i n t e r i m r e p o r t / h a l f - y e a r r e p o r t ... · following a good start to the...

i n t e r i m r e p o r t /

H a l f - y e a r r e p o r t

of the BayWa Group

1 January until 30 June 2012

INTERIM REPORT OF THE BayWa GROUP FOR THE PERIOD FROM

1 JANUARY UNTIL 30 JUNE 2012

The Report provides information on the performance of the BayWa Group in the

second quarter and the first six months of the financial year 2012.

Internationalisation strategy bearing fruit:

renewable energies and fruit trading surpass expectations

In € million Q2/12 Q2/11 % 6M/12 6M/11 %

Revenues 2,911.8 2,624.8 10.9 5,131.3 4,586.2 11.9

EBIT 84.5 83.0 1.7 91.1 88.7 2.7

Following a good start to the season, the growth momentum of BayWa, an

international trading and services group, continued unabated in the second quarter.

By 30 June 2012, revenues had risen overall by around 11.9 percent to €5.1 billion

compared with the previous year's period. Earnings before interest and tax (EBIT)

also climbed by approximately €2.4 million to a total of €91.1 million, topping the

strong year-earlier result. Decisive stimulus emanated especially from the newly

acquired fruit business in New Zealand and from the renewable energies business.

The growing internationalisation of the Group's operations has enabled it to more

than compensate for the seasonally induced declines in domestic markets and to

sustainably secure profit.

The Agriculture Segment benefited from the first-time consolidation of the majority

interest in Turners & Growers. The performance of the New Zealand fruit trader

exceeded expectations. As a result, the Fruit Business Unit generated around

€10.5 million and for the first time ever contributed more than 15 percent to the

Group's agribusiness. The Agricultural Equipment Business Unit also continued to

match the positive performance of 2011 on the back of surplus orders from the

previous year and strong new business. As anticipated, the disparate fertiliser price

trend and narrower grain trading margins caused a slight decline in the result

compared with a year ago.

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The Energy Segment considerably outstripped the figures posted a year earlier. The

renewable energies business, with demand for photovoltaic components still running

high in the second quarter, made a substantial contribution to the result. Sales were

driven in particular by the cuts scheduled for mid-year to subsidies promoting large-

scale photovoltaic power plants. In the project business, the sale of a number of

photovoltaic power plants was brought to a successful conclusion.

Trading in conventional energy carriers reported greater demand for heating oil,

prompted by a temporary downtrend in oil prices.

The Building Materials Segment used the positive development in the second quarter

to make up the ground customarily lost at the start of the year due to seasonal

influences. In the first six months, revenues, boosted by the building materials trade's

healthy order book, almost repeated the year-earlier level. In terms of profit, the

Segment is still reporting a shortfall as the first half-year was dominated by the drop

shipment business where margins are tighter.

The performance to date and the current conditions in all three segments constitute a

sound basis for the Group to achieve the revenue and profit targets in 2012 which

are set higher than 2011.

Segments of the BayWa Group

Agriculture Segment

In € million Q2/12 Q2/11 % 6M/12 6M/11 %

Revenues 1,483.2 1,265.4 17.2 2,573.7 2,277.3 13.0

EBIT 48.4 41.7 16.1 68.5 71.8 -4.7

Market environmentDespite a slight deterioration in June, the sentiment in the agriculture industry

remains upbeat. Having peaked at the end of the first quarter, the German Farmers'

Association's economic index fell slightly compared with March (down 5.7 points).

The decline is likely to have been caused first and foremost by the feedstuff price

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hikes which burden pig farmers and milk producers in particular. Moreover, below-

average expectations for the 2012 harvest are another reason for the slight downturn

in the agricultural sector's sentiment barometer.

The extreme heat and drought pose a challenge for areas reserved for grain

cultivation in countries bordering the Black Sea and in the midwest of the US. Experts

predict a harvest volume of some 280 million tons of cereal this year for Europe,

which represents a shortfall of around 3 million tons compared with Europe's 2011

harvest. The impact on the harvest of the EU countries varies, however, depending

on the extent of winter-kill and drought damage. The producing countries of France

and the UK are performing well compared with Germany, Austria and Poland, where

the harvest may be poorer. The cereal harvest here in Germany, for instance, is

expected to decline by 0.8 percent to 41.5 million tons (forecast on 22 June 2012).

In terms of the harvest yield outlook, there is a south-north divide in Germany. These

forecasts are likely to be the reason for wheat prices edging up, which will result in

ongoing price volatility.

The price level for agricultural produce, which held steady for many months, triggered

an upturn in demand for fertilisers just in time for the start of the fertiliser season.

Following a modest start to the year, fertiliser sales rose at the beginning of the

second quarter. The trend in fertiliser prices varies, with urea prices gaining

momentum through to the end of the second quarter as opposed to softer prices for

calcium ammonium nitrate. Uncertainty about prices at the beginning of the new

fertiliser year 2012/2013 in July is also mainly attributable to a reticent approach to

storage adopted by traders and farmers. An earlier start to the season following frost

in February and the warm, wet weather boosted sales in the crop protection industry.

After the exceptionally good year for agricultural equipment in 2011, the propensity of

German farmers to invest in machinery and equipment continues to run at a high

level this year. This is reflected in the healthy order books and order patterns

remaining at the previous-year level, although new orders entered a slight downtrend

in the second quarter. Against the backdrop of the previous year's record level, this

trend indicates that the farmers' liquidity base remains sound. Whereas fruit growers

in New Zealand have already finished harvesting, the fruit harvest in Germany is still

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at risk from unpredictable weather conditions. The fruit harvest in Germany is

therefore unlikely to match the bumper year of 2011. Late frost in April and May could

have had a detrimental effect on the volume of this year's fruit farm yields in some

fruit growing areas.

Business development

In the first half of 2012, the Group generated revenues totalling €2.6 billion through

its Agriculture Segment, which comprises trading in agricultural resources and

produce as well as the Agricultural Equipment and Fruit business units. This

corresponds to an increase of around 13 percent compared with a year ago, a result

which is partly attributable to the first-time consolidation of Turners & Growers.

Following the exceptionally good result at mid-year 2011, EBIT stood at €68.5 million

at the end of the first six months of the current financial year. The marginal decline of

just under 5 percent is mainly due to weaker margins in grain and fertiliser trading.

Unlike the grain business in 2011, which benefited from the sharp uptrend in prices

from the start of the harvest onwards, prices in the reporting period only began to rise

at the end of the phase of subsequent collection and storage and after grain stocks

had been sold. The gradual decline in the price of calcium ammonium nitrate during

the most important fertiliser-spreading period from April to June also pared down

trading margins for fertilisers. Narrower profit margins were largely offset by greater

grain volumes and the sale of seed and crop protection which went exceptionally

well. The relatively damp summer in BayWa's home territory so far has boosted

demand for crop protection. In addition, frost in February necessitated additional

seed in a number of regions covered by BayWa. Moreover, trading in agricultural

produce reported brisk subsequent collection and storage business, which may

generate further earnings potential over the course of the year due to the current

uptrend in grain prices. The Group recorded above-average performance overall in

trading in operating resources and agricultural produce in the first half-year. All in all,

the revenues generated by trading in agricultural produce and resources in the first

half-year amounted to €1.7 billion, which is an increase of 4.0 percent. EBIT posted

€44.0 million and was therefore 24.4 percent lower in a year-on-year comparison.

As part of the ongoing optimisation of the operations network, another high-

performance Agricultural Centre of Competence was opened in Rain am Lech in

June. Having invested a total of €8 million, BayWa now offers farmers throughout

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northern Swabia a new high-tech centre which can turn over and handle even larger

volumes of grain and operating resources efficiently. More growth in agricultural

equipment sales also boosted revenue. The cushion of orders left over from the

previous year enabled the Agricultural Equipment Business Unit to lift revenues by

19.5 percent to €632.9 million in the first six months of the current financial year.

This increase was attributable to the higher sales figures for new machinery (up

22 percent) as well as to growing service revenues. EBIT rose accordingly, by

20.4 percent to €14.0 million in comparison with the year-earlier figure. As the

backlog of orders has been partly processed in recent months and order intake has

returned to normal levels compared with the exceptional year of 2011, growth can be

expected to slow slightly in the second half of the year. In its Fruit Business Unit, the

Group benefited from the first-time consolidation of its majority stake in the New

Zealand fruit trader Turners & Growers as per the second quarter of 2012. Together

with strong demand for pome fruit in Germany, revenues amounted to €202.3 million

at the end of the first six months, which corresponds to an increase of €126.6 million

compared with the first half of 2011. Results in the fruit business saw considerable

growth through the contribution of the New Zealand shareholding. Whereas here in

Germany fruit margins have come under pressure from the 2011 bumper harvest, the

New Zealanders were well able to sell the volumes produced from an average

harvest season. As a result, profit leapt from €2.0 million in the first half of 2011 to

€10.5 million in the reporting period. Following a potentially record-breaking fruit

harvest in BayWa's catchment areas in 2011, the fruit harvest season in Germany

starting in the autumn is expected to yield average volumes due to the weather

conditions.

