AG."

Rheda-Wiedenbrück, February 21, 2014

Westag & Getalit Aktiengesellschaft The Management Board

Wenninger Beckers Sander

AUDITORS' REPORT (IFRS)

We have audited the separate financial statements – comprising the balance sheet, income statement, statement of changes in equity, cash flow statement and the notes – together with the bookkeeping system and the management report prepared by Westag & Getalit Aktiengesellschaft, Rheda-Wiedenbrück, for the fiscal year from January 1 to December 31, 2013. The preparation of the financial statements and the management report in accordance with the IFRS as adopted by the EU and the supplementary provisions of German Commercial Law required to be applied under section 324a of the German Commercial Code (HGB) and the supplementary provisions of the company's statutes is the responsibility of the company's management. Our responsibility is to express an opinion on the financial statements and the management report based on our audit.

We conducted our audit of the separate financial statements in accordance with section 317 of the German Commercial Code (HGB) and German generally accepted audit standards for the audit of financial statements promulgated by the "Institut der Wirtschafts prüfer in Deutschland e.V." (IdW). Those standards require that we plan and perform the audit in such a way that misstatements materially affecting the presentation of the net assets, financial position, and results of operation in the financial statements in accordance with the applicable financial reporting standards and in the management report are detected with reasonable assurance. Knowledge of the business activities and the economic and legal environment of the company and expectations as to possible misstatements are taken into account in the determination of audit procedures. The effectiveness of the accounting-related internal control system and the evidence supporting the disclosures in the financial statements and the management report are examined primarily on a test basis as part of the audit. The audit includes an evaluation of the accounting principles applied and the significant estimates made by the management, as well as evaluating the overall presentation of the financial statements and the management report. We believe that our audit provides a reasonable basis for our opinion.

Our audit has not led to any reservations except for the following: The division of the operating segments and the report on the segment results, the segment assets and the segment liabilities required under IFRS 8 in both the separate financial statements to IFRS and the interim report do not comply with the provisions of IFRS 8, as the company believes that the disclosure of such information would cause material damage compared to its competitors who are not obliged to disclose such information. Insofar, the accounts do not give a true and fair view of the net assets, financial position and results of operation of the segments to be established pursuant to IFRS 8.

On the basis of the knowledge we have gained during the audit, the separate financial statements, save for the above reservation, comply with IFRS as adopted in the EU and the supplementary provisions of German commercial law to be applied in accordance with section 324a of the German Commercial Code (HGB) as well as the supplementary provisions of the company's statutes as well as with IFRS in general and the general accepted accounting principles and give a true and fair view of the net assets, financial position and result of operations of the company in accordance with these requirements. The management report is consistent with the financial statements, provides an appropriate view of the company's position and appropriately presents the opportunities and risks of future development.

Hannover, February 27, 2014

Peters & Partner GmbH Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft

Rolf Roter Auditor

Elke Reil Auditor

Assets December 31, 2013 in € '000 December 31, 2012 in € '000 A, Assets I. Intangible assets Purchased software, licenses and other industrial property rights 934 914 II. Tangible assets Land and leasehold rights and buildings, including buildings on third-party land 21,566 21,091 Plant and machinery 27,584 30,130 Other fixtures and fittings, tools and equipment 12,486 10,992 Payments on account and tangible assets in course of construction 4,750 1,897 66,386 64,110 III. Financial assets Equity investments 1,200 1,200 Other loans 110 150 1,310 1,350 68,630 66,374 B. Current assets I. Inventories Raw materials and supplies 16,295 18,256 Work in progress 4,428 4,330 Finished goods and merchandise 14,617 15,755 35,340 38,341 II. Accounts receivable and other assets Accounts receivable 27,348 27,303 Receivables from companies in which an interest is held 8 13 Other assets 3,584 3,819 30,940 31,135 III. Cheques, cash on hand and cash in other bank accounts 21,290 15,526 87,570 85,002 C. Prepaid expenses 134 416 Total assets 156,334 151,792

Balance sheet as of December 31, 2013 (according to HGB)

