plaut aktiengesellschaft annual report 2012 · hans zehetmaier management board ceo mag. johann...

Annual Report 2012Plaut Aktiengesellschaft

www.plaut.com

2

KEY FINANCIAL DATA

2012

Change 2011 - 2012

2011

2010

2009

Earnings

Revenue (*) TEUR 25,455 3,555 21,900 19,994 20,138

Growth in sales (compared with previous year) (*) % 16.2 9.5 -0.7 n.v.

Financial data

Additions to property, plant, equipment and software TEUR 356 30 326 560 256

Depreciation of property, plant, equipment and software TEUR 334 -66 400 531 451

Results

EBITDA (*) TEUR 1,466 -328 1,794 1,260 1,387

EBITDA-margin (*) % 5.8 8.2 6.3 6.9

EBIT (*) TEUR 1,132 -262 1,394 729 936

EBIT-margin (*) % 4.4 6.4 3.6 4.6

Earnings before taxes (*) TEUR 821 -156 977 346 590

Consolidated results after tax (incl. minority interests) TEUR 592 -75 667 79 392

Cash-Flow from operating activities TEUR -254 554 -808 -1,290 608

Earnings per share

Basic income/loss per share (*) EUR 0.01 -0.02 0.03 -0.01 0.00

Diluted income/loss per share (*) EUR 0.01 -0.02 0.03 -0.01 0.00

Employees

Number (Average, incl. freelance employees) 216 26 190 186 195

Sales per employee 117,847 2,584 115,263 107,495 103,272

(*) 2009 and 2010 adjusted regarding the business unit IT-Services

3

NAMES AND COMPANIES

Supervisory BoardChairmanMag. Christian Brandstetter

Vice ChairmanDr. Günther Ofner

MemberWolfgang Schwaiger

MemberHans Zehetmaier

Management BoardCEOMag. Johann Grafl

Plaut Aktiengesellschaft, AT-Vienna

Plaut Consulting Austria GmbH

Vienna, AT (100%)

Plaut Consulting Romania S.R.L.

Bucharest, RO (70%)

Plaut Consulting CZ s.r.o.

Prague, CZ (65%)

Plaut Consulting Polska Sp. z.o.o.

Gliwice, PL (51%)

B&A Insurance Consulting s.r.o.

Ostrava, CZ (51%)

Plaut Deutschland GmbH

Ismaning, DE (100%)

Plaut (Schweiz) Consulting AG

Wallisellen, CH (100%)

Plaut Business Consulting GmbH

Ismaning, DE (100 %)

Plaut Consulting LLC

Moscow, RU (55%)

4

KEY FINANCIAL DATA 2

NAMES AND COMPANIES 3

TABLE OF CONTENT 4

FINANCIAL YEAR 2012 6 ■ Report of the Management Board 6

■ The Management Board and Members of the Supervisory Board 7

■ Annual General Meeting 2012 7

■ Share, stock exchange & investor news 8

PLAUT BUSINESS CONSULTING 10 ■ Management & IT Consulting 10

■ Competence in issues 10

■ Industry competence 12

CONSOLIDATED MANAGEMENT REPORT 2012 14 ■ Economy & Consulting 14

■ Sales 17

■ Consolidated Earnings 17

■ Further Key Indicators on the Group’s Financial Performance 17

■ Equity 19

■ Key Indicators on the Group’s Financial Position 20

■ Cash Flow 20

■ Employees 21

■ Corporate Communication 21

■ Environmental Management 22

■ Risk Management / Report 23

■ Opportunities 26

CONTENTS

5

■ Report on Significant Aspects of Internal Control and Risk Management with Respect to 27Accounting and Financial Reportings

■ Subsequent Events 28

■ Outlook for 2013 29

CONSOLIDATED FINANCIAL STATEMENTS 2012 32 ■ Consolidated Statement of Financial Position as of Dec 31, 2012 32

■ Consolidated Income Statement for the year Jan 1, 2012 - Dec 31,2012 34

■ Consolidated Statement of Comprehensive Income (IFRS) for the year Jan 1, 2012 35

■ Consolidated Statement of Cash Flows 2012 36

■ Consolidated Statement of Changes in Equity 2012 38

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2012 42 ■ Principles and Methods 42

■ Notes to the Consolidated Statement of Financial Position 53

■ Notes to the Consolidated Income Statement 71

■ Other notes 74

■ Authorization of the consolidated financial statements 79

■ Subsequent events 79

AUDITORS REPORT 80

REPORT OF THE SUPERVISORY BOARD 82

CORPORATE GOVERNANCE REPORT FOR 2012 84

DECLARATION OF THE MANAGEMENT BOARD (BALANCE SHEET OATH) 88

SITES 89

6

Dear Shareholders, Customers, Partners and Employees of Plaut Aktiengesellschaft!

2012 was marked mainly by our investment in to a successful future. While at the end of 2011, Plaut had 196 employees, this number has grown to 237 at the end of 2012, represen-ting an increase of 21% over the prior year. With our “top-50” initiative, we aimed at winning 50 new staff members cross-nationally. We reached our goal in early 2013.

To our customers, expanding our staff base denotes a broader portfolio of qualifications. With our new employees we have extended our knowledge base in respect of the core economic issues, gained experienced employees for the implementation of SAP solutions and valuable know-how by hiring industry specialists.

A major component of Plaut’s strategy is represented by the combination of business consulting and solution orientated IT implementation. Plaut focuses on the industries of insurance, utility and food/beverages. Plaut continued to invest into its ser-vice portfolio by linking its special competencies with industry specific requirements, which is very well accepted in the market.

2012 was the first full year within the msg systems ag group. The product based IT solutions of msg systems ag and access to new businesses have created prospects for increased business. The coordinated, open cooperation at every level soon proved suc-cessful, resulting in new projects. The portfolios of both entities complement one another ideally, resulting in real added value for the customer. Additionally, the cooperation resulted in syner-gies to the benefit of both entities.

Plaut consulting group regards the CEE and CIS countries as markets with growth potential and has created the basis for further CIS expansion especially by increasing its activities in the Russian country organization and new bases in Krasno-yarsk (Siberia) and Saint Petersburg. Furthermore, we further expanded the development center for near shore-develop-ments in Romania.

On behalf of Plaut Management, I would like to thank our customers and shareholders for the confidence placed in us

in 2012. Result-oriented acting, cooperative teamwork and reliance represent the core values of our work. The dedication of our employees was again the key driver for reaching our goals in 2012. For this, a sincere “Thank you”!

Vienna, April 4 2013

The Management Board

Mag. Johann Grafl Plaut Aktiengesellschaft

■ Report of the management board

FINANCIAL YEAR 2012

7

The annual general meeting (AGM) of Plaut Aktiengesell-schaft took place June 13, 2012 in Vienna. Approx. 80% of the voting capital was present. The Management Board and Supervisory Board were discharged from their duties unani-mously.

The members of the Supervisory Board, Mag. Christian Brandstetter (Chairman), Dr. Günther Ofner (Vice-Chairman) and Wolfgang Schwaiger were re-elected unanimously. As a new member to the Supervisory Board, Hans Zehetmaier was elected unanimously. Hans Zehetmaier is a member of the Management Board of msg systems ag, which is main shareholder of Plaut Aktiengesellschaft, holding 50.93% of the shares in Plaut.

Overview of the main resolutions taken by the annual ge-neral meeting in 2012

■ Resolution to discharge the members of the Manage-ment Board from their duties for the fiscal year 2011.

■ Resolution to discharge the members of the Superviso-ry Board, Mag. Christian Brandstetter, Dr. Günther Ofner and Wolfgang Schwaiger, from their duties for the fiscal year 2011.

■ Resolution to appoint KPMG Austria AG Wirtschaftsprü-fungs- und Steuerberatungsgesellschaft, Porzellangasse 51, 1090 Vienna as auditor for the fiscal year 2012.

■ Readjustment of the Supervisory Board’s remuneration for 2012 and the following years.

■ Election of Hans Zehetmaier as a new member to the Su-pervisory Board.

■ The Management Board and Members of the Supervisory Board

■ Annual General Meeting 2012

8

Fact Sheet - Plaut share

Type of Share No-par share

Number of shares 16,522,071

ID number A0LCDP

Ticker symbol PUT 2

ISIN Code AT0000A02Z18

Trading segment

General Standard of the Regulated Market

of the Frankfurt Stock Exchange

Share capital 16,522,071 EUR

2012, the share price (XETRA) performed between the open-ing price of EUR 0.90 and the closing price of EUR 1.02.

The Group’s consolidated earnings (after tax) amount to ap-prox. EUR 0.6 million (prior year: EUR 0.7 million). Basic/diluted earnings per share amount to EUR 0.01 (prior year: EUR 0.03).

■ Share, stock exchange & investor news

Fig.: development of share price in EUR, Source: Deutsche Börse

Shareholder structure1 in % & shares development

1 State: 25.03.2013

10

■ Management & IT Consulting

PLAUT BUSINESS CONSULTING

■ Competence in issues

Plaut represents profound management consulting with im-plementation competence. Based on the methods of marginal costing and direct costing, which were significantly impacted by Plaut’s founder, Hans-Georg Plaut, the consulting portfolio offers a high degree of assurance in the optimization of busi-ness processes. Solutions designed by Plaut work: experienced in specific industry processes and competent in IT solutions, Plaut stands for linking strategy, concept and solution-orien-ted implementation.

By combining competence in industry and issues, we design and implement together with the customer solutions which contribute to sustained added value. The presence in the DACH region and important CEE and CIS countries enables Plaut to efficiently design roll-out projects combining central standards and local requirements.

Finance & Controlling

For external and internal accounting, our services cover all as-pects of financial and asset accounting, controlling and con-solidation, with a focus on group reporting. State-of-the-art information and communication technology allow Plaut to offer a complete and well-balanced legal and management consolidation on all relevant levels of reporting. Integration of additional control quantities assures successful business decisions to be made with a focus on markets, customers and success.

Supply Network Management

Supply Network Management optimizes the processes in procurement, production and distribution, creating internal as well as cross-entity business processes. It extends beyond the simple supply chain: the organization and successful management of supply networks create competitive advan-tage by creating the possibility to react faster to changes, with simultaneously optimizing costs. Concentration on core competencies requires a closer involvement of suppliers into procurement and production. The concurrently integrated sales planning ensures that the right product is available at the right place at the right time at most advantageous costs.

Plaut’s experience and competence with cross-entity projects ensure that all partners are involved and that the technical realization with the help of future-proof IT systems create sustained added value.

Business Intelligence

Business Intelligence (BI) and Enterprise Performance Ma-nagement (EPM) are becoming an increasingly important factor in competitiveness in today’s business. This begins with the operating and strategic business planning and stret-ches into reporting. Information and data are mostly abun-dantly available to management. Business Intelligence enab-les entities to transfer data into decision relevant information, thus providing the right information readily prepared. Accu-rate and fast planning solutions enable your entity to react fast and in a flexible manner to changes in the economic en-vironment. By means of the new mobile devices, data can be retrieved in less time. It is Plaut’s aim to enable an easy and inexpensive operation of business processes by means of mobile interfaces. For the implementation, Plaut relies on the leading software of SAP and QlikTech to design optimal Business Intelligence solutions for the customer.

11

IT architecture and development

Plaut combines its industry knowledge with its competence in architecture and technology to offer integrated consulting services. To provide optimal customer value, we combine the advantage of state-of-the-art SAP technology with enterpri-se-architecture methods, thus providing our customers with the optimization of processes and transparency without in-terfering with existing application landscapes. With our near shore centers in Eastern Europe, we create and realize mo-dern and efficient SAP solutions, such as SAP user interfaces for increased user acceptance and integration scenarios to remove any system discontinuity as well as future-proof SAP enhancements. Plaut Application Life Cycle Management offers consulting and outsourcing services for SAP oriented IT landscapes. With our solutions, operating costs of the ap-plications are reduced by simultaneously making resources available for innovation in the operating business of our cus-tomers.

Plaut Management Training

Staff expertise represents a significant success factor for each enterprise. Plaut focuses on training as a vital factor to main-tain innovation, competitiveness and productivity at a high level. In addition to corporate planning and controlling and information technology, Plaut’s skilled staff contributes to-gether with Plaut to the economic success of our customers.The need to adjust the qualification of employees to the on-going, accelerated structural change is becoming increasin-gly important to companies. Globalization, dynamic techno-logical innovation or modified forms of work organization are only a few keywords to describe this development. The result is an increasing demand for individual qualification and com-petence. For us, an environment encouraging training within an entity is a driving factor in maintaining innovation, com-

petitiveness and performance at a high level. In addition to business planning and controlling and information techno-logy, it is our employee’s qualification with the help of which we contribute to the economic success of our customers.

Business Process Management

Plaut supports the most efficient design of business processes by streamlining organization and improving IT support. The use of resources is reduced and speed, quality and reliabili-ty in administration and production are increased. The Plaut methodology of quantitative process analysis and process optimization arises from the tradition of 66 years of business consulting and has proven its value.

Plaut Project Management

The project as a form of organization brings important change and innovation into each enterprise. It is Plaut’s res-ponsibility to ensure that the project goals are achieved, pl-anned timing and budget are met, and that the resources of the enterprise are used most efficiently. Plaut offers methods, processes and tools on three levels: Portfolio Management, Multi-Project Management and Project-Controlling.

SAP Consulting

The extensive competence of each of our consultants is em-ployed in consulting and implementation projects of SAP software products. The strength lies in the conceptual design as well as the implementation of user friendly software and IT solutions. The close cooperation with SAP and the numerous projects characterize Plaut’s SAP consulting. Through the combination of business consulting and solution oriented IT implementation Plaut creates increased efficiency and optimized processes based on the globally leading business

12

software SAP. PlautWorks, which was developed by Plaut and is based on SAP, offers integrated and optimized billing for all forms of services. The share of services is becoming incre-asingly important in several industries. Efficient recording of services provided including employees’ time and expense, billing and analysis represent a major success factor.

The strategy of focusing and the expansion of industry geared consulting services focusing on the insurance, utilities, food and beverages was further promoted in 2012 and will conti-nue to be a focus point in 2013.

Insurance industry

The insurance industry is exposed to ongoing structural chan-ges. Increased international competition, new regulatory requirements, intensified pressure on cost or decreasing cus-tomer loyalty cause existing structures to vanish. Plaut focu-ses its consulting and implementation services for insurance companies on mobile solutions, treasury, consolidation, Busi-ness Intelligence and the regulatory requirements imposed by Solvency II and IFRS.

Utilities

For utilities, Plaut has further adjusted its controlling concepts to the special requirements of the industry. For this purpose, Plaut develops service packages to optimize cost in produc-tion, procurement and maintenance. We offer custom-made solutions based on state-of-the-art technologies for consul-

ting and implementing EVU management reporting. SEPA and the redesign of uniform European payment transactions until 1 February 2014 pose a great challenge for utilities.

Food and beverages

The industry food and beverages is characterized by an in-tense cutthroat competition, increasing cost of raw materials and energy and a demand for integrated innovative systems to offer excellent service. Among the consulting and imple-mentation services offered by Plaut are end to end Supply Chains, Supply & Demand Planning solutions and an optimal design of the controlling and reporting systems. Plaut intends to further expand these services.

■ Industry competence

14

CONSOLIDATED MANAGEMENT REPORT 2012

Economic conditionsDevelopment of the global economy

The development of the global economy was characterized by great uncertainty in 2012. In its World Economic Outlook – Update January 2013, the IMF (International Monetary Fund) sees increased growth rates in the third quarter of 2012 and a global economic growth of approx. 3% in 2012. However, this growth is allocated unequally. In particular, the “emer-ging and developing economies” contribute to this growth rate. While a mere 1.3% growth for the “advanced economies” is reported, a decline of 0.4% is expected for the Euro zone.

The forecast for 2013 is likewise cautious. Despite a predic-ted global economic growth of 3.5%, GDP in the Euro zone is forecasted to decline by 0.2%. While progress can be obser-ved in battling the debt crisis in the Euro zone, uncertainties with regard to a sustained and stable improvement in the in-dividual countries remain.