Energy Segment

In € million Q2/12 Q2/11 % 6M/12 6M/11 %

Revenues 888.3 694.5 27.9 1,684.1 1,253.4 34.4

EBIT 8.9 1.5 > 100 15.9 1.0 >100

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Market environmentFollowing the increase in oil prices at the start of the year, the end of the first quarter

brought a trend reversal. Over the course of the first months of the year prices fell

successively by around a third to post their lowest level so far of approximately $87

per barrel of crude oil (median price for a mix of North Sea oil, Arabian crude and a

US leading grade) in June. Experts attributed the price decline to the high production

volumes and to the general deterioration in sentiment exacerbated by the resurgence

of the euro debt crisis. The price of heating oil in Germany also fell accordingly but

was nonetheless considerably higher on average than the level posted in the first six

months of 2011. In response to the price downturn in June, there was a short-lived

surge in demand for heating oil.

Whereas the economic outlook in Europe's peripheral countries has darkened,

Germany's real economy is proving to be surprisingly stable. This is reflected by

robust sales of lubricants as well as petrol and diesel fuel in the first half of 2012.

The latter also benefited from another increase in the number of new vehicles

registered in the first six months compared with the year-earlier period.

The heated discussion about the promotion of solar electricity in Germany dominated

the field of renewable energies in the spring months of this year. At the end of June,

the committee entrusted with arbitrating between the Bundestag and the Bundesrat

reached a consensus on retaining the cuts to feed-in tariffs that had been announced

at the start of the year and scheduled for 1 April 2012, and for the middle of the year

in the case of large power plants. An additional category for promoting mid-sized

rooftop systems was newly incorporated under the law, with feed-in tariffs of

18.5 cents per kilowatt-hour and a cap on the promotion of solar systems of

52 gigawatts (GW). The planning certainty arising from the cap was welcomed by

market participants as the capacity of solar power plants installed throughout

Germany has reached 28 GW (May 2012), which means that just over half of the

volume under this cap has meanwhile been connected to the grid. In view of the final

rally in the construction of large power plants triggered in recent weeks, experts

anticipate another significant increase in installed capacity by year-end. In respect of

subsidies to promote wind power, the amendment of the German Renewable

Energies Act (EEG) has resulted in only minimal changes in 2012. This also applies

to electricity from biogas plants. The positive environment in Germany has therefore

been effectively supported by steady promotion and technological progress.

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Business development

The Energy Segment of the Group comprises trading in conventional energy carriers

and business in renewable energies. In the first six months of the financial year, the

segment's total revenues climbed 34.4 percent to around €1.7 billion on the back of

higher average oil prices compared with 2011, coupled with larger sales volumes in

both conventional and renewable energies. Growth in revenues had a positive impact

on the profit trend, enabling the Energy Segment to achieve EBIT of €15.9 million in

the period under review. The higher profit, which soared by almost €15 million over

the year-earlier figure, was primarily the result of higher earnings from business in

renewable energies.

Following a strong start to the renewable energies business in the first quarter, this

trend held steady in subsequent months. The decision to cut the feed-in tariffs for

large photovoltaic power plants (output of 200 kilowatt-peak and more) at mid-year

2012 triggered a boom in the demand in Germany for large ground-mounted power

plants and solar parks in the second quarter in particular. Along with the successful

sale of a number of photovoltaic projects with an output totalling 8.6 megawatt-peak,

the Group also benefited from brisk business in its international holdings. Moreover,

a new 1.6 megawatt biogas plant in Geislingen (Baden-Württemberg) was opened to

supplement the portfolio in the reporting quarter. This expansion of BayWa r.e's

activities bolstered revenues, which rose to €185.3 million, 70.4 percent up on the

same time last year. As a result, operating profit in the renewable energies business

had advanced by more than €15 million to €14.6 million by 30 June 2012.

Despite the greater volumes generated, business in conventional energy trading was

pressured by profit margins which had narrowed as against 2011. The downtrend in

heating oil prices in Germany from mid-March onwards led to higher order intake.

Since the lowest price for the year so far of around €83 per 100 litres of heating oil in

mid-June, there has been a trend reversal, with the price of heating oil rising steeply

again. The slowdown in demand since then is another clear indication of great

consumer price sensitivity. Larger fuel and lubricants sales volumes, in conjunction

with oil prices averaging higher compared with a year ago, resulted in a 30.9 percent

increase in revenue, totalling €1.5 billion by the end of the first six months. The

trading volume of wood pellets also developed well. Nonetheless, EBIT achieved in

7

the conventional energy business contracted by 18.9 percent to €1.3 million owing to

lower profit margins for fossil fuels.

Building Materials Segment

In € million Q2/12 Q2/11 % 6M/12 6M/11 %

Revenues 514.7 622.5 -17.3 813.0 978.5 -16.9

EBIT

21.2 32.8 -35.1 4.1 13.2 -68.9

Market environmentGiven that the construction industry reported an increase of 12.5 percent in sales in

2011, one of the best results it has seen since 1995, industry specialists anticipate an

only marginal increase in the current financial year. Stimulus for this growth is

expected to emanate from residential and commercial building. Based on

extrapolations, building permission for nearly 238,000 homes will be granted in

Germany this year. The shortage of residential accommodation resulting from years

of decline may well be part way resolved through this growth in new residential

construction. Under the policies to promote renewable energies, greater emphasis

has been placed on the energetic refurbishment of the building stock as expectations

for conserving energy by such means are great. In public-sector construction, the

constraints placed on the public budget are now being felt as many contracts initiated

and funded under the economic stimulus package were completed in 2011.

Accordingly, a slight decline in revenues is expected in comparison with a year ago.

The generally upbeat development in the construction sector may also be explained

by the persistent anxiety in the financial markets, coupled with near-record low

interest rates and rising income.

Business developmentFollowing the hiving off of BayWa's DIY and garden centres in Germany, the Building

Materials Segment now essentially only comprises trading in building materials. This

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is especially reflected in the results of the second quarter as this is typically the

season with the strongest earnings in the DIY and garden centre business. In terms

of revenues posted in the first six months of the current year, the lack of contribution

from the spring business of the DIY and garden centres was virtually made up

through the price-induced growth achieved by the building materials trade. The

building materials industry raised the prices for wholesalers due to the higher cost of

raw materials. BayWa building materials stores were only able to pass on these price

hikes to customers to a limited extent. Growth impetus emanated especially from

structural engineering, which benefited from brisker construction activities. This also

prompted an increase in the drop shipment business where margins are, however,

typically narrower. Over the remainder of the year there is likely to be a trend reversal

in favour of the higher-margin warehouse business. All in all, the Group's Segment

reported a 16.9 percent decline in revenues compared with a year ago, down to

€813.0 million, due primarily to no longer having the contribution from the DIY and

garden centre business in Germany (ca €120 million). Operating profit in particular

reflected the lack of the higher-margin garden business. The building materials trade

was therefore unable to compensate for this decline as the wholesale business itself

was in part battling dwindling profit margins. The result was additionally burdened by

subsequent costs for integrating the DIY and garden centres into the joint venture

with the Hellweg Group and rising personnel costs. Consequently, the Building

Materials Segment's EBIT had fallen to €4.1 million by 30 June 2012, down

68.9 percent against the first six months of 2011. Nonetheless, the summer and

autumn months, which are typically strong in the building materials business, give

rise to confidence that the year-earlier segment result can be outperformed in the

year as a whole.

Other Activities

In the wake of the successful disposal of non-core activities in previous years, the

BayWa Group has taken another important step towards concentrating on its core

business in the second quarter of the current financial year. Anti-trust approval for

a joint venture between Raiffeisen Ware Austria (RWA), a majority holding of

BayWa AG, and AGRANA, a sugar, starch and fruit group operating in the fruit juice

concentrate business, was granted at the start of April 2012. Incorporating food

9

producer Ybbstaler into this joint venture entailed the deconsolidation of the revenues

and profit contributions of the Austrian holding as per 1 June 2012. As a result, the

revenues of the Other Activities Segment amounted to €60.5 million, which is

21.4 percent short of the previous year's figure. Adjusted for consolidation effects,

comparable EBIT declined by 7.1 percent to €2.6 million in a year-on-year

comparison. This amount includes the effects of the first-time consolidation of

Turners & Growers Ltd and the transitional consolidation of the Ybbstaler companies.

Report on the assets, financial position and result of operations

Asset positionThe BayWa Group's total assets, which amounted to €4,529.5 million, have risen by

€616.5 million in comparison with the end of the financial year 2011. Non-current

assets, which stood at €1,903.1 million on the reporting date, accounted for an

increase of €288.7 million. Intangible assets rose mainly due to the addition of

goodwill from the acquisition of Tecno Spot GmbH. Moreover, the addition of

intangible assets as part of the first-time consolidation of Turners & Growers Ltd and

its subsidiaries also contributed to this growth. Property, plant and equipment has

also risen due to the first-time inclusion of the Turners & Growers subgroup into

BayWa AG's group of consolidated companies.

The increase of the shareholdings recognised at equity is attributable, firstly, to the

inclusion of Ybbstaler Fruit Austria GmbH and its subsidiary Ybbstaler Fruit Polska

Sp. z o.o. into a joint venture with AGRANA Juice Holding GmbH, effective 1 June

2012. Since this date, the BayWa Group's share in this joint venture has been

reported at equity. Secondly, the increase in this item is attributable to the carve-out

of the DIY and garden centre business of BayWa AG and to the inclusion of the

shares in BayWa Bau- & Gartenmärkte GmbH & Co. KG resulting from this

transaction.