Liabilities December 31, 2013
in € '000
December 31, 2012
in € '000
A. Capital stock
I.
Subscribed capital
Ordinary shares 7,322 7,322
Preference shares
Subscribed capital 7,322 7,322
Own shares - 797 - 797
6,525 6,525
13,847 13,847
II.
Capital reserve
24,367 24,367
III. Revenue reserve
Legal reserve 596 596
Other revenue reserves 60,067 59,267
60,663 59,863
IV. Accumulated profit 11,767 11,718
110,644 109,795
B.
Special item with an equity portion
655 829
C. Provisions
Provisions for pensions and similar obligations 13,380 12,498
Other provisions 13,770 13,553
27,150 26,051
D. Liabilities
Advances from customers 35 80
Accounts payable 9,801 9,829
Other liabilities 7,154 4,073
16,990 13,982
E.
Deferred taxes
895 1,135
Total liabilities 156,334 151,792
Sales revenues
224.160
227.401
In/decrease in finished goods, inventories and work in process
- 931
988
Other own work capitalised
243
300
223.472
228.689
Other operating income
3.046
3.174
Cost of materials
Cost of raw materials, consumables and supplies, and of purchased materials
- 101.126
- 107.209
Cost of purchased services
- 7.653
-8.277
- 108.779
- 115.486
Personnel expenses
Wages and salaries
- 57.785
- 57.395
Social security and other pension costs, thereof in respect of old-age pensions
- 12.218
- 11.708
- 70.003
- 69.103
Depreciation of intangible fixed assets and tangible assets
- 10.066
- 9.746
Other operating expense
- 28.220
- 26.214
Income from equity investments
273
273
Income from other investments and long-term loans
3
3
Other interest and income
54
163
Interest and similar expenses
- 736
- 734
Result from ordinary activities
9.044
11.019
Extraordinary expenses
- 199
- 199
Extraordinary result
- 199
- 199
Taxes on income
- 2.523
- 3.249
Other taxes
- 235
- 227
- 2.758
- 3.476
Annual net profit
6.087
7.344
Previous year's appropriated retained earnings brought forward
6.480
6.474
Transfer to other revenue reserves
- 800
- 2.100
Accumulated profit
11.767
11.718
2013
in € '000
2012
in € '000

Profit and loss account – financial year 2013 (according to HGB)

AUDITORS' REPORT (HGB)

Peters & Partner GmbH, Wirtschaftsprüfungsgesellschaft, Steuerberatungsgesellschaft, Hannover have issued an unqualified audit certificate for the full financial statements to HGB of Westag & Getalit AG for the period ended December 31, 2013, which comprise the balance sheet, profit and loss account, notes, cash flow statement and statement of changes in equity, as well as the accounts and the management report for the fiscal year 2013.

Financial Calendar*

Press release Report on the results

March 20, 2014

November 11, 2014

March 28, 2014 May 13, 2014 August 12, 2014 August 26, 2014 September 9, 2014 of the fiscal year 2013 Publication of Financial Report 2013 (on the Internet) Report on the first three months of 2014 Interim report on the first six months 2014 Annual General Meeting in Rheda-Wiedenbrück Präsentation der Westag & Getalit AG Presentation of Westag & Getalit AG at the Small Cap Conference in Frankfurt/Main

* For updates refer to: www.westag-getalit.de/financial-calendar

Report on the first 9 months of 2014

Published by Westag & Getalit AG Hellweg 15 33378 Rheda-Wiedenbrück Germany Tel. +49 5242 17-0 Fax +49 5242 17-75000

Edited by Investor Relations [email protected]

ISSN 1610-6776

Photos by Westag & Getalit AG imageagency.com

We support ambitious fair-faced concrete projects by providing customer-oriented advice and customised formwork panels.

Our GetaCore kitchen worktops are distinguished by the absence of joints and their warm touch. To meet our customers' specific requirements, we offer a bespoke cutting service.

Our style design doors with their individual surface textures easily coordinate with all modern decors, blending in smoothly into any contemporary interior design.

Contact details of the divisions

Surfaces/Elements

Phone +49 5242 17-1000 Fax +49 5242 17-710000

Phone +49 5242 17-3000 Fax +49 5242 17-73000

Phone +49 5242 17-2000 Fax +49 5242 17-72000

Westag & Getalit AG

Postfach 26 29 | 33375 Rheda-Wiedenbrück | Germany Phone +49 5242 17-0 | Fax +49 5242 17-75000 www.westag-getalit.de | [email protected]