DACH region

While German GDP growth was at 3.1% in 2011, it plunged to 0.9% in 2012. According to the IMF, GDP growth for 2013 is ex-pected at 0.9%. With 1.4%, a growth rate exceeding 1% is ex-pected for 2014.

Austrian economy grew in 2012 by 0.9%. For 2013 and 2014 the IMF predicts an increase of 1.1% and 2.0, respectively. Statistik Austria expects a similar increase of 1.0% for 2013.

The Swiss growth rate was on a similar level: a rate of 0.8% in 2012 was considerably below the 1.9% in 2011. For 2013, an

increase of 1.4% is expected. In 2014, forecasts predict a growth rate of 1.8%.

CEE and CIS region

While economic growth in the CEE region was 5.3% in 2011, it fell to 1.8% in 2012. According to forecasts, a rate of 2.4% is expected for 2013 and a rate of 3.1% for 2014. For the CIS regi-on, growth was at 3.6% in 2012 and is expected to increase to 3.8% in 2013 and 4.1% in 2014.

The forecasts for those countries in which Plaut’s country or-ganizations operate, are relevant to Plaut.

According to the IMF, the economy in the Czech Republic de-creased by 1% in 2012. For 2013, a slight increase of 0.8% is expected.

Poland reported a relatively high increase in the CEE region of 2.4% in 2012. For 2013 and 2014, growth rates of 2.1% and 2.7%, respectively, are expected.

With a GDP growth of 0.9%, Romania was just below the 1% level in 2012. The IMF predicts an increase of 2.5% for 2013 and 3.0% for 2014.

Once again, Russia demonstrated a sustained upswing with a growth rate of 3.7% in 2012, which is expected to continue in 2013 and 2014 with growth rates of 3.8% and 3.9%, respec-tively.

The economic development in Europe and the decisions made on EU level to provide support to individual European countries in dealing with the crisis will have a significant effect on the growth rates in the CEE and CIS countries.

■ Economy & Consulting

15

Performance of the IT sector

The publication by the IDC (International Data Corporation) reports a growth in the IT market as compared to the pre-vious year of 5.9% in 2012. For 2013, growth is expected at 5.5%. In particular, a shift towards “mobility” was observable. While sales of PC ‘s declined by 2%, demand for mobile de-vices (smartphones and tablets) soared once again. For the first time, sales of smartphones and tablets exceeded PC sa-les. Driven by a strong demand from the private sector, this growth has an effect in business-IT. Employees used to an “al-ways on” access to private information increasingly demand the same access to corporate data. Laptops are no longer considered “mobile devises” as they do not enable the same rapid access to information. This will affect business intelli-gence applications in particular. Demand for intuitve ope-ration, access to data in real time and an all-time availability for ad-hoc queries is increasing steadily. This demand can be satisfied with currently available business applications.

According to the EITO (European Information Technology Observatory), growth of the global ICT market is at 5.1%. This increase, however, is driven mainly by the emerging markets. The ITC market in Western Europe increased by a mere 1.2% in 2012. IT services only grew by a weak 0.3%.

DACH region

According to BITKOM (Bundesverband Informationswirt-schaft, Telekommunikation und Neue Medien), the German IT and telecommunications market grew by 2.8% in 2012, with an expected increase of 1.6% in 2013. With a total vo-lume of EUR 152 billion, this market exceeded the EUR 150 billion mark for the first time.

According to a forecast of the IDC, the Austrian IT market will grow at a relatively constant rate of 2.5% until 2014. Accor-ding to the IDC, the strongest performance in the software market will be demonstrated by the category “applications”, with Microsoft, SAP and IBM as the leading suppliers.

According to the EITO, the Swiss IT market grew at a rate abo-ve the European average. Total ICT sales in Switzerland incre-ased by 1.5% to CHF 28.8 million in 2012. IT services grew by 1.6%.

CEE region

According to analysts of Erste Group, the CEE region grew by 6-8% in 2012. The IT sector is expected to increase at twice the rate of economic growth.

With a rate of 12%, Romania is above the 10% mark. The Czech Republic is expected to grow by 6% and Poland by 9%.

The Russian IT market demonstrated an especially strong per-formance. According to the market researcher Pierre Audoin Consultants, the increase amounted to 9% in 2012.

Plaut Group

In September 2011 msg systems ag acquired 28.38 % of the shares in Plaut AG from Cancom IT Systeme AG, thus beco-ming the new major shareholder. Subsequent to the acquisi-tion and the conclusion of a voting agreement between msg systems ag and other major shareholders of Plaut AG, msg systems ag gained control over Plaut and therefore, made a mandatory public purchase offer to the remaining sharehol-ders of Plaut to acquire the shares held in Plaut AG by them.

16

As of December 31, 2012, msg systems ag holds 50.93% of the shares.

msg systems is an independent, international company group with more than 4,000 employees worldwide. msg sys-tems offers industry solutions and services for financial ser-vices, insurance, telecommunications & media, public sector, life science & healthcare, travel & logistics as well as utilities. The insurance industry represents the largest market for msg systems. In this industry, msg systems is one of the most sig-nificant suppliers of integrated solutions for all lines of busi-ness within the insurance industry.

To Plaut, the industry solutions of msg systems represent an important extension of its portfolio. The coordinated mar-keting leads to new growth potential for Plaut AG. For msg systems, Plaut‘s deep knowledge in business management, its experience of many years in the SAP-environment and its engagement in the CEE- und CIS- countries Poland, Rumania, Czech Republic and Russia represent the perfect comple-ment in the msg systems group.

Both companies are able to combine the best solutions and to market these solutions in a joint effort. Plaut will retain its full autonomy and flexibility within the msg systems group and at the same time will benefit from the expanded portfo-lio of solutions offered. For the customers, this means new, increased competence combined with the knowledge of country specific requirements.

Along with this development, Plaut Group promoted its new strategic focus. This focus on business consulting and soluti-on oriented IT implementation continues to have a positive effect on the performance and order levels. Moreover, we continued to promote the strategic realignment towards the industries of insurance, utilities, food and beverage and

have invested heavily in the expansion of industry know how. Plaut also sees great potential in the CEE and CIS countries and has provided for further extension into the CIS region by expanding its activities in the Russian country organization. The existing nearshore development center in Romania was extended.

17

In 2012, EBIT amounted to a total of EUR 1.1 million (2011: EUR 1.4 million) resulting in an EBIT margin of 4.5% (2011: 6.4%).

Gross profit on sales amounted to EUR 6.3 million (2011: EUR 5.6 million), mainly as a result of the increase in sales. Operating and distribution expenses decreased by a total amount of EUR 0.8 million. Financing costs decreased by EUR 0.1 million. In 2012, other operating income included the gain from the sale of the office building in Ismaning. Therefore, other operating income decreased by EUR 1.8 million in 2012 compared to the prior year. As a result of the considerably improved gross profit on sales and the cost reductions as well as considerably redu-ced other operating income, consolidated earnings before tax

remained nearly unchanged at EUR 0.6 million as compared to 2011 (EUR 0.7 million).

Basic/diluted earnings per share amount to +0.01 Euro in 2012 (2011: 0.03 Euro).

A segment EBIT before segment consolidation of EUR 0.7 mil-lion (2011: EUR 2.0 million) was achieved in the DACH region, and a segment EBIT of EUR 1.3 million (2011: EUR 0.7 million) was achieved in the CEE region. EBIT before segment conso-lidation in the segment Other amounted to EUR -0.9 million (2011: EUR -1.3 million).

■ Consolidated Earnings

In 2012, sales profitability was 3.2 % (2011: 4.5 %).

2012 2011

in EUR ‘000 in EUR ‘000

Sales 25,455 21,900

Earnings before tax 821 977

Sales profitability in % 3.2% 4.5%

In 2012, return on equity is 26% (2011: 32%).

In 2012, sales amounting to EUR 25.5 million (2011: EUR 21.9 million) increased by 16% compared to 2011 with the DACH region accounting for EUR 16.1 million (2011: EUR 15.5 milli-on) and the CEE region accounting for EUR 9.4 million (2011: EUR 6.4 million) of the total sales to end customers. Quarterly sales amounted to approx. EUR 5.7 million in the first quarter

■ Salesand increased to EUR 6.3 million in each of the second and third quarter, with another increase to EUR 7.2 million in the fourth quarter. In 2012, sales per employee of EUR 118 thousand were slightly above those of 2011 (EUR 115 thousand).

2012 2011



Average equity 3,152 3,057

Return on equity 26.0% 32.0%

■ Further Key Indicators on the Group’s Financial Performance

18

The return on capital employed was 7.9% (2011: 8.5%):

2012 2011



Financing costs 316 441

Total 1,137 1,418

Average capital employed 14,464 16,605

Return on capital employed in %

7.9% 8.5%

Billed working days

The consolidated working days billed for consulting services by the Plaut Group increased by 20% in 2012 compared to 2011 to 31,130 (2011: 25,917). The working days billed in the DACH region increased by 3% to 13,977 and by 37% to 18,859 in the CEE region.

Analysis of operating income and operating expenses

In 2012, indirect operating expenses were cut by EUR 0.9 mil-lion to a volume of EUR 5.8 million (2011: EUR 6.7 million). Selling costs account for EUR 0.7 million (2011: EUR 1.2 mil-lion) and general administrative expenses account for EUR 5.1 million (2011: EUR 5.5 million) of total indirect operating expenses. Within general administrative expenses, personnel expenses remained at a stable level of EUR 2.2 million (2011: EUR 2.2 million). General material overheads (rent, depreciati-on, etc.) were cut by approx. EUR 0.4 million to EUR 2.9 million (2011: EUR 3.3 million). Other operating income amounted to EUR 0.7 million (2011: EUR 2.4 million). This significant decre-ase is due to the fact that in 2011, the income from the sale of the office building in Ismaning amounting to EUR 1.4 million was included in other operating income.

Research and development

There is nothing to be reported separately owing to the na-ture of our current business operations. Any expenses for product development are usually incurred as working days that cannot be billed and therefore, are recognized as direct personnel cost. Naturally, the methods and tools used are un-der constant improvement, even though we do not maintain our own research & development department for this purpo-se. In 2012, cost related to the development of the Service Provider Solution amounting to EUR 47 thousand (2011: EUR 65 thousand) was recognized in intangible assets.

Earnings per share

In 2012, earnings per share amounted to +0.01 Euro compa-red to +0.03 Euro in 2011.

19

General information

As of December 31, 2012, the number of issued shares was 16,522,071 (2011: 16,522,071) at a total par value of EUR 16,522,071.00. Without exception, all shares are no-par va-lue bearer shares, with each share representing one vote. The voting rights and the transfer of shares are not subject to any restrictions. No shares with special control rights were issued and there are no interests held by employees through an employee participation fund. There are no rules departing from the law with respect to the appointment and dismissal of members of the Management Board and the Supervisory Board or in respect of amendments to the articles of associ-ation. Regulations governing the appointment and dismissal of members of the Management Board and the Supervisory Board and governing amendments to the articles of associati-on are laid down in the articles of association. The authorizati-on of members of the Management Board regarding the pos-sibility to issue or buy back shares requires a resolution by the Ordinary General (Shareholders’) Meeting and is described below. There are no resolutions on the buy-back of shares.

Significant agreements were concluded with the chief exe-cutive officer and three other executive employees in respect of a change in control of Plaut Aktiengesellschaft. The agree-ments provide for certain special rights of termination and payment of remuneration up to the date the employment contracts expire, at a minimum for a period of one year, in case a change in control as defined in the agreement occurs.

Changes in equity

Accumulated results as of December 31, 2012, including con-solidated earnings attributable to the shareholders of Plaut Aktiengesellschaft of approx. EUR 0.1 million, totaled approx.EUR -13.1 million (2011: EUR -13.2 million).

The change in consolidated equity in 2012 is presented in the consolidated statement of changes in equity.

The Group reports shareholders’ equity of EUR 3.0 million as of December 31, 2012.

Direct or indirect interests in equity, amounting at least to 10%

The shares of Plaut Aktiengesellschaft are traded on the stock exchange. The Company therefore does not know with total certainty who owns the shares. As per December 31, 2012, the Company is aware of the following holdings amounting to at least 10 percent:

■ 50,9% msg systems ag

■ 14,8% Mag. Johann Grafl

On September 19, 2011, msg systems ag concluded a voting agreement with Mag. Johann Grafl, Schattendorf/Austria, Alfred Hofmann, Vienna/Austria, and Leopold Stehr, Nieder-leis/Austria. As of December 31, 2012, msg systems ag holds 8,414,7513 bearer shares of Plaut AG, Johann Grafl, also the sole member of the Management Board of Plaut AG, holds 2,445,741 bearer shares of Plaut AG, Alfred Hofmann holds 1,511,350 bearer shares of Plaut AG and Leopold Stehr holds 1,018,850 bearer shares of Plaut AG. Together, msg systems ag, Johann Grafl, Alfred Hofmann and Leopold Stehr hold 13,390,454 bearer shares of Plaut AG.

■ Equity

20

2012 2011


Net debt 5,248 3,087

Working capital 734 796

Equity ratio in % 20.2% 23.5%

Net gearing ratio in % 175.7% 93.1%

Net debt amounted to approx. EUR 5.2 million as of Decem-ber 31, 2012 (December 31, 2011: EUR 3.1 million). The increa-se in net debt is mainly a result of the considerable increase in the provision for pension obligations by approx. EUR 1 million which is mainly due to the reduction in the interest rate used in the calculation of the provision. Bank debt increased by EUR 0.8 million while cash and cash equivalents decreased by approx.

0.4 million. The net gearing ratio is calculated by dividing net debt by equity.

Working capital amounting to approx. EUR 0.7 million (2011: EUR 0.8 million) remained stable. Working capital is calculated by subtracting current debt from current assets.

The equity ratio dropped by approx. 3% to 20%. Equity ratio is calculated by dividing equity by total assets.

The following is a presentation of cash flows for the years 2012 and 2011:

2012 2011


Cash and cash equivalents as of January 1

1,657 715

Cash flow from operating activities

-254 -808

Cash flow from investing activities

-292 6,107

Cash flow from financing activities

104 -4,328

Effect of changes in exchange rates

24 -29

Cash and cash equivalents as of December 31

1,239 1,657

In 2011, the cash flow from investing activities mainly inclu-ded the purchase price paid for the sale of the business area IT-Services of EUR 2.4 million and cash received from the sale of the office building in Ismaning of approx. EUR 4.0 million and the cash flow from financing activities mainly included the reduction of bank loans by EUR 3.6 million.

■ Cash Flow

■ Key Indicators on the Group’s Financial Position

21

As of December 31, 2012, Plaut Group’s workforce consisted of 237 employees (December 31, 2011: 196). Of these, 197 (2011: 158) were salaried employees and 40 (2011: 38) free-lance employees. Approximately 80% of the total workforce was consultants.

Especially in the CEE region, it is customary to employ free-lancers. Consequently, Plaut has decided to include freelance employees in the workforce statistics, also for the purpose of correctly presenting any employee related key figures.

Number of employees

Dec 31, 2012

% Dec. 31, 2011

%

DACH region 95 40% 88 45%

CEE region 138 58% 103 53%

Plaut Aktiengesellschaft

4 2% 5 3%

TOTAL 237 100% 196 100%

In 2012, consolidated personnel expenses amounted to EUR 13.3 million (2011: EUR 11.8 million). Wages and salaries ac-counted for EUR 11.1 million (2011: EUR 9.8 million), social se-curity contributions accounted to EUR 1.5 million (2011: EUR 1.4 million), pensions accounted for EUR 0.2 million (2011: EUR 0.3 million) and other personnel expenses accounted for EUR 0.3 million (2011: EUR 0.2 million) of total consolidated personnel expenses. Severance payments amounted to EUR 0.2 million (2011: EUR 0.1 million).

The companies of Plaut Group employed an average of 216 em-ployees in 2012 (2011: 190).

Well trained, motivated employees are an important success factor for Plaut. Structured investments are made in the ongo-ing training of employees with the assistance of Plaut Manage-ment Training.