Non-current assets have also risen owing to the initial inclusion of biological assets in

the balance sheet of the BayWa Group. This item comprises the plants and fruit trees

of Turners & Growers Ltd and its subsidiaries used long term in the production of

agricultural produce.

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Current assets reported overall growth of €574.7 million due primarily to the higher

level of receivables from operating activities. In addition, progress made in project

developments in the renewable energies business resulted in an increase in

unfinished goods shown under inventories.

The biological assets from the initial inclusion of the Turners & Growers subgroup

into BayWa AG's consolidated financial statements were also reported in the financial

statements under current assets. Biological assets show the ongoing production of

agricultural produce prior to being harvested and transferred to inventories.

The decline in non-current assets held for sale/disposal groups of €246.9 million to

€11.9 million compared with 31 December 2011 was attributable to two factors:

Firstly, Ybbstaler Fruit Austria GmbH and Ybbstaler Fruit Polska Sp. z o.o. were

incorporated into a joint venture with AGRANA Juice Holding GmbH with effect from

1 June 2012. The assets of these two companies were classified as disposal groups

pursuant to IFRS 5 as per 31 December 2011. Secondly, the decline was due to the

integration of 56 DIY and garden centres and associated assets into BayWa Bau- &

Gartenmärkte GmbH & Co. KG which took place on 1 January 2012.

The equity of the BayWa Group has risen by €57.1 million to €1,125.1 million over

the period under review. Along with the half-year results achieved, this growth is due

to effects from the initial consolidation of Turners & Growers and its subsidiaries as

well as the deconsolidation of the Ybbstaler companies. A counter-effect was the

dividend payout of €25.0 million in total by BayWa AG and other Group companies.

With a concurrent increase in total assets, the equity ratio came to 24.8 percent on

the reporting date.

Non-current liabilities had climbed by €83.0 million on the reporting date, due

primarily to higher financial liabilities for long-term project financing. Similarly, an

increase in short-term borrowing of €172.1 million for financing ongoing business

activities contributed to raising the current liabilities. Moreover, trade payables have

resulted in a seasonal rise in current liabilities. In contrast, there was a decline in

current provisions.

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With the retirement of assets from disposal groups, the liabilities from non-current

assets held for sale/disposal groups in an amount of €82.2 million were also fully

disposed of accordingly.

Financial position

Given that the consolidated half-year result was marginally below the year-earlier

figure, cash earnings also fell by €2.9 million to €93.5 million. In contrast, the cash

flow from operating activities was raised by €59.3 million to €150.1 million through a

decline in other assets and the higher level of liabilities from operating activities

compared with the previous year's period.

The outflow of funds from investing activities, which stood at €179.2 million, was

€85.0 million higher than a year ago. The reason lies primarily in the funds committed

to the acquisition of shares in Turners & Growers Ltd and in Tecno Spot GmbH. In

addition, investment measures of €60.0 million in intangible assets and in property,

plant and equipment also contributed to a higher outflow of funds.

The positive cash flow from financing activities came to €15.5 million at mid-year and,

with a dividend distribution of more than €25.0 million, is attributable to additional

long-term borrowing. Taking account of incoming funds from changes in the group of

consolidated companies and from exchange rates, which stood at €5.2 million, total

cash and cash equivalents fell by €8.5 million as against 31 December 2011.

Earnings positionThe revenues of the BayWa Group amounted to €5,131.3 million in the first six

months of the financial year 2012 and were therefore €545.2 million higher than a

year ago, corresponding to an increase of 11.9 percent. The Agriculture Segment,

which raised revenues by €296.5 million, the equivalent of 13.0 percent, contributed

to this development. The initial inclusion of the Turners & Growers subgroup into

BayWa AG's consolidated financial statements contributed especially to lifting the

revenues of the Fruit Business Unit by €126.6 million to €202.3 million. Revenues in

the grain and operating resources business were raised on the back of higher

volumes in particular despite the downtrend in prices. In addition, another increase in

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sales volumes resulted in the revenues of the Agricultural Equipment Business Unit

climbing €103.5 million, which represents growth of 19.5 percent.

The Energy Segment reported the largest increase in revenues, which advanced by

€430.6 million, up 34.4 percent. Trading in conventional energy in this business unit

raised revenues to €1,498.7 million, corresponding to growth of €354.0 million, or

30.9 percent. A determining factor here was the higher fuel and lubricants sales

volume and an oil price averaging above the year-earlier levels. Renewable energies

contributed an increase in revenues of €76.6 million, which is 70.4 percent, to the

aforementioned growth, bolstered especially by the curtailments to the feed-in tariffs

for photovoltaic power plants approved for mid-year, which triggered stronger

demand in this business in the second quarter.

In contrast, the sales revenues of the Building Materials Segment declined in year-

on-year comparison by €165.5 million to €813.0 million, representing a downturn of

16.9 percent. This development resulted from the hiving off of BayWa AG's DIY and

garden centres, now combined under BayWa Bau- & Gartenmärkte GmbH & Co. KG

and reported at equity. The loss in revenues from this measure was nonetheless

partly offset by an increase in building materials revenues.

The revenues of Other Activities are generated mainly by Ybbstaler Fruit Austria

GmbH and its subsidiary Ybbstaler Fruit Polska Sp. z o.o. The €16.4 million decline

in revenues, a 21.4 percent fall since last year, is attributable to the incorporation of

both companies into a joint venture with AGRANA Juice Holding GmbH, effective

1 June 2012. The joint venture has been included in the Group's balance sheet at

equity since that date.

Along with revenue growth, the higher level of inventories and other operating

income contributed to raising overall performance. The increase in other operating

income of €28.0 million was due, on the one hand, to higher rental income from

letting commercial real estate to BayWa Bau- & Gartenmärkte GmbH & Co. KG. On

the other hand, the position includes the deconsolidation proceeds from integrating

the Ybbstaler companies into the joint venture with AGRANA Juice Holding GmbH

amounting €6.5 million as well as the preliminary negative goodwill of €8.8 million

from the initial consolidation of Turners & Growers Ltd. The overall performance of

the BayWa Group has thus risen by €645.5 million, up 14.0 percent from a year ago.

As the scope of price hikes on the procurement front both in Agricultural Trade and

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Building Materials could not be passed on in full to the consumers, the cost of

materials measured as against sales revenues climbed disproportionately by

€594.1 million, which is an increase of 14.9 percent. As a result, gross profit was

raised by only €51.4 million, the equivalent of 8.2 percent.

Personnel expenses stood at €345.6 million in the period under review and were

therefore €22.5 million higher than the previous year's figure. The effect of hiving off

BayWa AG's DIY and garden centres was counteracted by additional personnel

expenses from the first-time inclusion of the Turners & Growers subgroup and

expanding the group of consolidated companies in the field of renewable energies.

Moreover, wage and salary increases from collective bargaining have pushed up

personnel expenses. The rise of €8.5 million in depreciation and amortisation was

due to the acquisition and investment measures in the previous year. Other operating

expenses have climbed by €21.5 million, which is an increase of 12.6 percent. This

was due principally to the higher level of vehicle fleet costs and consultancy fees.

Moreover, greater rental and maintenance expenses were also a contributing factor.

Taking additional account of the growth in income from participating interests, the

BayWa Group's EBIT has climbed by €2.4 million, up 2.7 percent, to €91.1 million.

A counter-effect was net interest, which fell by €6.6 million owing to the Group's

higher level of borrowing in comparison with the year earlier period.

Including income tax expenses of €15.3 million, net income for the first six months

came to €47.0 million which is €1.7 million, or 3.6 percent, lower than the year-earlier

figure.

EmployeesAt the end of the reporting period, the BayWa Group's workforce came to 16,664,

which is 170 employees less than at the end of 2011. The Agriculture Segment

reported an increase of 1,832 employees. Along with seasonally induced marginal

increases in staff numbers in the Agricultural Trade and Agricultural Equipment

business units, this growth was due to the 1,727 employees of Turners & Growers

Ltd and affiliates, included for the first time in the Fruit Business Unit. The number of

employees in the Energy Segment has climbed by 56 people. Whereas conventional

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energy had a workforce of 101 and employee numbers were therefore in decline,

employment contracts in the renewable energies business had risen by 157, due in

part to the acquisition of Tecno Spot GmbH. The number of employees working in the

Building Materials segment had declined to 5,289 by 30 June 2012 compared with

7,199 at the end of 2011 owing to the carve-out of BayWa AG's DIY and garden

centre business. This business unit had 2,685 employees on 31 December 2011.

In contrast, employee numbers in the Building Materials Business Unit had risen by

775 to 5,289, as some employees from the DIY and garden centres business were

kept on.

Outlook

The Group's performance in the first six months of the current financial year is a

sound basis for raising full-year revenues and profit as against figures posted in

2011. The good start to business in the Agriculture and Energy segments in particular

give rise to greater optimism.

The second half of the year is likely to develop well overall even if individual lines of

business should slow in subsequent quarters.

In Germany the harvest may well exceed original expectations, as opposed to Austria

where the cereal harvest may not be as good due to the long, cold winter. Particularly

in the southern regions of Germany there are signs of a sound average harvest which

should secure a very healthy income for farmers given the current price trend.

Accordingly, the propensity of German farmers to invest, especially in operating

resources and agricultural equipment, is likely to remain at a high level. Moreover,

the uptrend in agricultural produce prices is likely to harbour additional selling

potential for cereal trading in view of the lower expectations of the harvest in the main

cereal growing areas in the US and regions around the Black Sea. Barring capricious

weather conditions, the fruit business should continue to develop well. Against this

backdrop, the outlook for the Agriculture Segment can be deemed positive in the

second half of the year.

In the conventional energy business, trading in heating oil should pick up momentum

in the second half of the year, boosted first and foremost by the forthcoming winter

months. A protracted decline in the oil price – not foreseeable at present – may

15

cause an additional surge in demand. The fuel and lubricants business is likely to be

able to perform well, following on from recent quarters. A prerequisite is, however,

that the impact of the European debt crisis on the real economy does not worsen.

The dominant factor in the renewable energies business in the second half of the

year is likely to be project sales. The process of selling biogas, solar and wind power

plants is scheduled for completion by the end of the year, thereby contributing a

larger share to profit in the second half-year than wholesale trading in photovoltaic

modules. The amendment to the German Renewable Energies Act (EEG) is likely to

have a smoothing effect on the extreme fluctuations in demand seen in recent years,

which should give the whole sector greater planning certainty and ease the price

pressure on photovoltaic modules in particular. Subsidy measures have also been

adjusted in a number of other countries, making the risk borne by photovoltaic

wholesalers more transparent, even in the event of lower sales volumes.

The Building Materials Segment is set to pick up pace swiftly in the second half-year.

With the strong months of July to October ahead when sales are expected to be high,

there is a good chance that ground lost through delays to construction work from the

cold snap in February and the partly rainy summer can be made up. Moreover, the

higher-margin warehouse business should be in greater demand. In addition, the

coming months should see the effect of numerous sales measures and the

optimisation of logistics filtering through.

The disproportionately good start to the season cannot be extrapolated for the year

as a whole. Nonetheless, the increases targeted in revenues and profits are

achievable provided that no negative influences are exerted on business by

exceptional weather conditions and market developments.

The statements and figures forecast in this document are based on assumptions and are subject to

unforeseeable risk. In as much as the assumptions of the company should prove to be inaccurate, or

should other unforeseeable risks occur, the possibility of the net worth, financial position and earnings

situation of the Group diverging negatively from the target figures cited in this report should not be

discounted.

16

Consolidated Financial Statements of BayWa AG pursuant to IFRS

Consolidated Balance Sheet as at 30 June 2012In € million

Non-current assets Intangible assets 149.366 119.038 Property, plant and equipment 1,264.083 1,109.851 Participating interests recognised at equity 82.916 16.533 Other financial assets 221.565 210.595 Biological assets 14.876 -.--- Investment property 62.230 63.587 Tax assets 6.659 6.658 Other receivables and other assets 32.340 18.665 Deferred tax assets 69.080 69.508

1,903.115 1,614.435

Current assets Securities 1.811 1.811 Inventories 1,228.196 1,165.428 Biological assets 3.060 -.--- Tax assets 45.043 43.059 Other receivables and other assets 1,257.852 742.512 Cash and cash equivalents 78.539 86.997

2,614.501 2,039.807

Non-current assets held for sale/disposal groups 11.886 258.800

Total assets 4,529.502 3,913.042

Equity Subscribed capital 87.871 87.871 Capital reserve 91.536 91.536 Revenue reserves 591.986 580.924 Other reserves 121.071 105.277

Equity net of minority interest 892.464 865.608

Minority interest 232.658 202.4211,125.122 1,068.029

Non-current liabilities Pension provisions 386.667 387.772 Other non-current provisions 77.663 75.600 Financial liabilities 637.534 565.126 Finance lease obligations 5.036 5.289 Trade payables and liabilities from inter-group business relationships 0.015 0.012 Other liabilities 16.316 13.090 Deferred tax liabilities 107.342 100.710

1,230.573 1,147.599

Current liabilities Pension provisions 28.345 28.475 Other current provisions 97.485 116.480 Financial liabilities 754.635 582.526 Finance lease obligations 1.260 1.750 Trade payables and liabilities from inter-group business relationships 1,059.273 750.148 Tax liabilities 106.268 56.651 Other liabilities 126.541 79.142

2,173.807 1,615.172Liabilities from non-current assets held for sale/disposal groups -.--- 82.242

Total shareholders' equity and liabilities 4,529.502 3,913.042

31/12/2011

31/12/2011Shareholders' equity and liabilities

Assets 30/06/2012

30/06/2012

17

Consolidated Financial Statements of BayWa AG pursuant to IFRS

Consolidated Income Statement for the period from 1 January to 30 June 2012In € million

Revenues 2,219.477 2,911.836 5,131.313 1,961.337 2,624.816 4,586.153Changes in inventories 59.752 1.744 61.496 20.040 -30.429 -10.389Other own work capitalised 0.328 0.474 0.802 0.157 0.189 0.346Other operating income 24.355 44.537 68.892 16.839 24.064 40.903Cost of materials -2,021.336 -2,564.976 -4,586.312 -1,730.986 -2,261.265 -3,992.251

Gross profit 282.576 393.615 676.191 267.387 357.375 624.762

Personnel expenses -165.292 -180.300 -345.592 -158.747 -164.339 -323.086Depreciation/amortisation -26.830 -29.160 -55.990 -22.769 -24.750 -47.519Other operating expenses -85.542 -106.468 -192.010 -81.341 -89.208 -170.549

Operating result 4.912 77.687 82.599 4.530 79.078 83.608

Income from participating interests recognised at equity -0.156 0.935 0.779 -0.656 0.846 0.190Other income from shareholdings 1.895 5.841 7.736 1.837 3.099 4.936Interest income 0.958 1.558 2.516 1.076 0.751 1.827Interest expense -16.049 -15.283 -31.332 -11.383 -12.658 -24.041Financial result -13.352 -6.949 -20.301 -9.126 -7.962 -17.088

Earnings before tax -8.440 70.738 62.298 -4.596 71.116 66.520

Income tax -1.977 -13.338 -15.315 1.056 -18.859 -17.803

Net result for the period -10.417 57.400 46.983 -3.540 52.257 48.717

Of which: profit share of minority interest 5.575 11.905 17.480 4.456 7.283 11.739Of which: profit share of the shareholders of the parent company -15.992 45.495 29.503 -7.996 44.974 36.978

EBIT 6.651 84.463 91.114 5.711 83.023 88.734

EBITDA 33.481 113.623 147.104 28.480 107.773 136.253

Average number of shares 34,324,520 34,203,731

Basic earnings per share* (in euros) 0.86 1.08Diluted earnings per share* (in euros) 0.86 1.08

* For the calculation of earnings per share, reference is made to the Notes in the Interim Report

1Q2011 2Q2011 1H20111Q2012 2Q2012 1H2012

18

Consolidated Cash Flow Statement for the First Half of 2012

In € million

Cash earnings 93.507 96.415

Cash flow from operating activities 150.055 90.821

Cash flow from investing activities - 179.197 - 94.175

Cash flow from financing activities 15.510 5.322

Cash-effective changes in cash and cash equivalents - 13.632 1.968

Cash and cash equivalents at the start of the period 86.997 28.208Outflow/inflow of funds due to changes in the group of consolidated companies and in exchange rates 5.174 2.750Cash and cash equivalents at the end of the period 78.539 32.926

01/01 – 30/06/2012 01/01 – 30/06/2011

Transition to Consolidated Statement of Comprehensive Income for the First Half of 2012

In € million

Net income for the period 46.983 48.717

Revaluation financial assets - 1.106 - 0.273 Difference from currency translation 5.682 - 0.021Income and expenses recorded directly in equity 4.576 - 0.294

Consolidated total result for the period 51.559 48.423

Of which: profit share of minority interest 19.418 11.723Of which: profit share of the shareholders of the parent company 32.141 36.700

01/01 – 30/06/2012 01/01 – 30/06/2011

19

Statement of Changes in Consolidated Equity in the First Half of 2012In € million

Subscribed Capital reserve Revenue reserves Other Other Equity net of Minority Equitycapital Revaluation revenue reserves reserves minority interest interest

As per: 01/01/2012 87.871 91.536 -4.752 585.676 105.277 865.608 202.421 1,068.029

Differences from changes in the group of consolidated companies -.--- -.--- -.--- -4.467 19.716 15.249 15.557 30.806Capital increase against cash contribution/share-based payment -.--- -.--- -.--- -.--- -.--- -.--- -0.255 -0.255

-.--- -.--- -1.157 -.--- -.--- -1.157 0.051 -1.106Dividend distribution -.--- -.--- -.--- -.--- -20.534 -20.534 -4.483 -25.017Difference from currency translation -.--- -.--- -.--- -.--- 3.795 3.795 1.887 5.682

Transfer to/withdrawal from revenue reserves -.--- -.--- -.--- 16.686 -16.686 -.--- -.--- -.---

Net income for the period from 01/01-30/06/2012 -.--- -.--- -.--- -.--- 29.503 29.503 17.480 46.983

As per: 30/06/2012 87.871 91.536 -5.909 597.895 121.071 892.464 232.658 1,125.122

As per: 01/01/2011 87.562 88.441 0.358 576.755 85.313 838.429 167.095 1,005.524

Differences from changes in the group of consolidated companies -.--- -.--- -.--- -0.025 0.169 0.144 4.131 4.275Capital increase against cash contribution/share-based payment -.--- -.--- -.--- -.--- -.--- -.--- -.--- -.---