■ Employees

■ Corporate CommunicationPositioning Plaut at the relevant target groups and the com-municating the Company’s performance are the responsibili-ty of corporate communication. Relevant facts and informa-tion are prepared individually for each target group and are communicated offline and online via the relevant channels.

External communication

The following target groups are addressed by Plaut’s external communication:

• Customers and potential customers in defined target mar-kets

• Partners as multipliers for communication

• Investors and the financial community

• Media (industry, business and IT)

Investor relations communicate with the most important IR media and publish financial reports, interim reports and press releases. All information is published on the Company’s homepage and is published via several news platforms. Acti-ve participation in conventions and other professional events,

22

The business activity of a consulting firm is critical to the en-vironment only to a marginal extent. Strict demand-oriented procurement, environmentally sound disposal, garbage sepa-ration and recycling (hardware and components) and increa-sed use of rail instead of car travel represent the relevant activi-ties within environmental management. Increased use of web based meetings in internal communication and also communi-cation with our customers contributes to a general reduction in travel.

abstractor activities, electronic mailings, and the use of rele-vant web platforms such as Youtube or XING are further focal points of external communication.

Internal communication

Our employees are informed on a regular basis on current de-velopments at Plaut, either by means of internal information mails or information events. In addition, Enterprise Informa-tion Portal, an internet solution, allows daily updated infor-mation on developments and changes in the Plaut country entities.

■ Environmental Management

23

Plaut Aktiengesellschaft systematically manages risk in order to early detect and analyze risks as well as to take advantage of opportunities.

The companies in the Plaut Consulting Group have a similar risk structure due to their similar service portfolios and are inclu-ded in the Group’s risk management system. Risk management is an integral part of corporate development and includes both operating and strategic exposures as well as financial, market-related and economic risks. Regular reports prepared by risk controlling and meetings of the Supervisory Board, in which the operating and strategic business is discussed, ensure an efficient risk management system.

Business environment and industry risks

Economic risks

Investments in consulting, implementation and IT projects as well as the purchase of software licenses (e.g. SAP software) entail considerable capital expenditures by the customers and are subject to a decision-making process. Due to the de-terioration of the economic environment primarily in Plaut’s main target markets (CEE & DACH regions), the willingness of (potential) clients to invest could decrease, and could, therefo-re, adversely influence the financial position and financial per-formance of Plaut Aktiengesellschaft. By focusing on Eastern Europe, there is also the risk of legal and political instability.

The uncertainties on the financial markets and the ongoing discussion of the stability of individual countries in the Euro zone can have an effect on the willingness of companies to invest. Even if Plaut does not have branch offices in any of the countries facing an exceptionally difficult financial situation (Greece, Portugal, Spain, Hungary), our clients, for which the-se countries are important markets, are negatively affected by the uncertainties in these markets.

By regularly monitoring the economies in our target countries,

we will be able to set counteractive measures in time. Further-more, we take the customers’ current willingness to invest into consideration by offering flexible cost models in order to create a portfolio offering adequate value for money to our clients.

The marketing of our products and services in the DACH region as well as in Eastern Europe is associated with the usual risks when conducting international business. This includes, as men-tioned, the political and legal situation of the individual coun-tries and the collision of different tax systems as well as legal issues. We are able to control and effectively counteract these risks by maintaining regular communication with the respec-tive government agencies and assigning Managing Directors well knowledgeable of the particular country.

Market risks

The consulting market is characterized by a continuous pres-sure on prices due to strong competition, which also affects Plaut Aktiengesellschaft. We have achieved a unique position owing to our many years of experience in business consulting and the implementation of IT solutions by our experienced and well-qualified consultants with functional and sector ex-pertise. Our references also show the quality and success of our projects. Improving the position of Plaut as a recognized brand-name and the communication of conclusive and pre-cise messages to the market will continue to set us apart from our competitors.

The market for key accounts is, particularly in Germany and Austria, largely covered by SAP products, which has lead to a saturation in core areas (ERP) of these markets. This risk is counteracted by Plaut Aktiengesellschaft by expanding its service portfolio and by covering a broader consulting ran-ge with the clear industry focus. The consulting portfolio can also be expanded by SAP’s new solutions for business intelli-gence and data bases, thus representing another measure to mitigate risk.

■ Risk Management / Report

24

Business risks

Strategic planning risks

One important component of our strategy is our focus on core competencies in business consulting and the solution oriented IT implementation with emphasis on Finance/Con-trolling & Business Intelligence as well as IT-Applications. We place our focus on the following industries: insurance, utili-ties and food/beverages. Negative developments in these industries and/or negative trends in the products could have a significant effect on our results.

Human resource risks

Our highly qualified employees are our capital. Should these employees leave Plaut, their valuable expertise is lost and this results in recruiting expenses and the risk of not finding an adequate replacement. It is therefore vital to commit our staff to the Company long term and to add more highly qualified employees to our team. This is achieved through appealing salary schemes, career flexibility and regular training as part of our comprehensive training program.

Acquisitions or establishing new entities entail the risk of greater fluctuation of staff taken over. In order to ensure the long-term loyalty of management and key personnel, Plaut Aktiengesellschaft has designed suitable takeover contracts and implements comprehensive integration events for new employees.

Organization and governance risks

As a stock corporation located in Austria and listed in Germa-ny, Plaut Aktiengesellschaft is subject to legal regulations on

the Company’s management according to both, the German and the Austrian legal systems. By bringing in external legal consultants and auditors we ensure adherence with legal re-gulations and the appropriate and timely compliance with new requirements and obligations.

Communication and information risks

There is a risk that internal confidential information on sensi-tive issues such as strategies or products reaches the public by mistake or is published too early by employees. Precau-tions are taken by applying the appropriate contractual regu-lations as well as data-technical precautions to prevent such confidential content being forwarded. There are no guaran-tees that these measures are adequate but we are convinced that sufficient precautions have been taken and we also trust our employees to handle confidential information with care.

Product and project risks

The development of existing and new software products al-ways entails the risk of not achieving the set objectives, or only in part or with delay. Furthermore, products may be de-fective. We counteract this risk through close co-operation with customers and a highly sophisticated quality manage-ment system.

The implementation of SAP software distributed by Plaut Ak-tiengesellschaft frequently entails a significant deployment of resources by the customer and is subject to a variety of risks, some of which we have no influence over. Complicated installation processes, lack of qualified consultants or pro-ject costs exceeding the agreed fixed price and which entail customer compensation claims or image damage, cannot be

25

fully excluded. Thanks to our modular project approach to optimizing the IT landscape, we have a low risk profile. Well proven project management, detailed discussions with cus-tomers before the project begins as well as our experienced consultants who react to problems efficiently and in a solu-tion-oriented manner contribute to the reduction of these risks.

Financial risks

Liquidity risks

In order to ensure the Group’s ability to continue as a going concern, appropriate financing is essential. To enable us to identify risks in this area, the financial position is monitored regularly and appropriate liquidity planning is prepared on a recurring basis.

Default risk

Plaut Aktiengesellschaft sells its products and services on ac-count. This could result in defaults, in the case that customers become insolvent. We reduce this risk through our effective receivables management, by obtaining external credit infor-mation and through controlling.

Foreign currency risks

International business activities give rise to foreign curren-cy risks. The most important foreign currencies for Plaut Aktiengesellschaft are the Swiss Franc, British Pound, the Polish Zloty, the Czech Koruna and the Romanian Leu. Peri-odic fluctuations in individual currencies may influence Plaut Aktiengesellschaft’s revenues and results. An increase in the value of the Euro in relation to other currencies generally has

a negative effect; a decrease in the value of the Euro has a po-sitive effect. The majority of business, however, is conducted in Euros. Furthermore, expected payment flows are systema-tically monitored.

Other operational risks

There are currently no significant legal disputes or claims for compensation pending that could threaten the Group’s abi-lity to continue as a going concern. Claims for compensation are covered sufficiently by adequate insurances.

Our systems and those of our suppliers and customers may be attacked by computer viruses. Such security breaches could cause significant damage as a result of recovery expenses or temporary loss of productivity. The probability of occurrence for this risk, however, is very low thanks to a number of pre-ventive measures, such as the use of state-of-the-art firewall technologies and virus prevention software.

This list of risks does not guarantee that all risks have been recognized and neutralized. This is due, among other things, to the fact that parts of these risks lie beyond the Company’s sphere of influence.

In summary, taking into account the applied risk manage-ment system, all risks Plaut Aktiengesellschaft is exposed to can be regarded as limited and manageable.

26

The identification and management of opportunities repre-sents significant factors for future success. The clear focus on core issues in consulting and IT implementation combined with a consistent industry focus contributes to the identifi-cation of opportunities and promotes the beginning of new developments. Experience industry manager prepare the portfolios of service in cooperation with the portfolio ma-nagers specifically for the industries insurance, utilities and food/beverage. This represents a major success factor for the successful focus on Plaut’s core industries. SAP-based solu-tions for businesses generating a large share of their sales with services, combined with mobile service recording and integrated billing represent another new potential for Plaut.

As of September 19, 2011, Plaut is a member of the msg systems group. The specific strengths of Plaut in the area of Finance/Controlling, Business Intelligence and the core ERP applications combined with experience of many years and presence in the CEE and CIS region create opportunities by opening new market entrance possibilities provided by msg systems.

Opportunities in CEE und CIS

Investment in the CEE and CIS region represents a further important factor contributing to a successful development. Russia in particular is a market in which Plaut has provided the basis for future business by establishing the local enti-ty. In our own development center in Romania, nearshore-developments are integrated into the projects, allowing for cost-efficient and competent project implementations. Ad-ditionally, the further growth of Plaut Poland and B&A Insu-rance Consulting (Joint Venture of Plaut Consulting Austria and BIAC – a subsidiary of Vienna Insurance Group) has been and will be further promoted in the future.

■ Opportunities Opportunities through partner networks

The clear industry focus promotes the creation of partner net-works. At the level of each industry, the associations and con-sortia with long lasting work with conventions, work groups, media and web platforms are important multipliers for Plaut, especially in directly addressing the decision makers of the relevant industries. Therefore, the strategic expansion of the partnerships and their use for public relations, acquisitions and knowledge increase is an important part of our marke-ting strategy.

Opportunities through partnerships with suppliers of software

The partnership between Plaut and SAP was concluded in 1982. In the course of this partnership, Plaut has contribut-ed considerable technical know-how in accounting and thus has contributed to the successful design of SAP software. This close alliance between Plaut and SAP was consistently spread out to new areas and represents a significant partnership for Plaut today.

The market has shown that suppliers of software specia-lized in specific areas have developed solutions for which there is a great demand. In most cases, these solutions are characterized by a particularly simple use and simple imple-mentation. Plaut analyses the market on a continuing basis and concludes partnerships with such suppliers. For Business Intelligence it is QlikTech and for sales planning and optimi-zation of stock it is Inform. With Movilitas Plaut has a partner who offers a middleware solution that enables the flexible integration of different mobile devices into one uniform busi-ness process. Based on this, Plaut has developed solutions for insurance companies which can be tailored to the require-ments of the client, thus opening up a new access to projects.

27

Opportunities through new technologies

New technologies such as Cloud Computing or the increased use of tablet computers and smartphones for business appli-cations offer opportunities to address new business by well directed developments and offers. In many cases, these tech-nologies make the design of innovative business processes possible in the first place. Again, the combination of business consulting, industry know-how and technical competence is the key to make use of such opportunities.

The Management Board is responsible for designing and implementing internal control and risk management with respect to accounting and financial reporting adequate for the Company. The purpose of this report is to provide an overview of internal control over accounting and financial reporting.

The internal control system is aimed at supporting manage-ment so as to enable it to ensure effective and continuously improving internal control in respect of accounting.

By means of special audits conducted by independent ex-ternal consultants, adherence to internal regulations, also in respect of accounting, is tested. The results of these special audits are reported directly to the Management Board.

Guidelines and regulations in respect of financial reporting are updated on a regular basis and communicated to all em-ployees concerned. Additionally, all members of the accoun-

ting staff are trained with respect to new or changed rules and requirements in accounting.

Highly qualified, motivated staff, with performance-based excellent remuneration, clearly defined and communicated guidelines, technical qualification and competence of the Supervisory Board and the Management Board as well as clear, well communicated and less hierarchical structures, supporting direct and efficient communication, ensure an adequate control environment.

■ Report on Significant Aspects of In-ternal Control and Risk Management with Respect to Accounting and Fi-nancial Reportings

28

to the analysis of deviations in target/actual figures or prior year/actual year figures up to detailed analysis of individual accounts.

Adequate backup of data and user administration represent the basis of adequate IT security. SAP ERP 6.0 is used for ac-counting and financial reporting.

The Management Board in cooperation with external consul-tants is responsible for the group-wide continuous control by special audits. The results of these audits are reported to the audit committee.

Top management receives summarized financial reports, such as monthly target/actual comparisons and also fore-casts in respect of the performance of Plaut Group and each of the subsidiaries, on a regular basis. Before the financial statements to be published are presented to the audit com-mittee of the Supervisory Board, they are subject to final re-view by senior accounting staff.

Implementation of internal controls with respect to the ac-counting process is determined by the internal guidelines and regulations. Responsibilities in respect of internal control were determined based on the business organization to en-sure a satisfying and adequate control environment.

Risk management comprises all measures and decisions ta-ken to ensure that all significant business risks are detected in a timely manner and responded to in accordance with internal risk procedures. In accordance with a clearly defi-ned risk management process, risks shall be communicated timely and directly, in order to be quantified and assessed accordingly. Based on this procedure, Management determi-nes measures and controls their implementation. Risks with a high probability of occurrence and / or which could have a si-gnificant effect are reported directly to the audit committee.

Control is executed in the current business process to ensure that potential errors or deviations in financial reporting are prevented or detected and corrected. The measures taken range from Management review of the various interim results

■ Subsequent Events There have been no extraordinary events requiring reporting since the close of fiscal year 2012. Furthermore, there has been no new information on the status of pending transactions and the estimate of the likely development of the Company has not changed.

29

Global economy

The IMF forecasts a global growth rate of 3.5% for 2013. However, for the “advanced economies”, a rate of only 1.4% is predicted. The Euro zone is expected to slightly decrease by 0.2%. While in October 2012, a slight increase of 0.2% was expected, this rate has been revised to a decrease. This de-monstrates that the current economic forecasts are subject to a high degree of uncertainty. According to the IMF the factors negatively affecting the economic development are the pro-blems of some countries in the Euro zone and the uncertainty in respect of political developments and decisions. However, the IMF considers the political reforms that have been initia-ted, a positive sign. IT-market

The IDC expects a growth rate of approx. 5.9% for the global IT market. Analysts believe the main factors contributing to this growth to be the trend towards cloud computing and the use of mobile devices such as smartphones and tablets for business applications. Following email and calendar, busi-ness intelligence applications already range third place of the most often used applications in businesses (study Howard Dresner, Mobile BI Research). According to IT-analyst Gartner, analysis and business intelligence should have highest prio-rity in businesses. Together with the “mobile technologies”, which are listed second place, this results in a strong connec-tion to mobile business intelligence applications.

Outlook & Strategy

Customers increasingly demand the combination of business, process orientated consulting and solution orientated IT im-plementation which is provided by Plaut. A sound knowledge

of the processes, topics, trends and standards of an industry is required to provide future oriented consulting services. Additionally, continuing IT support is one way of designing processes more efficiently. With this combination of services, Plaut responds to the market’s needs. The strategy of focusing and the expansion of industry geared consulting services fo-cusing on the insurance, utilities, food and beverages sector was further promoted in 2012. In 2013 Plaut will continue this investment. Further expansion of industry partnerships with well known network partners in each of the industries will be promoted.

The insurance industry is exposed to ongoing structural chan-ges. Increased international competition, new regulatory requirements, intensified pressure on cost or decreasing cus-tomer loyalty cause existing structures to vanish. Plaut focu-ses its consulting and implementation services for insurance companies on mobile solutions, treasury, consolidation, Busi-ness Intelligence and the regulatory requirements imposed by Solvency II and IFRS. Moreover, vertical process integration between insurers and other industries places high demands on connection IT systems in real time.