-.--- -.--- -0.273 -.--- -.--- -0.273 -.--- -0.273Dividend distribution -.--- -.--- -.--- -.--- -17.043 -17.043 -3.655 -20.698Difference from currency translation -.--- -.--- -.--- -.--- -0.005 -0.005 -0.016 -0.021

Transfer to/withdrawal from revenue reserves -.--- -.--- -.--- 6.690 -6.690 -.--- -.--- -.---

Net income for the period from 01/01-30/06/2011 -.--- -.--- -.--- -.--- 36.978 36.978 11.739 48.717

As per: 30/06/2011 87.562 88.441 0.085 583.420 98.722 858.230 179.294 1,037.524

Changes in "available for sale" assets carried at fair value

Changes in "available for sale" assets carried at fair value

20

Agricultural Trade Fruit Agricultural Equipment

Agriculture Energy Renewable Energies

Energy Building Materials DIY & Garden Centres

Building Materials

Other Activities Transition Group

Revenues generated through business with third parties 1,738.508 202.310 632.930 2,573.748 1,498.742 185.312 1,684.054 813.049 813.049 60.462 5,131.313

Inter-segment revenues 168.280 0.194 8.602 177.076 90.469 20.245 110.714 13.670 13.670 27.617 -329.077 -,---

Total revenues 1,906.788 202.504 641.532 2,750.824 1,589.211 205.557 1,794.768 826.719 -.--- 826.719 88.079 -329.077 5,131.313

Earnings before interest, tax, depreciation and amortisation (EBITDA) 57.135 14.110 19.091 90.336 6.395 23.509 29.904 14.131 -.--- 14.131 14.525 -1.792 147.104

Depreciation/amortisation -13.182 -3.633 -5.051 -21.866 -5.105 -8.874 -13.979 -10.037 -.--- -10.037 -8.135 -1.973 -55.990

Earnings before interest and tax (EBIT) 43.953 10.477 14.040 68.470 1.290 14.635 15.925 4.094 -.--- 4.094 6.390 -3.765 91.114

Earnings before tax (EBT) 32.985 9.669 8.255 50.909 1.391 7.099 8.490 -0.249 -.--- -0.249 6.899 -3.751 62.298

Income tax -15.315

Net income for the period 46.983

Agricultural Trade Fruit Agricultural Equipment

Agriculture Energy Renewable Energies


Building Materials

Other Activities Transition Group

Revenues generated through business with third parties 1,672.145 75.693 529.455 2,277.293 1,144.701 108.736 1,253.437 681.374 297.166 978.540 76.883 4,586.153Inter-segment revenues 158.365 -,--- 7.903 166.268 66.498 8.263 74.761 5.569 15.478 21.047 29.058 -291.134 -,---

Total revenues 1,830.510 75.693 537.358 2,443.561 1,211.199 116.999 1,328.198 686.943 312.644 999.587 105.941 -291.134 4,586.153

Earnings before interest, tax, depreciation and amortisation (EBITDA) 71.562 2.968 16.078 90.608 5.793 2.765 8.558 12.081 15.128 27.209 31.376 -21.498 136.253

Depreciation/amortisation -13.425 -0.933 -4.421 -18.779 -4.202 -3.376 -7.578 -8.057 -5.984 -14.041 -7.195 0.074 -47.519

Earnings before interest and tax (EBIT) 58.137 2.035 11.657 71.829 1.591 -0.611 0.980 4.024 9.144 13.168 24.181 -21.424 88.734

Earnings before tax (EBT) 49.982 1.847 7.652 59.481 1.590 -3.077 -1.487 -0.129 7.161 7.032 23.026 -21.532 66.520

Income tax -17.803

Net income for the period 48.717

Segment information by segment (income statement)01/01 - 30/06/2011In € million

Segment information by segment (income statement)01/01 - 30/06/2012In € million

21

Segment reporting by segment (income statement)

In € million 1Q2012 2Q2012 01/01 -

30/06/2012Y/y change

in % 1Q2011 2Q2011 01/01 -

30/06/2011

Revenues through third-party business

Agricultural Trade 809.386 929.122 1,738.508 4.0 792.502 879.643 1,672.145

Fruit 29.018 173.292 202.310 >100 24.558 51.135 75.693

Agricultural Equipment 252.116 380.814 632.930 19.5 194.797 334.658 529.455

Agriculture 1,090.520 1,483.228 2,573.748 13.0 1,011.857 1,265.436 2,277.293

Energy 711.468 787.274 1,498.742 30.9 523.670 621.031 1,144.701

Renewable Energies 84.251 101.061 185.312 70.4 35.260 73.476 108.736

Energy 795.719 888.335 1,684.054 34.4 558.930 694.507 1,253.437

Building Materials 298.361 514.688 813.049 19.3 228.199 453.175 681.374

DIY & Garden Centres -.--- -.--- -.--- -.--- 127.852 169.314 297.166

Building Materials 298.361 514.688 813.049 -16.9 356.051 622.489 978.540

Other Activities 34.877 25.585 60.462 -21.4 34.499 42.384 76.883Total 2,219.477 2,911.836 5,131.313 11.9 1,961.337 2,624.816 4,586.153

Agricultural Trade 24.919 32.216 57.135 -20.2 35.753 35.809 71.562

Fruit 1.916 12.194 14.110 >100 1.340 1.628 2.968


Agriculture 29.527 60.809 90.336 -0.3 39.404 51.204 90.608

Energy 2.312 4.083 6.395 10.4 3.132 2.661 5.793

Renewable Energies 12.805 10.704 23.509 >100 -0.975 3.740 2.765

Energy 15.117 14.787 29.904 >100 2.157 6.401 8.558

Building Materials -12.113 26.244 14.131 17.0 -12.431 24.512 12.081

DIY & Garden Centres -.--- -.--- -.--- -.--- -0.243 15.371 15.128

Building Materials -12.113 26.244 14.131 -48.1 -12.674 39.883 27.209

Other Activities 1.570 12.955 14.525 -53.7 1.186 30.190 31.376

Transition -0.620 -1.172 -1.792 -91.7 -1.593 -19.905 -21.498

Total 33.481 113.623 147.104 8.0 28.480 107.773 136.253


Fruit 1.418 9.059 10.477 >100 0.884 1.151 2.035


Agriculture 20.101 48.369 68.470 -4.7 30.162 41.667 71.829

Energy -0.190 1.480 1.290 -18.9 1.077 0.514 1.591

Renewable Energies 7.254 7.381 14.635 >100 -1.608 0.997 -0.611

Energy 7.064 8.861 15.925 >100 -0.531 1.511 0.980

Building Materials -17.154 21.248 4.094 1.7 -16.441 20.465 4.024


Building Materials -17.154 21.248 4.094 -68.9 -19.587 32.755 13.168

Other Activities -1.689 8.079 6.390 -73.6 -2.315 26.496 24.181

Transition -1.671 -2.094 -3.765 -82.4 -2.018 -19.406 -21.424

Total 6.651 84.463 91.114 2.7 5.711 83.023 88.734


Fruit 1.250 8.419 9.669 >100 0.796 1.051 1.847

Agricultural Equipment -2.804 11.059 8.255 7.9 -1.697 9.349 7.652

Agriculture 10.637 40.272 50.909 -14.4 24.328 35.153 59.481

Energy -0.236 1.627 1.391 -12.5 1.070 0.520 1.590

Renewable Energies 3.295 3.804 7.099 >100 -3.083 0.006 -3.077

Energy 3.059 5.431 8.490 >100 -2.013 0.526 -1.487

Building Materials -18.802 18.553 -0.249 93.0 -18.163 18.034 -0.129


Building Materials -18.802 18.553 -0.249 >100 -22.202 29.234 7.032

Other Activities -1.902 8.801 6.899 -70.0 -2.556 25.582 23.026

Transition -1.432 -2.319 -3.751 -82.6 -2.153 -19.379 -21.532

Total -8.440 70.738 62.298 -6.3 -4.596 71.116 66.520

Earnings before interest, tax, depreciation and amortisation (EBITDA)

Earnings before interest and tax (EBIT)

Earnings before tax (EBT)

22

Assets 1,016.338 390.576 667.702 2,074.616 442.310 776.326 1,218.636 677.770 677.770 1,870.954 -1,312.474 4,529.502of which: non-current assets held for sale -.---

Inventories 319.294 61.263 332.768 713.325 68.874 257.740 326.614 179.678 179.678 0.059 8.520 1,228.196of which: non-current assets held for sale -.---

Liabilities 628.003 350.873 397.874 1,376.750 559.027 623.813 1,182.840 482.746 482.746 1,215.616 -853.572 3,404.380of which: non-current assets held for sale -.---

Investments in intangible assets, property, plant and equipment and investment property (incl. company acquisitions) 21.343 155.452 6.396 183.191 4.173 62.702 66.875 5.710 5.710 2.939 258.715Employees at month's end 3,812 1,932 3,590 9,334 1,081 507 1,588 5,289 5,289 453 16,664

Assets 1,094.173 30.798 496.996 1,621.967 343.355 799.135 1,142.490 471.778 357.843 829.621 1,423.890 -1,104.926 3,913.042of which: non-current assets held for sale 107.545 107.545 151.255 -258.800 -.---

Inventories 553.922 2.150 241.911 797.983 43.900 175.304 219.204 108.183 128.385 236.568 71.259 -159.586 1,165.428of which: non-current assets held for sale 89.926 89.926 70.996 -160.922 -.---

Liabilities 593.232 131.637 285.355 1,010.224 420.802 472.299 893.101 364.709 153.825 518.534 1,114.612 -773.700 2,762.771of which: non-current assets held for sale 7.882 7.882 74.360 -82.242 -.---

Investments in intangible assets, property, plant and equipment and investment property (incl. company acquisitions) 45.165 2.208 19.633 67.006 28.496 235.285 263.781 13.571 18.450 32.021 41.392 -.--- 404.200

Employees at month's end 3,775 205 3,522 7,502 1,182 350 1,532 4,514 2,685 7,199 601 - 16,834

Building Materials Group

GroupFruit Building Materials DIY & Garden Centres

Building MaterialsEnergy Other Activities

Segment informationby segment (balance sheet)as per 31/12/2011

In € million

Agricultural Trade Agricultural Equipment Agriculture

Agricultural Trade Agricultural Equipment AgricultureFruit

Segment information by segment (balance sheet)as per 30/06/2012

In € million

Energy Transition

TransitionEnergyRenewable Energies Other Activities

Renewable Energies


23

30/06/2012 30/06/2011 30/06/2012 30/06/2011 30/06/2012 30/06/2011Germany 3,143.883 2,974.203 60.641 67.117 2,727.832 2,459.942

Austria 1,428.248 1,200.473 7.034 11.167 877.127 979.566

Other international operations 559.182 411.477 191.040 40.267 924.543 473.534

Group 5,131.313 4,586.153 258.715 118.551 4,529.502 3,913.042

Segment information by regionIn € million

External Sales Investments Assets

24

Notes to the Interim Report for the period from 1 January to

30 June 2012

Accounting policies and valuation methodsThe Interim Report of the BayWa Group as per 30 June 2012 was prepared in

accordance with IAS 34 (Interim Financial Reporting), taking into account the

framework set out under the International Financial Reporting Standards (IFRS) and

valid on the reporting date. The reporting currency of the Group is the euro. There

have been no changes in the accounting policies and valuation methods applied to

the consolidated financial statements as against 31 December 2011. Due, however,

to the first-time inclusion of Turners & Growers Ltd and its subsidiaries, biological

assets were included for the first time as an additional balance sheet item under both

the non-current and the current assets of BayWa AG’s consolidated financial

statements. Plants and fruit trees, used long term in the production of agricultural

produce, are reported as a sub-item under the non-current assets position, while

current biological assets reflect the ongoing production of agricultural produce. For

more information on the details pertaining to the accounting policies and valuation

methods applied reference is made to the consolidated financial statements of

BayWa AG as at 31 December 2011.

Changes in the group of consolidated companies and additions of assets fromasset dealsAlong with BayWa AG, the consolidated financial statements include all major

companies in which BayWa AG holds a majority participation, either directly or

indirectly, or the majority of voting rights, and where it is able to determine the

corporate policies pursuant to the control concept.

The former Group companies Voss GmbH & Co. KG, Coesfeld, and bs

Baufachhandel Brands & Schnitzler Verwaltungs-GmbH & Co. KG,

Mönchengladbach, were combined with BayWa AG with effect from 1 January 2012.

In future, the companies will therefore no longer be disclosed as separate entities

within the group of consolidated companies. In the financial year 2011, BayWa AG’s

Board of Management made the decision, approved by the Supervisory Board, to

incorporate most of the DIY and garden centres of BayWa AG into a joint venture

25

with Semer Beteiligungsgesellschaft GmbH, Salzburg, Austria. To this end, the

inventories and receivables portfolios, selected property, plant and equipment and

directly allocable liabilities of 56 DIY and garden centres belonging to BayWa AG

were transferred to Munich-based BayWa Bau- & Gartenmärkte GmbH & Co. KG,

a company established for this purpose in the financial year 2011. Following the

integration of the assets, Semer Beteiligungsgesellschaft mbH acquired 50 percent of

the limited partnership interest in BayWa Bau- & Gartenmärkte GmbH & Co. KG.

Since the date when the shares were sold, BayWa Bau- & Gartenmärkte GmbH &

Co. KG has been reported at equity within the BayWa Group. The other 50 percent of

the shares will be sold in stages to Semer Beteiligungsgesellschaft mbH over the

period through to 31 December 2021.

BayWa AG acquired the agricultural equipment and workshop business of

Agrartechnik Utz Georg, Schwend, through its subsidiary CLAAS Nordostbayern

GmbH & Co. KG, Weiden, by way of an asset deal with effect from 1 January 2012.

The provisional purchase cost of the assets transferred on 1 January 2012 comes to

€0.630 million.

The agreed purchase prices break down as follows:

In € million Purchaseprice

Intangible assets 0.430Property, plant andequipment and inventories 0.200Total purchase price 0.630

The intangible assets purchased correspond to the customer base purchased. There

was no goodwill from the acquisition.

BayWa AG acquired the diesel and heating oil business of Gustav Baumann GmbH,

Coburg, by way of an asset deal with effect from 1 January 2012. The provisional

purchase cost of the assets transferred on 1 January 2012 comes to €0.060 million.

26



Intangible assets 0.060Property, plant andequipment and inventories -.---Total purchase price 0.060



BayWa AG acquired part of the filling station and mineral oil business of

Leberzammer GmbH & Co. KG, Gunzenhausen, by way of an asset deal with effect

from 1 January 2012. The purchase cost of the assets transferred on 1 January 2012

comes to €0.160 million.



Intangible assets 0.125Property, plant andequipment and inventories 0.035Total purchase price 0.160



BayWa AG, Munich, took over 73.1 percent of the shares in Turners & Growers Ltd

(T & G), Auckland, New Zealand, by way of a share deal. Under the control concept,

BayWa AG has had a controlling influence over Turners & Growers Ltd and its

subsidiaries since 3 April 2012, the date on which key positions in the company’s

management were filled. Inclusion in BayWa AG’s consolidated financial statements

as part of full consolidation was therefore carried out as of this date.

The preliminary purchase cost of the shares came to €97.766 million. This amount

includes the contractually agreed purchase price component disbursed in March.

27

The transaction costs incurred in connection with the acquisition of the shares amount to

€2.831 million. These costs are included in the income statement under other operating

expenses.

The net assets acquired in connection with the purchase of Turners & Growers Ltd

and its subsidiaries break down as follows (preliminary figures):

In € million Book value Fair value

adjustments

Fair value

Intangible assets 10.838 10.838

Property, plant and equipment,

including biological assets 150.150 150.150

Financial assets 11.521 11.521

Inventories, including current

biological assets 39.227 39.227

Receivables 57.054 - 0.318 56.736

Deferred tax assets -.--- -.---

Cash and cash equivalents 8.256 8.256

Non-current liabilities 49.931 49.931

Current liabilities 71.942 1.415 73.357

Deferred tax liabilities 7.668 7.668

147.505 - 1.733 145.772

Preliminary pro-rata net assets 106.559

Preliminary negative goodwill - 8.793

Total purchase price 97.766

Portion in net assets attributable to non-controlling shares 39.213

The preliminary negative goodwill of €8.793 million was recognised under other

operating income through profit and loss.

The portion in the net assets of €39.213 million attributable to the non-controlling

shares of Turners & Growers Ltd includes the fair value of assets and liabilities

received which are attributable to minority interest.

28

If the purchase of the company had been concluded by the first day of the financial

year, the share in consolidated revenues would have been €89.781 million higher

and the consolidated profit attributable to investors €3.290 million lower.

Since 3 April 2012, the date of its initial inclusion in the group of consolidated

companies, Turners & Growers Ltd has generated revenues of €116.957 million and

a net income of €7.034 million.

The final purchase price allocation pertaining to this acquisition has not yet been

made as the fair value of the assets and liabilities had not yet been definitively

calculated at the time when the Interim Report was drawn up.

Under a purchase agreement dated 8 November 2011, BayWa AG acquired

100 percent of the shares in both L & L Rotorservice GmbH, Basdahl, and L & L

Vermögensverwaltung GmbH, Basdahl, through its lower-tier subsidiary BayWa r.e

Service GmbH, Munich, by way of a share deal. Under the control concept, BayWa r.e

Service GmbH has had a controlling influence over this company since 13 December

2011, the date when the purchase price was paid. Inclusion in the consolidated financial

statements as part of full consolidation was therefore carried out as of this date.


includes, on the one hand, the contractually agreed, preliminary purchase price

component of €0.869 million paid out in December. On the other, the purchase

agreement on the acquisition of the shares in the companies includes purchase price

components the payment of which is contingent on the EBITs achieved by L & L

Rotorservice GmbH in the financial years 2012 and 2013. The payments to be made in

subsequent years on the basis of the contingent purchase price components are within a

range of €0.000 up to a maximum of €0.400 million. In view of the positive performance

of the company anticipated when it was acquired, a preliminary purchase price totalling

€1.269 million has been recognised, including contingent purchase price components.


€0.170 million. These costs were included in the income statement for the financial year

2011 under other operating expenses.