For utilities, Plaut has further adjusted its controlling concepts to the special requirements of the industry. For this purpose, Plaut develops service packages to optimize cost in produc-tion, procurement and maintenance. We offer custom-made solutions based on state-of-the-art technologies for consul-ting and implementing EVU management reporting. SEPA and the redesign of uniform European payment transactions until 1 February 2014 poses a great challenge for utilities. Plaut has answered to this with special consulting services, addressing this issue.

■ Outlook for 2013

30

The industry food and beverages is characterized by an inten-se cutthroat competition, increasing cost of raw materials and energy and a demand for integrated innovative systems to offer excellent service. Among the consulting and implemen-tation services offered by Plaut are end to end Supply Chains, Supply & Demand Planning solutions and an optimal design of the controlling and reporting systems.

Plaut consulting group regards the CEE and CIS countries as markets with great growth potential and has created the basis for further CIS expansion especially by increasing its activi-ties in the Russian country organization and a new locations in Krasnojarsk (Siberia) and St. Petersburg. Furthermore, in CEE and CIS, nearshore-developments are integrated into the projects by our own development center. This results in cost-efficient and competent project implementations.

New products for application lifecycle management and out-sourcing services address customer demands to efficiently manage existing applications, thus reducing cost. Reducing complexity by outsourcing creates capacity to support new business models with IT solutions for the purpose of increa-sing competitiveness. Products to increase process agility re-present major components in Plaut’s portfolio.

2012 was the first full year within the msg systems ag group. The product based IT solutions of msg systems ag and access to new businesses create prospects for increased business.

For 2013, and the following years, Plaut expects an increase in sales of above average, with a corresponding profitability.

This outlook is based, among other factors, on the assump-tions for the future described above.

Vienna, April 4, 2013

Mag. Johann Grafl


32

■ Consolidated Statement of Financial Position as of Dec 31, 2012

CONSOLIDATED FINANCIAL STATEMENTS 2012

Dec 31, 2012 Dec 31, 2011

in EUR’000 in EUR’000

ASSETS

Non-current assets

Property, plant and equipment 4.1 436 375

Intangible assets 4.2 3,998 4,055

4,434 4,430

Other non-current assets 4.3 2,934 2,944

Deferred tax assets 5.8 469 162

Total non-current assets 7,837 7,536

Current assets

Inventories 4.4 2 0

Trade receivables 4.5 5,272 4,495

Other current assets 4.6 474 416

Cash and cash equivalents 6.7 1,239 1,657

Total current assets 6,987 6,568

TOTAL ASSETS 14,824 14,104

33

Dec. 31, 2012 Dec. 31, 2011


EQUITY AND LIABILITIES

Equity

Share capital 16,522 16,522

Accumulated results -13,105 -13,201

Other comprehensive income -1,137 -478

Non-controlling interests 707 474

Total equity 4.7 2,987 3,317

Non-current liabilities

Provisions for pensions and similar obligations 4.8 5,048 4,076

Non-current financial liabilities 4.9 280 349

Other liabilities 4.12 0 18

Other provisions and accruals 4.11 172 467

Deferred tax liabilities 5.8 85 106

Total non-current liabilities 5,585 5,016

Current liabilities

Current financial liabilities 4.9 1,159 320

Trade payables 4.9 1,727 1,192

Tax liabilities 4.10 79 561

Provisions and accruals 4.11 1,431 1,745

Other liabilities 4.12 1,856 1,953

Total current liabilities 6,252 5,771

TOTAL EQUITY AND LIABILITIES 14,824 14,104

34

■ Consolidated Income Statement for the Year Jan 1, 2012 - Dec 31,2012

2012 2011


Sales 5.1 25,455 21,900

Cost of sales 5.2 -19,155 -16,294

Gross results from sales 6,300 5,606

Administrative and other operating expenses 5.3 -5,099 -5,533

Selling expenses -737 -1,140

Total operating expenses -5,836 -6,673

Other operating income 5.5 668 2,461

Earnings before financial result and income taxes 1,132 1,394

Financing costs 5.6 -316 -441

Income from financial investments 5.7 5 24

Financial result -311 -417


Income taxes 5.8 -230 -310

Result of continued operations 591 667

Result of discontinued operations 495 245

of which attributable to the shareholders of Plaut Aktiengesellschaft

96 422

Basic earnings per share in EUR 0.01 0.03

Diluted earnings per share in EUR 0.01 0.03

35

2012 in EUR’000

2011 in EUR’000

Consolidated earnings 591 667

Currency translation differences 41 -127

Actuarial losses -671 277

Comprehensive income for the period -39 817

Non-controlling interests 524 191

of which attributable to the shareholders of Plaut Aktiengesellschaft

-563 626

■ Consolidated Statement of Compre- hensive Income (IFRS) for the Year

Jan 1, 2012 - Dec 31, 2012

36

■ Consolidated Statement of Cash Flows 2012 2011


CASH FLOWS FROM OPERATING ACTIVITIES

Consolidated earnings 591 667

Amortizations and depreciation 334 400

Change in non-current provisions and other non-current liabilities 661 -284

Result from the sale of the business IT services 0 -78

Result from the sale of property, plant and equipment 27 -1,392

Currency translation differences 7 64

Unrealized actuarial gains/losses -923 277

Tax expense 230 310

Interest 311 417

1,238 381

Change in net current assets

+/- Decrease / increase in inventories -2 2

+/- Decrease / increase in trade receivables -777 -66

+/- Decrease / increase in other receivables and assets -48 174

+/- Increase / decrease in trade payables 535 -432

+/- Increase / decrease in provisions -314 -96

+/- Increase / decrease in other liabilities -97 -633

-703 -1,051

Income tax paid -789 -138

TOTAL CASH FLOWS FROM OPERATING ACTIVITIES -254 -808

37

2012 2011


CASH FLOWS FROM INVESTING ACTIVITIES

- Additions to property, plant and equipment and intangible assets -297 -335

+ Interest received 5 24

+ Proceeds from the sale of property, plant and equipment 0 4,000

+ Proceeds from the sale of the business IT services 0 2,418

TOTAL CASH FLOWS FROM INVESTING ACTIVITIES -292 6,107

CASH FLOWS FROM FINANCING ACTIVITIES

+/- Increase / decrease in current bank loans 813 -1,381

+/- Increase / decrease in non-current bank loans -102 -2,240

- Dividends paid -291 -266

- Interest paid -316 -441

TOTAL CASH FLOWS FROM FINANCING ACTIVITIES 104 -4,328

Change in cash and cash equivalents due to currency translation 24 -29

Net increase/net decrease in cash and cash equivalents -418 942

Cash and cash equivalents beginning of period 1,657 715

Cash and cash equivalents end of period 1,239 1,657

38

■ Consolidated Statement of Changes in Equity

Share capital

Accumula-ted results

Currency translation differences

Actuarial losses

of which attri-butable to the shareholders of Plaut Akti-

engesellschaft

Non-control-ling interests

Total

in EUR’000 in EUR’000 in EUR’000 in EUR’000 in EUR’000 in EUR’000 in EUR’000

AS OF DEC 31, 2010 16,522 -13,623 -234 -450 2,215 582 2,797

Consolidated earnings 0 422 -72 278 628 189 817

Dividend payments 0 0 0 0 0 -297 -297

AS OF DEC 31, 2011 16,522 -13,201 -306 -172 2,843 474 3,317

Consolidated earnings 0 96 12 -671 -563 524 -39

Dividend payments 0 0 0 0 0 -291 -291

AS OF DEC 31, 2012 16,522 -13,105 -294 -843 2,280 707 2,987

NOTES TO THE CONSOLIDATED STATEMENTS OF THE FINANCIAL POSITION 2012 42

■ Principles and Methods

■ 1. Description of Business Operations 42

■ 2. Accounting Principles 42

■ 3. Consolidated Companies 52

■ 4. Notes to the Consolidated Statement of Financial Position 53

4.1 Property, plant and equipment 53

4.2 Intangible assets 55

4.3 Other non-current assets 56

4.4 Inventories 57

4.5 Trade receivables 57

4.6 Other current assets 58

4.7 Equity 58

4.8 Employee benefit obligations 59

4.9 Financial instruments 62

4.10 Tax liabilities 69

4.11 Other provisions 70

4.12 Other liabilities 70

■ 5. Notes to the Consolidated Income Statement 71

5.1 Revenue 71

5.2 Cost of sales 71

5.3 Administrative cost and other operating expenses 71

5.4 Personnel expenses 71

5.5 Other operating income 72

5.6 Financing costs 73

5.7 Income from financial assets 73

5.8 Income taxes 73

■ 6. Other notes 74

6.1 Legal disputes and claims for damages 74

6.2 Contingent liabilities and other financial obligations 74

6.3 Segment reporting 75

6.4 Earnings per share 77

6.5 Related party transactions 77

6.6 Expenses for the external auditor 78

6.7 Discontinued operations 79

■ 7. Authorization of the consolidated financial statements 79

■ 8. Subsequent events 79

42

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2012

■ Description of Business Operations

■ Accounting Principles

Principles and Methods

1. Description of Business Operations

PLAUT Aktiengesellschaft (“Plaut AG”, „the Company“), which is headquartered at Modecenterstraße 17/Unit 4, 1110 Vien-na, Austria, acts as the parent company of the operating com-panies of the Plaut Group (“Plaut”, “the Group”, “Plaut Consul-ting Group”, “Plaut Group”).

Since it was founded in 1946, Plaut Group’s business activities have comprised business consulting. Management & IT con-sulting are currently offered by group companies in the DACH

(Germany, Austria, Switzerland) and CEE regions (Romania, Czech Republic, Poland), and we have franchise and network partners for international business in Europe, Australia, Cana-da and the USA. The focus of Plaut‘s business consulting lies in the fields of conceptual design, development of solutions and implementation (project work) of recommendations. The consulting portfolio is focused on business consulting in the fields of business administration, organization and IT gover-nance, as well as consulting, implementation and IT services in the SAP environment. The range of consulting services of-fered extends to the core sectors in the manufacturing and process industry, trade and the service sector.

2. Accounting Principles

2.1 General

The consolidated financial statements of Plaut AG and its subsidiaries as of December 31, 2012, were prepared in ac-cordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB), including the interpretations of the Internatio-nal Financial Reporting Interpretations Committee (IFRIC) as applicable as of the reporting date and as adopted by the Eu-ropean Union (EU).

With the exception of financing instruments, financial assets available for sale and employee benefit obligations, which are measured at their fair value as of the reporting date, all items are reported at cost and under the assumption that the Group will continue as a going concern.

The following amendments to and revisions of Standards and Interpretations were applied for the first time in 2012:

Standard Effective date

Amendments to IFRS 7

Disclosures – Transfers of Financial Assets

1 July 2011

Amendments to IAS 12

Recovery of Underlying Assets 1 January 2012


Severe Hyperinflation and Removal of Fixed Dates for First-time Adopters

1 July 2011

Amendments to IFRS 7 – Disclosures – Transfers of Financial Assets

The amendments to IFRS 7 introduce extended disclosure re-quirements about transfers of financial assets that improve the understanding of the relationship between transferred finan-cial assets that are derecognized in their entirety and the as-sociated liabilities and enable the evaluation of the nature of, and risks associated with, an entity’s continuing involvement in

43

derecognized financial assets. The amendments require additi-onal disclosure in respect of situations in which transfer activity is not evenly distributed throughout the reporting period (e.g. a high level of activity in the closing days).

Plaut Aktiengesellschaft will comply with the extended disclo-sure requirements as applicable.

Amendments to IAS 12 – Recovery of Underlying Assets

Often, the assessment of whether existing temporary differen-ces in respect of investment property will be reversed through continued use over the life of an asset or entirely through sale, is difficult. The amendments to IAS 12 clarify that the measu-rement of deferred tax assets and liabilities is based on the rebuttable presumption that the differences will be recovered through sale.

The amendments did not have a significant effect on the con-solidated financial statements of Plaut Aktiengesellschaft.

Amendments to IFRS 1 – Severe Hyperinflation and Removal of Fixed Dates for First-time Adopters

These amendments to IFRS 1 replace the fixed date 1 January 2004 as date of transition by the phrase “the date of transition to IFRSs”. The amendments also provide rules for cases in which an entity was subject to a period of severe hyperinflation du-ring which it was unable to comply with IFRSs.

The following amendments to or revisions of Standards and In-terpretations have been adopted by the EU as of the reporting date, but are not yet applicable for the financial year:


Amend-ments to IFRS 7

Disclosure – Offsetting financial assets and financial liabilities

1 January 2013

Amend-ments to IAS 1

Presentation of Items of Other Comprehensive Income

1 July 2012

IAS 19 (rev. 2011)

Employee Benefits 1 January 2013


Separate Financial Statements 1 January 2014


Investments in Associates and in Joint Ventures

1 January 2014


Offsetting financial assets and financial liabilities

1 January 2014

IFRS 10 Consolidated Financial Statements 1 January 2014

IFRS 11 Joint Arrangements 1 January 2014

IFRS 12 Disclosure of Interests in Other Entities

1 January 2014

IFRS 13 Fair Value Measurement 1 January 2013

IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine

1 January 2013

44

IAS 19 – Employee Benefits

Besides extended disclosure requirements related to emplo-yee benefits the revised Standard introduces the following changes:

The currently effective IAS 19 provides for alternative accoun-ting treatments of unexpected fluctuations in pension obliga-tions, the so-called actuarial gains and losses. Actuarial gains and losses can be recognized either in (a) profit or loss or (b) other comprehensive income (OCI). Recognition of such gains and losses can also be (c) deferred by using the corridor me-thod. The revised IAS 19 eliminates the corridor method, enab-ling a more transparent and comparable presentation and re-quires recognition of actuarial gains and losses immediately in other comprehensive income. Past service cost is recognized in profit or loss in the period of a plan amendment.

Currently, expected returns on plan assets are determined based on management’s estimate on the portfolio’s asset return at the beginning of the period. Upon applying IAS 19 (revised), interest income on plan assets is calculated at the be-ginning of the period using the discount rate used to measure the pension obligation.

Under the currently effective IAS 19, the expected amount of administration cost related to the plan assets was recognized in interest. The revised IAS 19 requires administration cost re-lated to plan assets to be treated as remeasurement and reco-gnized in other comprehensive income. Other administration cost are recognized in profit or loss when incurred.

Since Plaut Aktiengesellschaft already recognizes actuarial gains and losses in other comprehensive income, the revised IAS 19 will have no effect on the consolidated financial state-

ments. The future recognition of interest income on plan as-sets based on the discount rate used to measure the pension obligation will not have a significant effect on the consolida-ted financial statements since this rate was already used for the 2012 financial statements.

The first time application of all other amendments to and re-visions of Standards and Interpretations listed above will not have a significant effect on the consolidated financial state-ments of the Group. None of the amendments to and revisions of Standards and Interpretations listed above are applied early.

The following Standards and Interpretations have been issu-ed by the International Accounting Standard Board (IASB) but have not been endorsed by the EU and are therefore not yet applicable as of the reporting date:


Improvements to IFRS 2009 - 2011

1 January 2013


Government Loans 1 January 2013

IFRS 9 Financial Instruments 1 January 2015

Amendments to IFRS 9 and IFRS 7

Mandatory Effective Date of IFRS 9 and Transition Disclosures

1 January 2015

Amendments to IFRS 10, IFRS 11 and IFRS 12

Transition Guidance 1 January 2014

Amendments to IFRS 10, IFRS 12 and IAS 27

Investment Entities 1 January 2014

45

Management is currently evaluating the effects of these amendments to and revisions of Standards on the consolida-ted financial statements. Plaut Aktiengesellschaft does not ex-pect to early apply the above mentioned amendments to and revisions of Standards.

The accounting policies of Plaut Group are consistently used throughout the companies included in the consolidated finan-cial statements. These accounting policies were applied con-sistently to the presented periods.