29

The net assets acquired in connection with the purchase of L & L Rotorservice GmbH

and L & L Vermögensverwaltung GmbH break down as follows (preliminary figures):


adjustments

Fair value


Property, plant and equipment 2.276 2.276


Inventories 0.665 0.665

Receivables 0.334 0.334

Deferred tax assets 0.197 0.197



Current liabilities 1.302 1.302

Deferred tax liabilities -.--- -.---

0.172 0.172

Preliminary goodwill 1.097

Total purchase price, includingcontingent purchase price

components 1.269




BayWa AG acquired 70 percent of the shares in Tecno Spot GmbH, Bruneck, Italy,

by way of a share deal through its lower-tier subsidiary MHH Solartechnik GmbH,

Tübingen, with effect from 1 February 2012. The transaction marks the Group’s entry

into the Italian photovoltaic wholesale business. Tecno Spot GmbH is a wholesale

company specialising in photovoltaic systems. Founded in 1998, the company is an

established premium supplier which covers the entire system integration value chain

in the wholesale business for photovoltaic plants. It is a high-growth enterprise with a

strong footing in the market. In the financial year 2010, it sold more than

50 megawatts worth of photovoltaic plants and generated revenues of around

€146 million. Tecno Spot GmbH has been represented in Austria through its

subsidiary GE-TEC GmbH since 2008 and also operates in the US market through

Tecno Spot Solar USA, Inc. and Tecno Spot Construction Services, Inc.

30

Under the control concept, MHH Solartechnik GmbH has had a controlling influence

over this company since 1 February 2012, the date when the purchase price was paid.

Inclusion in the consolidated financial statements as part of full consolidation was

therefore carried out as of this date.


includes the contractually agreed purchase price component (€8.000 million) paid out in

February and a purchase price retention of €0.750 million. In addition, the purchase

agreement on the acquisition of the shares in the company includes purchase price

components the future payment of which is contingent on the EBITs achieved by Tecno

Spot GmbH and its subsidiaries in the financial years from 2012 to 2014. The payments

to be made in subsequent years on the basis of the contingent purchase price

components are within a range of €0.000 up to a maximum of €14.490 million. In view of

the positive performance of the companies anticipated when it was acquired, a

preliminary purchase price totalling €21.350 million has been recognised, including

contingent purchase price components.

The transaction costs incurred so far in connection with the acquisition of the shares

amount to €0.592 million. These costs are included in the income statement under other

operating expenses.

The net assets acquired in connection with the purchase of Tecno Spot GmbH and

its subsidiaries break down as follows (preliminary figures):


adjustments

Fair value




Inventories 2.617 2.617




Non-current liabilities -.--- -.---



3.157 3.157

31

Preliminary pro-rata net assets 2.210Preliminary goodwill

19.140Total purchase price, includingcontingent purchase pricecomponents 21.350

Portion in net assets attributable to non-controlling shares 0.947

The portion in net assets of €0.947 million attributable to the non-controlling shares in

Tecno Spot GmbH comprises the fair value of the assets and liabilities attributable to

minority interest.


year, the share in consolidated revenues would have been €0.751 million higher and

the consolidated profit attributable to investors €0.251 million lower.

Since 1 February 2012, the date of its initial inclusion in the group of consolidated

companies, Tecno Spot GmbH and its subsidiaries have generated revenues of

€32.991 million and net income of €0.781 million.




BayWa AG acquired 100 percent of the shares in Windpark Wilhelmshöhe GmbH & Co.

KG, Grünwald, through its lower-tier subsidiary RENERCO Renewable Energy

Concepts AG, Munich, by way of a share deal. Under the control concept, RENERCO

Renewable Energy Concepts AG has had a controlling influence over this company

since 31 January 2012. The initial consolidation of the company therefore took place on

this date within the scope of full consolidation.

The preliminary purchase cost of the shares comes to €9.838 million. This amount

includes the contractually agreed purchase price component (€9.488 million) paid out in

March and a second purchase price instalment of €0.350 million to be paid out over the

course of the year.

32


€0.000 million.

The net assets acquired in connection with the purchase of Windpark Wilhelmshöhe

GmbH & Co. KG break down as follows (preliminary figures):


adjustments

Fair value

Intangible assets -.--- -.---


Financial assets -.--- -.---

Inventories -.--- -.---







9.887 9.887

Preliminary negative goodwill - 0.049


The preliminary negative goodwill of €0.049 million was recognised under other

operating income through profit and loss.

Since 31 January 2012, the date of its initial inclusion in the group of consolidated

companies, Windpark Wilhelmshöhe GmbH & Co. KG has generated revenues of

€1.496 million and a loss of €0.099 million.


year, the share in consolidated revenues would have been €0.652 million higher and

the consolidated profit attributable to investors €0.084 million higher.

33




BayWa AG acquired 100 percent of the shares in Sunshine Movement GmbH, Munich,

through its lower-tier subsidiary RENERCO Renewable Energy Concepts AG, Munich,

by way of a share deal. Under the control concept, RENERCO Renewable Energy

Concepts AG has had a controlling influence over this company since 28 February 2012.

The initial consolidation of the company therefore took place on this date within the

scope of full consolidation.

The preliminary purchase cost of the shares came to k€28.0. This amount includes the

contractually agreed purchase price component disbursed in February.

No transaction costs have been incurred to date in connection with the company

acquisition.

The net assets acquired in connection with the purchase of Sunshine Movement GmbH

break down as follows (preliminary figures):

In € thousand Book value Fair value

adjustments

Fair value

Intangible assets -.- -.-

Property, plant and equipment -.- -.-

Financial assets -.- -.-

Inventories -.- -.-

Receivables -.- -.-

Deferred tax assets -.- -.-


Non-current liabilities -.- -.-

Current liabilities -.- -.-

Deferred tax liabilities -.- -.-

25.0 25.0



34


companies, Sunshine Movement GmbH has generated revenues of k€0.0 and a

result of k€0.0.


year, there would have been no impact on the consolidated revenues and the

consolidated profit attributable to investors.




BayWa AG acquired 100 percent of the shares in Cubiertas Solares Carrocerias S.L.,

Madrid, through its lower-tier subsidiary Sunshine Movement GmbH, Munich, by way of

a share deal. Under the control concept, Sunshine Movement GmbH has had a

controlling influence over this company since 8 March 2012. The initial consolidation of

the company therefore took place on this date within the scope of full consolidation.


contractually agreed purchase price component disbursed in March.

No transaction costs have been incurred to date in connection with the acquisition.

35

The net assets acquired in connection with the purchase of Cubiertas Solares

Carrocerias S.L. break down as follows (preliminary figures):

In € thousand: Book value Fair value

adjustments

Fair value




Inventories -.- -.-

Receivables 0.2 0.2






2.6 2.6



Since 8 March 2012, the date of its initial inclusion in the group of consolidated

companies, Cubiertas Solares Carrocerias S.L. has generated revenues of k€0.0 and

a result of k€0.0.







BayWa AG acquired 100 percent of the shares in Cubiertas Solares Parking S.L.,

Madrid, through its lower-tier subsidiary Sunshine Movement GmbH, Munich, by way

of a share deal. Under the control concept, Sunshine Movement GmbH has had a

controlling influence over this company since 8 March 2012. The initial consolidation

36

of the company therefore took place on this date within the scope of full

consolidation.


contractually agreed purchase price component disbursed in March.


The net assets acquired in connection with the purchase of Cubiertas Solares

Parking S.L. break down as follows (preliminary figures):

In € thousand: € Book value Fair value

adjustments

Fair value




Inventories -.- -.-

Receivables 0.2 0.2






2.6 2.6



Since 8 March 2012, the date of its initial inclusion in the group of consolidated

companies, Cubiertas Solares Parking S.L. has generated revenues of k€0.0 and

a result of k€0.0.




37




BayWa AG acquired 100 percent of the shares in SEP du Midi 2 SNC, Mulhouse,

France, through its lower-tier subsidiaries RENERCO Renewable Energy Concepts AG,

Munich, (99 percent) and RENERCO Solar GmbH, Munich, (1 percent) by way of a

share deal. Under the control concept, RENERCO Renewable Energy Concepts AG has

had a controlling influence over this company since 8 February 2012. The initial

consolidation of the company therefore took place on this date within the scope of full

consolidation.


contractually agreed purchase price component.


The net assets acquired in connection with the purchase of SEP du Midi 2 SNC

break down as follows (preliminary figures):


adjustments

Fair value




Inventories -.- -.-

Receivables 4.4 4.4






- 47.4 - 47.4



38


companies, SEP du Midi 2 SNC has generated revenues of k€0.0 and a result of

k€0.0.







BayWa AG acquired 100 percent of the shares in SEP SAG Intersolaire 3 SNC,

Mulhouse, France, through its lower-tier subsidiaries RENERCO Renewable Energy

Concepts AG, Munich, (99 percent) and RENERCO Solar GmbH, Munich, (1 percent)






three contractually agreed purchase price components.


The net assets acquired in connection with the purchase of SEP SAG Intersolaire

3 SNC break down as follows (preliminary figures):

39


adjustments

Fair value




Inventories -.- -.-

Receivables 3.2 3.2






- 121.6 - 121.6




companies, SEP SAG Intersolaire 3 SNC has generated revenues of k€0.0 and a

result of k€0.0.







BayWa AG acquired 100 percent of the shares in SEP SAG Intersolaire 5 SNC,

Mulhouse, France, through its lower-tier subsidiaries RENERCO Renewable Energy

Concepts AG, Munich, (99 percent) and RENERCO Solar GmbH, Munich, (1 percent)





40


contractually agreed purchase price component.