The consolidated financial statements were prepared in EUR ‘000 and the disclosures in the notes are made in EUR ‘000, unless stated otherwise. The use of automated calculation sys-tems may give rise to rounding differences.

2.2 Consolidation

All subsidiaries which are under the controlling influence of Plaut AG are included in the consolidated financial state-ments by full consolidation.

The subsidiaries are consolidated in accordance with the purchase method by allocating the acquisition cost to the identifiable assets and liabilities of the acquired company. The amount of the acquisition costs exceeding the fair value of these net assets is recognized as goodwill. If the fair value of the assumed net assets exceeds the acquisition cost, and subject to reassessment of the assumed assets and liabilities, Plaut AG recognizes the excess amount immediately in profit and loss.

The effects of intercompany transactions are eliminated. De-

ferred taxes are recognized for all eliminations affecting pro-fit.

As of December 31, 2012, msg systems ag holds 50.93% of the shares of Plaut AG. On September 19, 2011, msg systems ag concluded a voting agreement with Johann Grafl, Schatten-dorf/Austria, Alfred Hofmann, Vienna/Austria, and Leopold Stehr, Niederleis/Austria. Together, msg systems ag, Johann Grafl, Alfred Hofmann and Leopold Stehr hold 13,390,454 be-arer shares of Plaut AG as of December 31, 2012. Plaut AG is fully consolidated in the consolidated financial statements of msg systems ag as of December 31, 2012.

2.3 Foreign currency translation

The reporting currency of the Group is the Euro. In the annual financial statements of the group companies, transactions in foreign currencies are translated into the functional currency at the exchange rate at the time of the transaction. Gains and losses resulting from the execution of such transactions and the translation of assets and liabilities at the reporting date are recognized in the income statement.

The functional currency of the subsidiaries outside the Euro zone is the respective local currency. The annual financial statements of these group companies are translated into Euro. Currencies are translated using the functional curren-cy method in accordance with IAS 21. The assets and liabi-lities of companies not reporting in Euro are translated at the exchange rate on the reporting date and expenses and income at the average annual rate determined on a monthly basis. Translation differences are recognized directly in equity (translation adjustment). If a foreign entity is sold, the related

46

unrealized currency translation adjustments are recognized as income/expense. Additions to fixed assets are translated at the rate prevailing on the reporting date. Cash flows from business units in foreign currency are translated at the rate prevailing on the reporting date pursuant to the indirect me-thod for cash flow statements.

The exchange rates of the most important currencies affected by the currency translation showed the following trends (each figure corresponds to 1 Euro):

Exchange rate as of Average annual rate

Currency Dec 31, 2012

Dec 31, 2011

2012 2011

Swiss Franc 1.2077 1.2175 1.2053 1.2346

Romanian Lei 4.4425 4.3350 4.4455 4.2443

Czech Koruna 25.1300 25.8350 25.1758 24.6392

Polish Zloty 4.0940 4.4590 4.1945 4.1263

Russian Ruble 40.2325 41.7000 40.2052 41.0592

2.4 Revenue recognition

Revenue is recognized net of cash discounts, client bonuses and rebates after the main risks/rewards have been transfer-red or services have been performed.

Revenue from consulting service is realized in accordance with the regulations of IAS 18. In the case of contracts for work, sales are recognized in accordance with IAS 11 on the basis of the progress of the service or project (percentage

of completion method). Progress made is calculated using the number of days worked compared to the total expected number of days of work. Any anticipated loss from the project is recorded immediately as expenses.

Fixed-price projects in progress which have not yet been billed are recognized in accordance with the percentage of completion method and reported under trade receivables.

Revenues from software maintenance are realized proportio-nately over the contractual term of the service in accordance with IAS 18.

Contract consisting of several elements (multiple element contract), every individual service is identified and measured in accordance with IAS 18 and recognized in accordance with the regulations of IFRS. If contracts contain agreements on free or discounted future deliveries or services, part of the re-venue is allocated to these free deliveries and services and realized in accordance with the accounting rules for the indi-vidual services.

2.5 Cost of sales

The item cost of sales contains directly attributable cost, i.e. costs of purchased goods and services as well as expenses for Plaut’s consultants.

2.6 Income tax

The corporate income tax rate for the parent company as of the reporting date is 25%.

47

Current and deferred income taxes are recognized in ac-cordance with the local regulations for the each of the group entities.

Deferred tax assets and liabilities are calculated and recog-nized for all temporary differences (differences between the carrying amounts of the Group’s assets and liabilities and their tax bases, which will reverse in subsequent years). De-ferred taxes are calculated using the temporary concept at the tax rate that can be expected when the temporary diffe-rences are reversed given the circumstances at the reporting date.

The following income tax rates were used in calculating the deferred taxes:

Country Income tax rate in %

Austria 25.0%

Germany 27.4%

Switzerland 21.0%

Czech Republic 19.0%

Romania 16.0%

Poland 19.0%

Russia 20.0%

Tax losses carried forward are considered when calculating deferred tax assets. Deferred tax assets and liabilities are re-ported on a net basis if the Group has a legally enforceable right to offset the recognized amounts and the taxes relate

to taxable entities within the same tax jurisdiction. Deferred tax assets are recognized only to the extent that it is proba-ble that there will be sufficient taxable income or temporary differences.

2.7 Earnings per share

The calculation of earnings per share takes into account of all effects of rights convertible into equity. In case of a dilutive effect, two ratios for earnings per share are calculated. “Basic earnings per share”, do not include the dilutive effect and the consolidated earnings are divided by the weighted average of the issued and outstanding shares. Diluted earnings per share include not only shares that were actually issued and are out-standing, but also those shares available on the basis of option rights. The calculation is described in disclosure 6.4.

2.8 Financial instruments

Plaut uses only originated financial instruments with the ex-ception of one interest cap. In accordance with IAS 39, finan-cial instruments are defined as contracts that that give rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

Originated financial instruments consist of receivables and cash and cash equivalents and of liabilities. Unless they are loans or receivables, financial assets are classified as at fair value through profit and loss, available for sale or held to ma-turity at the time of their acquisition.

FTrade receivables and other receivables are carried at cost

48

net of allowances for expected bad debt. Interest-free recei-vables with a maturity of more than one year are discounted. Other assets are measured at cost less impairment losses. In the case of changes in the estimates of the future cash flows, the carrying amount is adjusted to reflect these changes.

Derivative financial instruments are initially measured at fair value and subsequently measured at fair value in profit or loss.

Available-for-sale financial assets are recognized at acqui-sition cost, including any transaction costs. They are sub-sequently measured at fair value, with changes in the fair value recognized directly in equity (revaluation reserve) in accordance with IAS 39.

The fair value of financial instruments is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm‘s length transaction. The fair value is often identical to the market price. Accordin-gly, the fair value is derived on the basis of the market infor-mation available at the reporting date. Due to changing pa-rameters, the amounts recorded may differ from the amounts realized on the market in the future.

If there is evidence that the financial assets are impaired, an impairment test is carried out. If the decline in value is perma-nent or significant, the impairment loss is recognized in the income statement. If the reason for the impairment no longer exists, the impairment loss is reversed.

Financial liabilities are recognized in the amount of the actu-

al amount received. A premium, discount or other difference between the amount received and the repayment amount is realized in accordance with the effective interest rate method over the term of the financing and reported in the financial result.

2.9 Intangible assets

Intangible assets that are acquired in exchange for payment are recognized at cost and amortized using the straight-line method over their useful lives ranging from three and five years.

For the purpose of accounting for internally generated intan-gible assets, the period during which the asset is generated is classified into a research phase and development phase.

Expenditures on research (during the research phase) are re-cognized as an expense when incurred. Expenditures on de-velopment (during the development phase) are recognized as intangible assets, if certain requirements demonstrating the future benefit of the incurred expenses, in particular the technical feasibility of the developed product or process, are met. Internally generated intangible assets are measured at cost less accumulated amortization and impairment charges and are amortized over the useful life of three years. Amorti-zation is reported under administrative expenses and other operating expenses.

49

2.10 Goodwill and other intangible assets with indefinite useful lives

Goodwill and intangible assets with an indefinite useful life are tested for impairment annually. If events or changes in circum-stances indicate possible impairment, the impairment tests are conducted more frequently.

Goodwill acquired as part of a business combination must be allocated to those cash generating units from which cash inflows are generated and that benefit from the synergies re-sulting from the business combination. For the allocation of goodwill, see disclosure 4.2.

2.11 Property, plant and equipment

Property, plant and equipment are recorded at acquisition or production costs less accumulated depreciation. Depreciation or amortization is recorded on a straight-line basis. The fol-lowing useful lives are assumed:

Category Useful life in years

Office building 40

Software 3 - 4

Hardware 3 - 5

Other office machinery 5

Office equipment and furniture 10

Vehicles 5

Depreciation and amortization are reported in administrative

expenses and other operating expenses.

2.12 Impairment testing

Property, plant and equipment and intangible assets including goodwill are tested for impairment if there is an indication (e.g. negative market development for internally generated m soft-ware) that the assets may be impaired.

Impairment losses are recognized for property, plant and equipment and intangible assets with an indefinite useful life if the recoverable amount is below the carrying amount. If the asset is part of a cash generating unit, the impairment loss is determined based of the recoverable amount of the cash ge-nerating unit. A key criteria used in determining whether a unit qualifies as a cash generating unit is its technical and econo-mic independence in generating income.

In assessing the value of goodwill and intangible assets with an indefinite useful life, the recoverable amount is compared to the carrying amount. If the carrying amount of a cash gene-rating unit to which goodwill has been allocated exceeds its re-coverable amount, the impairment loss is allocated to reduce the carrying amount of the assets in the unit in the following order: first, the carrying amount of goodwill is reduced. Then, in case of the necessity for further reduction, the impairment loss is allocated pro rata on the basis of the carrying amount of each asset in the unit.

The recoverable amount is calculated by discounting future cash inflows and outflows resulting from use of the asset. The asset’s value is determined on the basis of the 3-year forecast

50

2.14 Liabilities

Liabilities are carried at amortized cost. Cost of money is part of amortized cost.

2.15 Other provisions

Provisions are recognized if there is a legal or constructive obligation as a result of a past event, towards third parties, if it is probable that they will be drawn upon and if a reliable estimate of the probable amount required can be made. They are recognized at the anticipated amount or at the amount that is most probable.

Non-current provisions are recognized at their settlement amount, discounted to the reporting date.

2.16 Employee benefit obligations

Pension obligations in Germany: Pursuant to individual com-mitments, Plaut Group is obligated to make pension pay-ments to a total of 20 retirees and 29 active employees and those who have left the Group (or their dependants), upon retirement. Reinsurance policies with Delta Lloyd Versiche-rungs AG, Berlin, and Cosmos Lebensversicherungs-Aktien-gesellschaft, Saarbrücken, are used to cover these defined benefit obligations.

and the perpetuity, which is based on the third year of the fore-cast.

If the reason or an impairment loss recognized in the past no longer exists, the losses on property, plant and equipment and intangible assets with a definite useful life are reversed, not to exceed the carrying amount that would have been determi-ned net of depreciation and amortization had no impairment loss been recognized for the respective asset in the past. In ac-cordance with IAS 36, impairment losses recognized on good-will are not reversed, even if the reason for the impairment no longer exists.

2.13 Leasing

In accordance with IAS 17, leases are classified based on the extent to which risks and rewards incidental to ownership of a leased asset lie with the lessor or the lessee.

Property, plant and equipment leased under a finance lease are capitalized by the lessee at the lower of the fair value and the present value of the minimum future lease payments. The future lease payments are recognized as a liability.

Current lease payments are apportioned between the fi-nance charge and the reduction of the outstanding liability. The portion related to the reduction of the liability are repor-ted as cash flows from investing activities and finance char-ges are reported as cash flows from financing activities in the statement of consolidated cash flows.

51

The calculations as of December 31, 2012 and 2011 are based on the following assumptions:

2012 2011

Interest rate 3.50% 5.00%

Pension increases (if contractually agreed)

1.00% 1.00%

Salary increases 0.00% 0.00%

Turnover rate 0.00% 1.00%

Retirement age for women (depending on year of birth)

60 / 62 60 / 62

Retirement age for men (depending on year of birth)

63 / 62 63 / 62

Life expectancy Heubeck 2005G

Heubeck 2005G

Pension commitments in Switzerland: Pursuant to statutory regulations, Plaut Group is obligated to pay contributions for the occupational pension scheme for employees of Plaut (Switzerland) Consulting AG to an insurance company desig-nated for this purpose. Additionally, the employees have to also make compulsory contributions. The detailed discussion among experts in Switzerland has revealed that the models offered in Switzerland do not or only partly fulfill the criteria demanded by the International Accounting Standards with regard to the assessment as a defined contribution plan, in particular the criteria of non-terminability and a fixed insu-rance premium. Therefore, these obligations are defined be-nefit plans to be recognized accordance with IAS 19.

The calculations as of December 31, 2012 and 2011 are based on the following assumptions:

2012 2011

Interest rate 2.00% 2.20%

Interest rate for extrapolating the balance in old age

2.00% 2.20%

Long-term yield (plan assets) 2.00% 3.25%

Salary increase 1.00% 1.00%

Pension increase 0.00% 0.00%

Exercise of capital option In case of retirement (basic plan)

0.00% 0.00%

Pension provisions for Switzerland and Germany are recog-nized in accordance with IAS 19 using the projected unit cre-dit method. The expected pension payments are allocated in accordance with the employees’ length of active service up to the time the claims have vested. Anticipated future increases in wage or salaries are taken into account. The provision as of the respective reporting dates is calculated by an actuary.

Any difference between the provision calculated on the ba-sis of the assumptions and the actual amount (actuarial gain/loss) is recognized directly in equity in the year it arises.

52

■ Scope of Consolidated Companies

2.17 Estimates

To a certain degree, for the purpose of preparing the consoli-dated financial statements, certain estimates and assumptions affecting assets and liabilities recognized in the statement of financial position, the disclosure of contingent liabilities at the reporting date and the reporting of income and expenses du-ring the period, have to be made. Actual amounts can differ from these estimates.

In addition, there is a considerable risk that the following as-sumptions could result in a significant adjustment to assets and liabilities in the next fiscal year:

■ The carrying value of goodwill is assessed on the basis fore-casted cash flows for a period of three years, using a dis-count rate tailored to the sector and company risk

■ Assumptions regarding the interest rate, retirement age, life expectancy, turnover rate and future increases in re-

muneration are used in assessing existing pension obli-gations

■ Recognition of deferred tax assets is based on the as-sumption that sufficient taxable income will be earned in the future against which the existing tax loss carry-forwards can be utilized

2.18 Statement of consolidated cash flows

Cash and cash equivalents correspond to cash on hand and short-term funds (see disclosure on cash and cash equiva-lents).

According to IAS 7, there is a choice of how to present interest expense. Therefore, interest and dividends paid as well as new loans and the repayment of loans are presented in the cash flow from financing activities.

3. Scope of Consolidated Companies

3.1 Consolidated companies

The scope of consolidated companies comprises – besides Plaut Aktiengesellschaft – 1 domestic (2011: 1) and 8 for-eign (2011: 9) subsidiaries. The decrease in the number of consolidated companies is the result of the merger of Plaut Consulting GmbH, Deutschland, a 100% subsidiary of Plaut

Systems&Solutions GmbH, into Plaut Systems&Solutions GmbH. Plaut Systems&Solutions GmbH was renamed into Plaut Deutschland GmbH.

In addition to the parent company, Plaut Aktiengesellschaft, headquartered in Vienna, Austria, the following companies are included in the consolidated financial statements by means of full consolidation:

53

Company/registered office Interest Nominal capital Dec 31,

2012

Results

IFRS 2012

in EUR ‘000

in EUR ‘000

Plaut Deutschland GmbH, Germany

100 2,123.2 -606.2

Plaut (Switzerland) Consulting AG, Switzerland

100 -575.9 -236.6

Plaut Consulting Austria GmbH, Austria

100 859.1 366.4

Plaut Business Consulting GmbH, Germany

100 270.8 298.4

Plaut Consulting Romania, srl., Romania

70 -54.7 -89.1

Plaut Consulting Czech Repub-lic, s.r.o., Czech Republic

65 163.1 51.3

Plaut Consulting Polska SP. z.o.o., Poland

51 512.6 266.5

B&A Insurance Consulting s.r.o., Czech Republic

51 457.0 444.3

Plaut Consulting LLC, Russia 55 427.2 346.3

3.2 Changes in consolidated companies

There were no changes in the scope of consolidated compa-nies in 2012, except for the merger described in note 3.1.

4. Notes to the Consolidated Statement of Financial Position

4.1 Property, plant and equipment

Office equipment and furniture

Low value items

TOTAL

Cost:

in EUR ‘000 in EUR ‘000 in EUR ‘000

Jan 1, 2012 1,824 39 1,863

Foreign currency translation

61 0 61

Transfers 0 0 0

Additions 2012 271 17 288

Disposals 2012 -118 -5 -123

Dec 31, 2012 2,038 51 2,089

Accumulated depreciation:


Jan 1, 2012 1,457 31 1,488


38 0 38

Transfers 0 0 0

Additions 2012 203 20 223

Disposals 2012 -91 -5 -96

Dec 31, 2012 1,607 46 1,653


Carrying amounts as of Jan 1 2012

367 8 375

Carrying amounts as of Dec 31 2012

431 5 436

■ Notes to the Consolidated Statement of Financial Position

54

Land Buil-dings

Office equipment and furni-ture

Low value items

TOTAL

Cost:

in EUR ‘000

in EUR ‘000

in EUR ‘000

in EUR ‘000

in EUR ‘000

Jan 1, 2011 953 3,963 2,088 242 7,246


0 0 -75 0 -75

Transfers 0 0 0 0 0

Additions 2011 0 0 223 12 235

Disposals 2011 -953 -3,963 -412 -215 -5,543

Dec 31, 2011 0 0 1,824 39 1,863

Accumulated depreciation:

in EUR ‘000

in EUR ‘000

in EUR ‘000

in EUR ‘000

in EUR ‘000

Jan 1, 2011 0 2,248 1,697 235 4,180


0 0 -40 0 -40

Transfers 0 0 0 0 0

Additions 2011 0 105 185 12 302

Disposals 2011 0 -2,353 -385 -216 -2,954

Dec 31, 2011 0 0 1,457 31 1,488

in EUR ‘000

in EUR ‘000

in EUR ‘000

in EUR ‘000

in EUR ‘000


953 1,715 391 7 3,066


0 0 367 8 375

The item “office equipment and furniture” includes cost amoun-ting to EUR 647 thousand (Dec 31, 2011: EUR 565 thousand) and accumulated depreciation of EUR 430 thousand (Dec 31, 2011: EUR 356 thousand) related to assets leased under a finance lease. The carrying amount of the assets is EUR 217 thousand (Dec 31, 2011: EUR 209 thousand) as of December 31, 2012. The finance leases relate to vehicles and hardware.

55

4.2 Intangible assetsIntangible assets developed as follows in 2012:

Good-will

Software Internally gene-rated

software

TOTAL

Cost:

in EUR ‘000

in EUR ‘000

in EUR ‘000

in EUR ‘000

Jan 1, 2012 3,831 155 244 4,230


-14 1 0 -13

Transfers 0 0 0 0

Additions 2012 0 22 46 68

Disposals 2012 0 0 0 0

Dec 31, 2012 3,817 178 290 4,285

Accumulated amortization:

in EUR ‘000

in EUR ‘000

in EUR ‘000

in EUR ‘000

Jan 1, 2012 0 123 52 175


0 1 0 1

Transfers 0 0 0 0

Additions 2012 0 39 72 111

Disposals 2012 0 0 0 0

Dec 31, 2012 0 163 124 287

in EUR ‘000

in EUR ‘000

in EUR ‘000

in EUR ‘000


3,831 32 192 4,055


3,817 15 166 3,998

Good-will

Software Internally gene-rated

software

TOTAL

Cost:

in EUR ‘000

in EUR ‘000

in EUR ‘000

in EUR ‘000

Jan 1, 2011 3,859 171 248 4,278


-28 1 0 -27

Transfers 0 0 0 0

Additions 2011 0 26 65 91

Disposals 2011 0 -43 -69 -112

Dec 31, 2011 3,831 155 244 4,230

Accumulated amortization:

in EUR ‘000

in EUR ‘000

in EUR ‘000

in EUR ‘000

Jan 1, 2011 0 150 20 170


0 1 0 1

Transfers 0 0 0 0

Additions 2011 0 15 83 98

Disposals 2011 0 -43 -51 -94

Dec 31, 2011 0 123 52 175

in EUR ‘000

in EUR ‘000

in EUR ‘000

in EUR ‘000


3,859 21 228 4,108


3,831 32 192 4,055

Internally generated software relates to software tools inter-nally generated (SAP Business Objects Planning & Consolidati-

56

on), which was developed partly for the sale to customers and partly for internal use. Internally generated software is amor-tized over a period of 3 years.

In accordance with IAS 36, goodwill is not amortized but tes-ted for impairment annually. The allocation of goodwill to the identifiable cash generating units is shown in the table below:

Goodwill 2012 2011


Plaut Consulting Austria GmbH, Austria

2,096 2,096

Plaut Consulting Romania, srl., Romania

1,174 1,203

Plaut Consulting CZ, s.r.o., Czech Republic

547 532

TOTAL 3,817 3,831

As part of the impairment tests, the carrying amounts of the cash generating units (including goodwill) were compared to their recoverable amount. The recoverable amount was deter-mined on the basis of the value in use. The values in use were determined using the discounted cash flow method. The fol-lowing assumptions were made:

Austria Romania Czech Republic

Discount rate for 2013 - 2015

10.67% 14.43% 11.64%

Discount rate for perpetuity

10.67% 14.43% 11.64%

Growth rate for perpetuity

1.90% 3.00% 2.00%

The detailed planning period for the cash flow forecast covers 3 years. For subsequent years, values of 2013 were continued depending on expected long-term inflation at growth rates ranging from 1.9% - 3.0%. The planning was based on the fol-lowing growth rates for revenue:

2013 2014 2015

Austria 20% 7% 10%

Czech Republic 13% 27% 29%

Romania 14% 19% 21%

The impairment tests as of December 31, 2012, did not result in impairment losses. The changes in goodwill in 2012 in Euro are due to changes in the exchange rates compared to Decem-ber 31, 2011.

A simplified sensitivity analysis revealed that the planned re-sults before income tax during the term can be reduced in Austria by about another 23%, in the Czech Republic by about another 29% and in Romania by about another 34% without resulting in a need for impairment charges.

4.3 Other non-current assets

Other non-current assets comprised the following items as of December 31:

2012 2011


Fair value of plan assets (pensions) 2,899 2,913

Other 35 31

TOTAL 2,934 2,944

57

Other non-current assets mainly include the fair value of the plan assets related to pension commitments but which are not designated for that specific purpose. As a result, the re-ported provision for pension obligations cannot be offset with the assets in accordance with IAS 19 (see note 4.8). Ad-vance payments received in respect of the reinsurance policy amounting to EUR 0.6 million are recognized as other liabili-ties.

The fair value of the plan assets is shown below:

2012 2011


Fair value as of Jan 1 2,913 2,969

Payouts -219 -260

Contributions 80 97

Measurement 125 107

Fair value as of Dec 31 2,899 2,913

4.4 Inventories

The following table shows the items of inventory:

2012 2011


Work in progress 2 0

Total 2 0

As of December 31, 2012, work in progress is recognized in inventories.

4.5 Trade receivablesTrade receivables are as follows:

2012 2011


Trade receivables 5,323 4,622

Less individual allowances -51 -127

Total 5,272 4,495

These receivables have a maturity of one year. As of December 31, 2012, projects with a total volume of EUR 1,402 thousand (Dec 31, 2011: EUR 719 thousand) to be accounted for in ac-cordance with the percentage of completion method are in-cluded. The following is a breakdown of trade receivables:

2012 2011



Unbilled contracts 250 158

Total 5,272 4,495

Work in process was determined as the difference between the portions of the fixed-price contract calculated based on the percentage of completion and project related prepay-ments received. Work in process therefore equals services not yet billed. Revenue from unbilled contracts amounts to EUR 615 thousand in 2012 (in 2011: EUR 538 thousand).

Cost and realized profits of the fixed-price contracts less pro-ject related prepayments received are shown in the following table:

58

2012 2011


Production cost including profits

615 538

Project related prepay-ments received

-365 -380

Total 250 158

The due dates of the receivables are classified as follows:

Past due in days Dec 31, 2012 in EUR’000

Dec 31, 2011 in EUR’000

0 days 3,819 3,493

1 to 60 days 950 942

61 to 120 days 428 21

121 to 360 days 57 27

More than 360 days 18 12

Total receivables 5,272 4,495

The following is a reconciliation of the individual allowance:

Individual allowance 2012 in EUR’000

2011 in EUR’000

As of Jan 1 127 83

Exchange rate differences 0 -1

Reversal -66 -72

Use -24 -10

Addition 14 127

As of Dec 31 51 127

4.6 Other current assets

Other current assets include the following items:

2012 2011


Tax refund claims 71 178

Receivables from employees 10 2

Prepaid expenses 353 221

Other assets 40 15

Total 474 416

4.7 Equity

As of December 31, 2012 16,522,071 no-par shares (Dec 31, 2011: 16,522,071) having a total par value of 16,522,071.00 Euro (Dec 31, 2011: 16,522,071 Euro) were issued.

Significant agreements were concluded with the chief exe-cutive officer and three other executive employees in respect of a change in control of Plaut Aktiengesellschaft. The agree-ments provide for certain special rights of termination and payment of remuneration up to the date the employment contracts expire, at a minimum for a period of one year, in case a change in control as defined in the agreement occurs.

59

4.7.1 Currency translation differences

The currency translation differences comprise all differences arising from translation of the annual financial statements of subsidiaries prepared in currencies other than the Euro.

4.7.2 Shares held by the Management Board and Supervisory Board

The following overview shows the shares held by members of the Management Board and Supervisory Board as of De-cember 31, 2012:

(Number of) (Number of)

Shares Options

Management Board

Mag. Johann Grafl 2,445,741 0

Supervisory Board

Mag. Christian Brandstetter 0 0

Dr. Günther Ofner 0 0

Wolfgang Schwaiger 0 0

Hans Zehetmaier 0 0

4.8 Employee benefit obligations

At Plaut there are various defined pension plans, each based on the position of the respective beneficiary. The payments in accordance with the pension plans each are based on firmly committed monthly amounts, depending on the position of the beneficiary.

The provision for pensions and similar obligations totaled EUR 5,048 thousand (Dec 31, 2011: EUR 4,076 thousand) as of the reporting date. They can be broken down as follows:

2012 2011


Provision for pensions Germany 4,646 3,767

Provision for pensions Switzerland 402 309

Total as of Dec 31 5,048 4,076

We refer to note 2.16 for details of the parameters on which the calculations are based. Endowment insurance policies were concluded to reinsure the pension commitments in Germany, which do not represent plan assets in accordance with IAS 19 (see note 4.3).

Pension commitments in Germany: The provision for pensions can be reconciled as follows:

2012 2011


Defined benefit obligation of the pension commitments (DBO) as of Jan. 1

3,767 3,933

Service cost 24 32

Interest cost 183 175

Pension payments -194 -179

Actuarial gain (-) / loss (+) 866 -194

Defined benefit obligation of the pension commitments (DBO) as of Dec 31

4,646 3,767

60

Pension expense was recognized in the income statement and statement of comprehensive income as follows:

2012 2011


Service cost 24 32

Interest cost 183 175

Expense recognized in the income statement

207 207

Pension payments -194 -179

Actuarial gain (-) / loss (+) reco-gnized in other comprehensive income

866 -194

Change in the defined benefit obligation

879 -166

Pension expense was recorded in cost of sales, administrati-ve cost and other operating expenses as well as selling ex-penses.

The DBO and the experience based adjustments are shown in the following table:

in EUR’000 2012 2011 2010 2009 2008

DBO as of Dec 31 4,646 3,767 3,933 3,733 3,670

Experience based increase(+) / reduction(-)

101 -14 -243 0 -234

Pension commitments in Switzerland: In accordance with IAS 19, the pension plan is classified as a defined benefit plan and

the unfunded status (defined benefit obligation minus fair value of plan assets) of the employee benefit obligation as of the reporting date is recognized. The provision for pensions is as follows as of December 31, 2012:

2012 2011


Defined benefit obligation as of Dec 31

1,653 1,503

Fair value of the plan assets as of Dec 31

-1,251 -1,194

Deficit of the plan as of Dec 31 402 309

The fair value of the plan assets is reconciled as follows:

2012 2011


Fair value of the plan assets as of Jan 1

1,194 1,796

Currency translation 10 45

Expected return on plan assets 40 59

Contributions employer 60 75

Contributions employees 60 75

Transfers to/from third parties -98 -826

Actuarial gain (+) / loss (-) -15 -30

Fair value of the plan assets as of Dec 31

1,251 1,194

Expenses and income were recognized in the income state-ment and statement of comprehensive income as follows:

61

2012 2011


Expected return on plan assets 40 59

Income recognized in the income statement

40 59

Translation adjustment 10 45

Contributions employer 60 75



Actuarial gain (+) / loss (-) recognized in other comprehensive income

-15 -30

Change in the fair value of the plan assets

57 -602

The DBO is reconciled as follows:

2012 2011


Defined benefit obligation of the pension commitments (DBO) as of Jan. 1

1,503 2,207


Service cost 101 107

Interest cost 34 46



Actuarial gains (-) / losses (+) 41 -162

Defined benefit obligation of the pension commitments (DBO) as of Dec 31

1,653 1,503

Expenses and income were recognized in the income state-ment and statement of comprehensive income as follows:

2012 2011


Service cost 101 107

Interest cost 34 46

Expense recognized in the income statement

135 153




Actuarial gains (-) / losses (+) recognized in other comprehensive income

41 -162

Change in DBO 150 -704

Pension expense was recorded in cost of sales, administrative cost and other operating expenses as well as selling expenses.

The plan assets Switzerland are part of a multi-employer plan. For 2013, employer contributions of EUR 85 thousand and a return on plan assets of EUR 25 thousand are expected.

62

2012 2011


Experience based increase (+) / decrease (-) in pension obligation

-2 -217

Experience based increase (+) / decrease (-) in plan assets

-15 -30

2013 2012


Expected pension expense 85 99

Expected income from plan assets 25 40

As of December 31, 2012, plan assets consist of the following categories:

2012 2011


Equity instruments 0 8

Debt instruments 0 899

Property 0 148

Other 1,251 139

Total plan assets 1,251 1,194

4.9 Financial instruments

In accordance with IFRS 7 and IAS 39 financial instruments are classified as follows: (amounts in EUR’000):

Dec 31, 2012 Cash and cash equi-

valents

Trade receiva-

bles

Non-current assets

Current assets

TOTAL

Loans and receivables

1,239 5,272 35 192 6,738

at fair value through profit or loss

2,899 0 2,899

Total financial assets

1,239 5,272 2,934 192 9,637

Non financial assets

0 0 0 282 282

TOTAL 1,239 5,272 2,934 474 9,919

Dec 31, 2012 Trade payables

Non-current

Current Other liabili-

ties

TOTAL

financial liabili-

ties

financial liabili-

ties

Measured at amor-tized cost

1,727 280 1,159 1,600 4,766

Total financial liabilities

1,727 280 1,159 1,600 4,766

Non financial liabilities

256 256

TOTAL 1,727 280 1,159 1,856 5,022

63

Dec 31, 2011 Cash and cash equiva-

lents

Trade receiva-

bles

Non-current assets

Current assets

TOTAL

Loans and receivables

1,657 4,495 31 239 6,422

at fair value through profit or loss

2,913 10 2,923

Total financial assets

1,657 4,495 2,944 249 9,345

Non financial assets 0 0 0 167 167

TOTAL 1,657 4,495 2,944 416 9,512

Dec 31, 2011 Trade payables

Non-current

Current Other liabili-

ties

TOTAL

financial liabili-

ties

financial liabili-

ties

Measured at amor-tized cost

1,192 349 320 1,670 3,531

Total financial liabilities

1,192 349 320 1,670 3,531

Non financial liabilities

301 301

TOTAL 1,192 349 320 1,971 3,832

4.9.1 Financial risk management

Overview

The Company is exposed to various financial risks – liquidity risk, interest rate risk, currency translation risk and credit risk – associated with its assets, liabilities and planned transac-tions. With the exception of interest caps (initially contracted for the purpose of hedging the interest rate risk related to the

mortgage loan in Germany), Plaut solely employs originated financial instruments. The Company neither issues nor holds derivative financial instruments for trading or speculating purposes.