The net assets acquired in connection with the purchase of SEP SAG Intersolaire 5

SNC break down as follows (preliminary figures):


adjustments

Fair value




Inventories -.- -.-

Receivables 1.2 1.2






-47.5 - 47.5

Preliminary negative goodwill 48.5



companies, SEP SAG Intersolaire 5 SNC has generated revenues of k€0.0 and a

loss of k€0.0.







41

RENERCO Renewable Energy Concepts AG, Munich, sold 100 percent of its shares

in Windpark Selmsdorf II GmbH & Co. KG, Grünwald, on 2 January 2012. The effect

of this transaction on the consolidated financial statements is as follows (preliminary

figures):

Consideration received

In € million 02/01/2012

Consideration received in the form of cash and cash equivalents for 100 percent of the

shares 1.087

Assets and liabilities derecognised owing to control relinquished

In € million 02/01/2012

Non-current assets

Intangible assets -.---

Property, plant and equipment 0.200

Financial assets -.---

Deferred tax assets -.---

0.200

Current assets

Inventories -.---

Receivables and other assets 0.038

Cash and cash equivalents -.---

0.038

In € million 02/01/2012

Non-current liabilities

Non-current provisions -.---

Financial liabilities -.---

Trade payables and other liabilities -.---

-.---

Current liabilities

Current provisions 0.001

Financial liabilities 0.244

Trade payables and other liabilities -.---

0.245

Net assets on the disposal date - 0.007

42

Disposal gain from the derecognition of the Group company

In € million 02/01/2012

Consideration received for 100 percent of the shares 1.087

Net assets relinquished 0.007

Disposal gain 1.094

The disposal gain is disclosed under other operating income in the income statement.

Incoming net cash and cash equivalents from the sale of the Group company

In € million 02/01/2012

Purchase price settled through cash and cash equivalents 1.087

Less cash and cash equivalents paid out in connection with the disposal -.---

1.087

Raiffeisen Ware Austria Aktiengesellschaft, Vienna, Austria, combined Ybbstaler

Fruit Austria GmbH, Kröllendorf, Austria, a group company operating in the fruit juice

concentrate business, and its subsidiary Ybbstaler Fruit Polska Sp. z o.o., Chelm,

Poland, into a joint venture with AGRANA Juice Holding GmbH, Gleisdorf, Austria,

with effect from 1 June 2012. As consideration for the companies incorporated into

the joint venture Raiffeisen Ware Austria Aktiengesellschaft, Vienna, Austria,

received 49.99 percent in the YBBSTALER AGRANA JUICE GmbH joint venture

based in Kröllendorf, Austria, via its subsidiary RWA International Holding GmbH,

Vienna, Austria. The majority holding of 50.01 percent in the joint venture is held

through AGRANA Beteiligungs-AG, Vienna, Austria. Since the date when the

businesses were combined, the joint venture has therefore been included in the

consolidated financial statements of AGRANA within the scope of full consolidation.

The shares in YBBSTALER AGRANA JUICE GmbH have been reported within the

BayWa Group at equity since that date. The combination of the two fruit juice

concentrate companies takes account of changing conditions in markets where

concentrate manufacturers and beverage filling companies have been undergoing a

process of accelerating consolidation in recent years. Putting these two companies

together will strengthen their competitiveness against the backdrop of the growing

globalisation of fruit juice concentrate markets and is another important development

in the internationalisation of the BayWa Group. Approval by the antitrust authorities

for the joint venture was granted on 4 April 2012.

43

The effect of the transitional consolidation on the consolidated financial statements is

as follows (preliminary figures):

Consideration received

In € million 01/06/2012

Consideration received for 100 percent of the shares consisting of 49.99 percent of the

shares in YBBSTALER AGRANA JUICE GmbH 40.633

Assets and liabilities derecognised owing to loss of control

In € million 01/06/2012

Non-current assets

Intangible assets 0.145

Property, plant and equipment 26.473

Financial assets 0.041

Deferred tax assets 0.325

26.984

Current assets

Inventories 40.090

Receivables and other assets 27.496

Cash and cash equivalents 9.623

77.209

In € million 01/06/2012

Non-current liabilities

Non-current provisions 1.821

Financial liabilities -.---

Trade payables and other liabilities 0.366

Deferred tax liabilities 1.379

3.566

Current liabilities

Current provisions 2.882

Financial liabilities 31.767

Trade payables and other liabilities 31.667

66.316

Net assets on the disposal date 34.311

44

Disposal gain from the derecognition of the Group company

In € million 01/06/2012

Consideration received for 100 percent of the shares 40.633

Net assets relinquished -34.311

Inter-company profits eliminated through to disposal date 0.159

Disposal gain 6.481

The disposal gain is disclosed under other operating income in the income statement.

Outgoing net cash and cash equivalents from the disposal of the Group company

In € million 01/06/2012

Purchase price settled through cash and cash equivalents -.---

Less cash and cash equivalents paid out in connection with the disposal - 9.623

- 9.623

As per 30 June 2012, a total of 155 companies (31 December 2011: 108 companies)

were included in the consolidated financial statements in accordance with the

standards applicable to full consolidation. In addition, 26 associated companies

(31 December 2011: 14 companies) have been included in the consolidated financial

statements in accordance with the equity method set out under IAS 28.

Assumptions and estimates

In as much as assumptions and estimates were made in the context of reporting,

they have remained unchanged as to the methodology used during the financial year

and between financial years. There are no reportable changes which have had a

material impact on the period covered by this Interim Report.

Seasonal and economic influences on business activitySeasonal influences typical to the business have an impact on all the core activities

of the Group. Over the course of the year they led to fluctuations in revenues and

profit which partly equal out. In the Agriculture Segment, the main activities take

place in the first three quarters of the financial year, with the focus on the second

quarter. In the Building Materials Segment, business picks up after the first quarter

and slows in the fourth quarter due to the weather. The Energy Segment is impacted

45

more by economic influences which cause fluctuations in business. The price trend

exerts a major impact on consumer behaviour and therefore on the development of

the segment’s revenues. The backlog in demand then evens out over a number of

years.

Bonds/equity instruments

In the period under review, there were no issues, share buy-backs or repayments,

neither for bonds nor for other equity instruments. The treasury share portfolio has

remained unchanged since the financial year 2003 and comprises 19,500 shares,

which correspond to €49,920 the equivalent of 0.06 percent of the share capital.

Appropriation of 2011 retained earningsOn 30 May 2012, the Annual General Meeting of Shareholders approved the

following appropriation of BayWa’s unappropriated retained earnings in the year

2011:

Dividend:

Dividend of €0.60 per dividend-bearing share €20,533,938.60

Unappropriated retained earnings: €20,533,938.60

Dividend was paid out on 31 May 2012.

Earnings per shareBasic earnings per share (EPS) are calculated by dividing the net profit for the period

(net of minority interest) by the average number of shares. So-called potential shares

(above all share options and convertible bonds) which can dilute earnings per share

were not issued, which means that diluted and basic earnings per share are the

same.

46

Transactions and events to be reportedInterim reporting must contain information on transactions and events which affect

the assets, liabilities, equity, result for the period under review or the cash flow, and

which, due to their type, scope or frequency, are unusual.

In the period under review, there were no matters requiring reporting. In respect of

effects from the acquisition of companies and the consolidations, reference is made

to the explanations above.

Tax computation

Tax computation is carried out by using the weighted average annual income tax rate

for each separate region. The deferred tax assets include tax-reducing claims which

arise from the expected utilisation of loss carryforwards in the periods ahead, the

realisation of which is assured with sufficient probability.

Contingent liabilities and contingent receivablesThere are no contingent receivables. There were no major changes in contingent

liabilities as against the reporting date of 31 December 2011.

Cash flow statementThe cash flow statement has been drawn up pursuant to IAS 7 by applying the

indirect method, and broken down into cash flows from operating, investing and

financing activities.

Other transactions and events to be reportedOn 4 May 2012, the General Meeting of Raiffeisen-Holding Niederösterreich-Wien

reg.Gen.m.b.H., Vienna, Austria, and the Annual General Meeting of Shareholders of

Raiffeisenlandesbank Niederösterreich-Wien AG, Vienna, Austria, confirmed that Klaus

Buchleitner will be appointed as the new Director General of Raiffeisen-Holding

Niederösterreich-Wien reg.Gen.m.b.H. and Raiffeisenlandesbank Niederösterreich-Wien

AG with effect from 1 June 2012. With the assumption of these new roles, Klaus

Buchleitner left the Board of Management of BayWa AG on 15 May 2012.

47

Audit of the Interim ReportThis Interim Report was not subject to any audit review.

Affirmation by the Legally Authorised Representatives

We hereby affirm that, to the best of our knowledge and in accordance with the

generally accepted accounting principles applicable to interim reporting, the

consolidated statements give a true and fair view of the net assets, financial position

and the result of operations of the Group, and that the Management Report on the

Group presents a true and fair description of the development of the Group’s

business, including its performance, and of the material risks and opportunities

inherent in the prospective development of the Group over the remainder of the

financial year.

Munich, 31 July 2012

The Board of Management

Klaus Josef Lutz

Chief Executive Officer

Andreas Helber

Dr. Josef Krapf

Roland Schuler

48

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