The Management Board is responsible for implementing and supervising risk management. The measures implemented are aimed at identifying and analyzing risks to which the Com-pany is exposed, the definition of suitable risk thresholds and implementation of controls, as well as constant monitoring of risks and observance of risk thresholds.

4.9.2 Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The objective of the Company’s risk management is to ensure that Plaut Group will always have sufficient liquidity to meet liabilities when due, under both normal and stressed conditions. Fur-thermore, all measures required to assure sufficient liquidi-ty in accordance with the liquidity plan shall be taken. The liquidity risk is expressed by the monthly and annual accu-mulated difference between proceeds and disbursements (dynamic liquidity risk) and by the structure of the statement of financial position (structural liquidity risk).

The dynamic liquidity risk is analyzed by means of liquidity planning. Monthly liquidity requirements based on the liqui-dity planning are compared with the existing financing or the available credit facilities and liquid financial assets. On the basis of the existing business plan, a monthly rolling li-quidity plan is prepared for Plaut Group as a whole and for its individual entities.

In order to ensure the Group’s ability to continue as a going concern, appropriate financing is essential. Cash flow from operating activities is the main source of the Company’s li-quidity. Banks are the external sources of funds. See below for the financial liabilities as of the reporting date and a descrip-

64

tion of the categories in which they are classified, with the exception of lease liabilities.

4.9.3 Exposure to liquidity risk

Financial liabilities are classified as follows:

Dec 31, 2012

Non- current

Current Total

in EUR’000 in EUR’000 in EUR’000

Trade payables 1,727 1,727

Lease liabilities 74 53 127

Bank loans and overdrafts 206 1,106 1,312

Other liabilities 0 1,600 1,600

Total financial liabilities 280 4,486 4,766

Dec 31, 2011

Non- current

Current Total


Trade payables 1,192 1,192

Lease liabilities 40 27 67

Bank loans and overdrafts 309 293 602

Other liabilities 18 1,652 1,670

Total financial liabilities 367 3,164 3,531

Credit facilities as of December 31, 2012 are as follows:

Amount Term

in EUR’000

Current account overdraft facility 1 500,000.00 until further notice

Current account overdraft facility 2 500,000.00 until further notice

Current account overdraft facility 3 300,000.00 Apr 30, 2014

Current account overdraft facility 4 298,448.07 Jan 31, 2014

Current account overdraft facility 5 244,259.89 Jul 03, 2013

Loan 15,999.02 Aug 31, 2014

Loan 285,000.00 Dec 31, 2015

Total 2,143,706.99

As of December 31, 2012, and 2011, the Company had credit lines totaling EUR 831 thousand and EUR 1,810 thousand, re-spectively, which were not used.

The table below shows the contractually agreed (undiscoun-ted) interest payments and repayments of the non derivative financial liabilities. The variable interest payments related to financial instruments were determined using the most current interest rates before December 31, 2012. Amounts in foreign currencies were translated at the exchange rate at the re-porting date.

65

fair values, due dates and contractual conditions of the finan-cial instruments which were subject to interest rate risk as of December 31, 2012 and 2011.

The maturities and interest rates of the bank loans and over-drafts and the leasing liabilities are as follows:

Dec 31, 2012

Non-current Current Total


Current liabilities on current accounts

0 1,011 1,011

Loans 206 95 301

Total bank loans and overdrafts

206 1,106 1,312

Leasing liabilities 74 53 127

Liability from interest rate cap

0 18 18

Total bank and leasing liabilities

280 1,177 1,457

Dec 31, 2011

Non-cur-rent

Current Total


Current liabilities on current accounts

0 129 129

Loans 309 164 473

Total bank loans and overdrafts

309 293 602

Leasing liabilities 40 27 67

Liability from interest rate cap

18 18 36

Total bank and leasing liabilities

367 338 705

in EUR’000 Carrying amount

as of Dec 31, 2012

2013 2014 2015 2016ff

Bank loans 1,312 Repayment 257 524 95 589

and over-drafts

Interest 51 37 28 26

Finance 127 Repayment 53 51 23 0

leases Interest 12 2 1 0

Total 1,439 Repayment 310 575 118 589

Interest 63 39 29 26

One loans of EUR 285 thousand is subject to covenants; if they are not complied with, the amount will become due immedi-ately. All covenants were complied with as of December 31, 2012. In 2013, overdraft facilities of EUR 244 thousand will ma-ture. In 2014, overdraft facilities of EUR 598 thousand will ma-ture. In 2014, repayments include EUR 422 thousand related to these overdraft facilities. Plaut expects the overdraft facilities maturing in 2013 and 2014 to be extended.

4.9.4 Market risk

This is the risk that changes in market prices, especially fluc-tuations in exchange rates and interest rates, will impact the Company’s earnings or the value of the financial instruments held by the Company. Risk management aims to manage and control market risks within permissible parameters.

The types of market risk, their occurrence and the objectives, guidelines and processes for constant monitoring of risks (in-terest rate and exchange rate risks) and the methods for asses-sing credit risks were unchanged in the fiscal year.

4.9.5 Interest rate risk

The tables below give a summary of the nominal amounts and

66

All interest rates are based on the current level of interest ra-tes and are usually adjusted on a quarterly basis. Interest ra-tes for the current account overdraft facilities range between 1.7% and 7.2%. Interest rates for the loans range from 4.5% to 7.6%. A change in interest rate of 1% would have increased / decreased interest expense by approx. EUR 13 thousand.

For the purpose of hedging the interest payments for the mortgage loan, Plaut concluded an interest rate cap. As a re-sult of the sale of the office building, the mortgage loan was repaid early, but the interest rate cap is still in effect. As of De-cember 31, 2012, the interest rate cap has a fair value of EUR 0 thousand, the payable to the bank related to the interest rate cap amounts to EUR 18 thousand.

Due to the short term nature of financial assets, there is no significant interest rate risk.

The non-current and current bank loans and overdrafts are fully secured by the following assets:

Carrying amount in

EUR’000

Trade receivables of Plaut Deutschland GmbH, Ismaning

1,027

Trade receivables of Plaut Business Consulting GmbH, Heidelberg

327

Trade receivables of Plaut Consulting Austria GmbH, Vienna

825

Pledging of shares in Plaut Consulting LLC, including authority to realize (*)

235

Pledging of shares in Plaut Deutschland GmbH, Germany including authority to realize (*)

2,123

Pledging of shares in Plaut Consulting (Swit-zerland) AG, Switzerland including authority to realize (*)

0

TOTAL 4,537

(*) Pledged shares are disclosed at the carrying value of the respective shareholder’s equity as of 31 Dec, 2012, provided it is positive.

4.9.6 Exchange rate risk

International business activities give rise to foreign currency risks. The most important foreign currencies for Plaut Aktien-gesellschaft are the Swiss Franc, the Polish Zloty, the Czech Koruna, the Romanian Leu and the Russian Ruble. Periodic fluctuations in these currencies may influence Plaut’s revenues and results. The majority of the Group’s business, however, is conducted in Euro. Furthermore, the Company systematically monitors its expected payment flows.

No significant financial liabilities were exposed to exchange rate risk as of December 31, 2012 and 2011.

As of December 31, 2012 and 2011 only an insignificant part of total trade receivables and payables was denominated in a currency other than the functional currency of the group com-panies or their subsidiaries (for details on exchange rates, refer to note 2.3).

4.9.7 Credit risk

This is the risk of financial loss from the failure of a customer or contractual partner to fulfill a contractual obligation in relation to financial instruments. Credit risks arise mainly from existing receivables from customers, investments and claims in connec-

67

tion with the endowment insurance policies concluded to cover pension commitments.

The credit risks, their occurrence and the objectives, guidelines and processes for constant monitoring of risks and the methods for assessing credit risks were unchanged in the fiscal year.

There is no significant credit risk in relation to individual custo-mers or other contractual partners. As a result of internal guide-lines and counterparty limits, there are also no significant credit risks in relation to individual financial instruments. The Company does not demand security for financial instruments.

Trade receivables and other receivables

The company’s credit risk is mainly determined by the individual characteristics of each customer or group of customer, as well as by the risk of default of the sector or country in which the customer operates.

The credit risk or risk of default of payment is monitored cons-tantly by means of credit reports, credit limits and routine cont-rols. Due to the large number of customers, the default of a sin-gle customer would not result in a significant risk. Operational credit management within the Group is carried out at the level of the operating companies. The Company does not demand any security for trade receivables or for other receivables.

Financial assets

The Company invests only in fungible financial instruments and assesses contractual partners based on reasonable internal and external rating using quantitative parameters. The Company therefore assumes that its contractual partners are able to fulfill their contractual obligations, and assesses that there are no sig-nificant credit risks.

Exposure to credit risk

The carrying amounts of financial assets and reinsurance po-

licies represent the maximum credit risk.

The maximum credit risk as of the reporting date amounted to:

Dec 31, 2012 Dec 31, 2011


Cash and cash equivalents 1,239 1,657


Non-current assets 2,934 2,944

Current assets 192 249

TOTAL 9,637 9,345

The Company expects its assets for which an allowance has not been recognized, and which are not overdue, to be fully recoverable. As of the reporting date, the maximum credit risk resulting from trade receivables, classified into geogra-phic regions, amounted to:

Dec 31, 2012 Dec 31, 2011


Domestic receivables 3,835 3,769

Bad debt allowance for dome-stic receivables

-34 -51

Foreign receivables 1,488 853

Bad debt allowance for foreign receivables

-17 -76

TOTAL 5,272 4,495

68

For details on the ageing of the receivables and allowances see note 4.5.

4.9.8 Capital management

The Company’s capital structure consists of external borro-wings and the equity attributable to the parent company’s shareholders. As can be seen in the Consolidated Statement of Changes in Equity, this equity consists of the share capital, capital reserves, unrealized gains and losses from currency translation and actuarial gains and losses and the net loss.

The Company‘s capital management is aimed at ensuring that all companies within the Plaut Group are able to continue as a going concern, subject to maximum return for the share-holders, by optimizing their external borrowing and equity structure.

Within these parameters, Management strives to balance growth and return to shareholders by exclusively focusing on profitable growth.

The Company’s policy is to improve its capital base in order to maintain the confidence of its investors, creditors and of the market and to sustain the future development of the business. The Management Board monitors both, the return on capital defined by Plaut AG as return on total equity less non-controlling interests and, the level of dividend compared to the shares.

There were no changes in the Company’s capital manage-ment in 2012.

4.9.9 Fair value of financial instruments

The fair value of financial instruments is the price at which a party would acquire the rights and/or obligations from this financial instrument from another party. The fair values were determined on the basis of market information that was

available at the reporting date and on valuation methods based on certain assumptions. Due to the fact that the un-derlying factors might vary, the values stated here can differ from the values realized in the market at a later date.

The fair values of the financial instruments were determined based on the following methods and assumptions:

Financial assets:

The fair values of the financial assets of financial instruments listed on a stock exchange correspond to the stock price as of the reporting date. The fair value of financial assets for which an active market does not exist is calculated by emplo-ying present value models using current transactions, simi-lar financial instruments, present values of future cash flows (discounted cash flow-models) or mathematical calculation models.

As a result of the short maturities of cash and cash equiva-lents, trade receivables, other current assets and other liabi-lities, as well as other current financial liabilities, the carrying amounts approximate the fair values of these financial inst-ruments.

As of December 31, 2012, the reinsurance policy is measured at the value reported by the insurance company.

Financial liabilities:

The fair values of the other long-term bank loans are gene-rally determined as the present value of the discounted fu-ture cash flows; due to the fact that the discount rate roughly corresponds to the financing rates, the fair values approxima-te the carrying amounts.

The carrying amounts of the non derivative financial instru-ments are reported in the consolidated statement of financial position under the respective items. Changes in the value of

69

the financial instruments are recognized in profit or loss of the reporting period.

4.10 Tax liabilities

Tax liabilities include the following items:

2012 2011


Provision for income taxes 28 504

Liabilities from taxes 51 57

Total 79 561

The following table presents the change in the provision for income taxes:

Jan 1, 2012 Translation adjustment

Reversal Use Allocation Dec 31, 2012

in EUR’000 in EUR’000 in EUR’000 in EUR’000 in EUR’000 in EUR’000

Taxes 504 0 0 -504 28 28

70

4.11 Other provisions

The provision UK relates to onerous rental contracts in the UK. The calculation of the provision UK was based on a rate of 1 EUR = 0.8165 GBP. A change of 10% in the exchange rate would result in an increase / decrease in the provision of ap-prox. EUR 39 thousand.

In 2011, other provisions include a provision for onerous ren-tal contracts related to the sub-let of the office building in Ismaning amounting to EUR 138 thousand.

4.12 Other liabilities

Dec 31, 2012

Non-current

Current Total


Tax authorities 0 520 520

Social security 0 186 186

Employees 0 416 416

Sundry 0 734 734

Total 0 1,856 1,856

Dec 31, 2011

Non-current

Current Total


Tax authorities 0 444 444

Social security 0 111 111

Employees 0 440 440

Sundry 18 958 976

Total 18 1,953 1,971

The item Sundry includes an advance payment amounting to EUR 0.6 million (prior year: EUR 0.7 million) on the reinsurance policy for the Company’s pension commitments.

Jan 1, 2012

Translation adjustment

Reversal Use Alloca-tion

Dec 31, 2012

in EUR’000 in EUR’000 in EUR’000 in EUR’000 in EUR’000 in EUR’000

Holidays 316 4 0 -273 377 424

Bonuses 841 10 -105 -600 387 533

Legal fees 159 0 -21 -138 128 128

Provision UK 573 0 0 -213 31 391

Others 323 1 -214 -60 77 127

Total 2,212 15 -340 -1,284 1,000 1,603

Current 1,745 15 -233 -1,284 1,188 1,431

Non-current 467 0 -107 0 -188 172

Total 2,212 15 -340 -1,284 1,000 1,603

71

5 . Notes to the Consolidated Income Statement

5.1 Revenue

In 2012, Plaut generated revenues amounting to EUR 25.5 million (2011: EUR 21.9 million). A detailed breakdown with regard to geographical regions (main segmentation) and di-visions (secondary segmentation) is presented in note 6.3.

Revenues are divided as follows into revenues from services (including outsourcing/maintenance revenues and other re-venues) and revenue from the sale of software licenses:

2012 2011


Service revenues 24,789 21,525

Revenues from the sale of software licenses

666 375

Total 25,455 21,900

Revenues realized in accordance with the percentage of com-pletion method amounting to EUR 615 thousand are inclu-ded in the revenues for the year 2012.

5.2 Cost of sales

2012 2011


Cost of goods sold 1,648 1,373

Cost of services purchased 5,139 4,130

Cost for own consultants 12,368 10,791

Total 19,155 16,294

Cost of goods sold includes purchased software licenses and maintenance agreements. Cost of consulting services that were purchased from external consultants is recorded under the costs of purchased services.

5.3 Administrative cost and other operating expenses

2012 2011


Administrative personnel expenses

2,178 2,217

Other administrative expenses 1,753 1,839

Rent 677 388

Amortization and depreciation 332 400

Other 159 689

Total 5,099 5,533

5.4 Personnel expenses

The following personnel expenses are included in the expense items in the consolidated income statement:

2012 2011


Salaries 11,138 9,793

Expenses for severance pay-ments

172 97

Expenses for pensions and pen-sion fund contributions

225 319

Expenses for statutory social se-curity contributions and payroll related taxes and contributions

1,479 1,328

Other social expenses 292 222

Total 13,306 11,759

■ Notes to the Consolidated Income Statement

72

Due to statutory regulations, payments are made to defined government contribution plans, which are included in the ex-penses for statutory social security contributions. In addition to payments into defined contribution plans as mentioned above, payments were also made into defined benefit plans, which are recorded under expenses for pensions and pension fund contributions.

In 2012, remuneration of the Management Board was as fol-lows:

Fixed Performance-based

remuneration remuneration Total

in EUR in EUR in EUR

Remuneration of the Management Board in 2012

180,000.00 81,434.08 261,434.08

2011 180,000.00 100,000.00 280,000.00

In addition to the remuneration described above, the mem-bers of the Management Board are entitled to a company car and payments were made for private health insurance amounting to EUR 1 thousand (2011: EUR 1 thousand).

In addition to the fixed and performance-based remunera-tion, the Company made payments into pension funds and incurred expenses for provisions for pensions for active members of the Management Board amounting to EUR 4 thousand (2011: EUR 4 thousand). Pension payments to for-mer members of the Management Board amounted to EUR 29 thousand (2011: EUR 29 thousand). Members of the Super-visory Board of Plaut AG received a total of EUR 45 thousand (2011 EUR 38 thousand). The provision for the pension li-abilities in accordance with IAS 19 for Management Board members and their surviving dependents amounts to EUR

622 thousand (2011 EUR: 492 thousand), of which EUR 622 thousand (2011: EUR 492 thousand) relate to former mem-bers of the Management Board.

As of December 31, 2012, Plaut Group workforce consisted of 237 employees (December 31, 2011: 196). Of these, 197 (2011: 158) were salaried employees and 40 (2011: 38) free-lance employees. Approximately 80% of total workforce was consultants.

The average workforce in the Group during the year was as follows:

2012 2011

Salaried employees 177 151

Free-lance employees 39 39

Total 216 190

5.5 Other operating income

Other operating income comprises the following items:

2012 2011


Exchange rate differences 76 251

Income from the disposal of assets

12 1,438

Sundry 580 772

Total 668 2,461

73

The item sundry includes rental income, commission income and income from the reversal of allowances, income from the settlement of litigations, and other income. In 2011, income from the disposal of assets includes the gain on the sale of the office building in Ismaning.

5.6 Financing costs

2012 2011


Interest and similar expenses -316 -441

Total -316 -441

5.7 Income from financial assets

2012 2011


Interest and similar income 5 24

Total 5 24

5.8 Income taxes

The reported tax expense (+) or income (-) for the Group is as follows:

2012 2011


Income tax current year 307 385

Deferred taxes -77 -75

Total 230 310

In 2012, the Company used tax loss carry forwards, for which no deferred taxes had been recognized in prior periods, to re-duce current income tax by an amount of EUR 77 thousand

(2011: EUR 57 thousand). The change in taxable and deductib-le temporary differences resulted in a tax benefit amounting to EUR 77 thousand (2011: EUR 75 thousand).

Corporate income tax rate in Austria is 25%, irrespective of whether the profits are retained or distributed. Group taxation was implemented for the two Austrian companies (Plaut Ak-tiengesellschaft and Plaut Consulting Austria GmbH) effective January 1, 2008. As a result, losses and profits can be offset between these two companies for tax purposes. Tax equaliza-tion within the tax group is carried out using the load method; the tax allocation is determined by multiplying the tax result with the currently applicable rate of corporate income tax, in the case of a positive and a negative result alike.

The following table reconciles the tax expenses expected in the respective fiscal year to the reported tax expenses in that year. The expected tax expense is calculated by multiplying the statutory tax rate applicable to Plaut AG in the respective year by the pre-tax income.

2012 2011


Income before taxes 821 976

Expected tax benefit (- expense) -205 -244

Tax differential 71 5

Use of tax loss carry-forwards for which no deferred tax assets were recognized

77 57

Tax losses for which no deferred taxes assets were recognized

-238 -55

Other 65 -73

Total tax expenses recognized -230 -310

74

6. Other notes

Deferred tax assets were recognized to the extent that taxa-ble temporary differences, against which they can be used, exist. In total, tax loss carry forwards for which no deferred taxes have been recognized, amount to EUR 109 million as of December 31, 2012. Current assumptions may change depen-ding on future income and may require recognition of a higher or lower portion of the tax loss carry forwards.

In Austria, losses from the disposal, liquidation and impair-ment of investments are not fully tax deductible in the year in which they occur, but must be recognized for tax purposes over a period of 7 years. As a result, the Company incurred tax losses amounting to EUR 1.9 million in 2012.

In addition, there are unused tax losses and impairment char-ges amounting to EUR 3.1 million, for which deferred taxes have not been recognized, either. Existing tax loss carry for-wards can be used indefinitely, with the exception of tax loss carry forwards amounting to EUR 1.0 million, which can only be used during a period of 7 years.

Deferred tax assets and liabilities are the result of recognition and measurement differences in the following items:

Deferred tax assets 2012 2011


Tax losses carried forward 0 14

Provisions for pensions 411 107

Other 58 41

Total deferred tax assets 469 162

Deferred tax liabilities 2012 2011


Property, plant and equipment -30 -60

Other -55 -46

Total deferred tax liabilities -85 -106

The change in unrealized gains and losses directly recog-nized in equity includes a deferred tax benefit amounting to EUR 289 thousand (2011: EUR 50 thousand) related to actua-rial losses incurred in respect of pension obligations.

6.1 Legal disputes and claims for damages

Various lawsuits, official investigations and proceedings, along with other claims, are pending against group compa-nies or can be initiated or enforced in the future. Legal dispu-tes involve many uncertainties, and the outcome of indivi-dual cases cannot be predicted with certainty. Nevertheless, the Company’s Management assumes that any obligations which might result from such cases will not have a signifi-cant effect on the Group’s financial position and its financial performance.

6.2 Contingent liabilities and other financial obliga-tions

As of December 31, 2012, the following financial obligations from operating rental and lease contracts exist:

■ Other notes

75

2012

in EUR’000

2013 840

2014 672

2015 580

2016 479

2017 416

Thereafter 1,423

Total 4,410

This table does not include rent expense for the rental con-tract in the UK. The office building is no longer used by Plaut and is partly sub-let. The rental contract ends in 2014 and the discounted total expenses of EUR 741 less expected income from sub-letting of EUR 350 are fully accounted for in provi-sions.

Above table includes a rental contract concluded in 2011 for the office building in Ismaning, which was sold in 2011. The rental contract has a term until November 2021, annual rent expense amounts to EUR 320 thousand.

In 2012, lease expense from operating lease contracts amounted to EUR 297 thousand (2011: EUR 278 thousand), rent expense amounted to EUR 677 thousand (2011: EUR 388 thousand).

6.3 Segment reporting

As in the previous fiscal year, the focus of the reporting me-thod has been on the geographical assessment and develop-ment of business. As a consequence, the segmental reporting is primarily geared towards geographical regions. Segmen-tation by region reflects the Group’s internal reporting.

Segment reporting is subject to the same accounting and dis-closure principles as the consolidated financial statements. Assets and liabilities and expenses and income were allocated to the individual segments only if they could be assigned to the respective segments directly or using a reasonable me-thod. Items that could not be assigned in this way are reported in the column ‘Other’. They comprise assets and expenses of group administration and non-current financing. Settlement between the segments is conducted on an arm’s length basis.

The Group companies were assigned to the individual regions as follows:

DACH region (Germany, Austria, Switzerland):Plaut Deutschland GmbH, Germany (Plaut Consulting GmbH, Germany: in 2012 merged into Plaut Deutschland GmbH) Plaut Business Consulting GmbH, Germany Plaut (Switzerland) Consulting AG, Switzerland Plaut Consulting Austria GmbH, Austria

CEE region:Plaut Consulting Romania, srl., Romania Plaut Consulting CZ, s.r.o., Czech Republic Plaut Consulting Polska SP.zo.o., Poland B&A Insurance Consulting s.r.o., Czech Republic Plaut Consulting LLC, Russia

Other:

Plaut Aktiengesellschaft, Austria

76

The following table presents segment information by region.

2012 DACH CEE Other Recon-ciliation

Plaut total

in EUR’000

in EUR’000

in EUR’000

in EUR’000

in EUR’000

External reve-nues

16,054 9,378 23 0 25,455

Transfer 2,369 627 1,084 -4,080 0

Total revenues

18,423 10,005 1,107 -4,080 25,455

EBIT before consolidation

686 1,348 64 -966 1,132

Consolidation -971 0 0 971 0

EBIT -285 1,348 64 5 1,132

Interest expense

-292 -32 -40 48 -316

Interest income

50 3 0 -48 5

EBT -527 1,319 24 5 821

Income taxes 47 -300 23 0 -230

Consolidated earnings

-480 1,019 47 5 591

Segment assets

31,253 5,572 29,387 -51,388 14,824

Segment liabilities

12,414 2,347 1,621 -4,545 11,837

Investments 43 251 62 0 356

Amortization and deprecia-tion

114 187 33 0 334

2011 DACH CEE Other Recon-ciliation

Plaut total

in EUR’000

in EUR’000

in EUR’000

in EUR’000

in EUR’000

External reve-nues

15,466 6,434 0 0 21,900

Transfer 3,371 489 1,267 -5,127 0

Total revenues

18,837 6,923 1,267 -5,127 21,900

EBIT before consolidation

2,020 677 -27 -1,276 1,394

Consolidation -1,267 0 0 1,267 0

EBIT 753 677 -27 -9 1,394

Interest expense

-510 -31 -43 143 -441

Interest income

162 4 0 -142 24

EBT 405 650 -70 -8 977

Income taxes -201 -137 28 0 -310

Consolidated earnings

204 513 -42 -8 667

Segment assets

35,631 4,460 28,214 -54,201 14,104

Segment liabilities

13,241 1,705 1,810 -5,969 10,787

Investments 34 199 93 0 326

Amortization and deprecia-tion

231 165 4 0 400

77

Sales to the Group’s 10 largest customers (Group entities were subsumed as one customer) accounted for approx. 44% (2011: 43%) of total external sales. Sales with the largest cus-tomer amounted to EUR 3.8 million (2011: EUR 3.0 million) corresponding to approx. 15% (2011: 15%) of total external sales. Plaut Group generated sales of EUR 6.5 million (2011: EUR 6.4 million) in Austria, representing approx. 26% of total external sales. In Germany, Plaut Group generated sales of EUR 7.8 million (2011: EUR 7.1 million) representing approx. 31% of total external sales.

6.4 Earnings per share

2012 2011

Basic earnings per share in EUR 0.01 0.03

Consolidated earnings in EUR ‘000 591 667

Non-controlling interests in EUR ‘000 -495 -245

Consolidated earnings attributable to the shareholders of Plaut in EUR ‘000

96 422

Weighted average of shares outstanding in thousands

16,522 16,522

6.5 Related party transactions

Members of the key management personnel of the Compa-ny (members of the Supervisory Board and the Management Board as well as the management of group entities), and msg group are considered related parties. As of December 31, 2012 msg systems ag holds 50.93 % of the shares in Plaut AG. msg systems ag and its affiliates are related parties. In 2011, Cancom group was considered a related party. Until Septem-ber 2012, Cancom IT Systeme AG held more than 20% of the shares in Plaut AG. All transactions with related parties are carried out on an arm’s length basis.

Holders of non-controlling interests in companies in the CEE region also act as managing directors of these companies in some cases.

The Supervisory Board received remuneration totaling EUR 45 thousand (2011: EUR 38 thousand) from the Company in 2012.

Supervisory Board

Compensation Expenses Total


Compensation 2012 44,500.00 817.65 45,317.65

2011 33,333.00 5,037.37 38,370.37

Schwaiger & Partner GmbH provided consulting services for Plaut Deutschland GmbH in Ismaning. Cost of these services amounted to EUR 39 thousand.

In 2012, compensation of the Management Board includes the following:

Fixed Performance-based

Compensation Compensation Total


Compensation 2012

180,000.00 81,434.08 261,434.08

2011 180,000.00 100,000.00 280,000.00

In 2012, performance based compensation relates to the re-sults achieved in 2012. In 2012, the performance based com-pensation for 2011 amounting to EUR 100 thousand was paid out. In addition to the compensation described above, the members of the Management Board are entitled to a company

78

car and payments were made for private health insurance (EUR 1 thousand) and into a pension plan (EUR 4 thousand).

The Chairman of the Management Board of Plaut Aktiengesell-schaft, Johann Grafl, and the managing directors of the Austri-an and Swiss subsidiaries are also major shareholders of Plaut Aktiengesellschaft. For information on the shares and options held by members of the Supervisory Board and Management Board, refer to note 4.7.2 and for information of the pension commitments related to the Management Board, refer to note 5.4.

The three managing directors of the Russian entity, who to-gether hold 45% of the shares of the Russian entity, granted the Russian entity a loan. The conditions of the loan are at arm’s length. As of December 31, 2012, the liability of the Rus-sian entity towards its shareholders amounts to approx. EUR 50 thousand.

In 2011, Plaut Deutschland GmbH sold the office building and land to msg E3-VerwaltungsgesellschaftmbH & Co. KG and concluded a rental agreement for the building with a term of 10 years. In 2012, rental expense related to the rent of the of-fice building amounted to EUR 385 thousand.

In 2012, Plaut Group provided consulting and other services to msg group for a total of EUR 1.0 million and msg group billed a total of EUR 0.1 million for rent and services provided to Plaut Group. As of December 31, 2012, receivables due from msg group amount to EUR 277 thousand and liabilities due to msg group amount to EUR 39 thousand.

As of December 31, 2010, Plaut Deutschland GmbH sold the business area IT-Services to Cancom Plaut Managed Services GmbH. As of December 31, 2010, the short-term receivable

due from Cancom Plaut Managed Services GmbH related to this sale amounted to EUR 1.3 million. This short-term recei-vable was paid in January 2011. The non-current portion of the purchase price of approx. EUR 1.1 million was paid in mid 2011.

In 2011, Cancom group supplied goods and provided services to Plaut Group for a total of EUR 0.7 million and Plaut Group billed a total of EUR 0.5 million for rent and services provided to Cancom group. As of December 31, 2011, Plaut AG reported receivables of EUR 10 thousand due from and liabilities of EUR 13 thousand due to Cancom group.

Apart from that, there were no significant transactions in the period reported and no significant receivables/ liabilities at the reporting date due from related parties.

6.6 Expenses for the external auditor

The following expenses were incurred for the external auditor of Plaut Aktiengesellschaft, KPMG Austria AG Wirtschaftsprü-fungs- und Steuerberatungsgesellschaft, Porzellangasse 51, 1090 Vienna, in 2012 and 2011:

2012 2011


Audit of the separate financial statements and consolidated financial statements of Plaut Aktiengesellschaft

42 43

Plaut AG and Plaut Consulting Austria GmbH - other services

3 31

Total 45 74

79

6.7 Discontinued operations

In November 2010, Plaut Systems&Solutions GmbH sold the business area IT-Services to Cancom IT Services GmbH (rena-med in Cancom Plaut Managed Services GmbH). In 2011, cash flows from investing activities include the payment of a short-term purchase price receivable amounting to EUR 1.3 million and the payment of the long-term purchase price receivable amounting to EUR 1.1 million.

7. Authorization of the consolidated financial state-ments

The consolidated financial statements were authorized to be presented to the Supervisory Board by the Chairman of the Management Board, Mag. Johann Grafl, on April 4, 2013.

8. Subsequent events

There have been no extraordinary events requiring reporting since the close of fiscal year 2012. Furthermore, there has been no new information on the status of pending transactions and the estimate of the likely development of the Company has not changed.



Mag. Johann Grafl

■ Authorization of the consolidated financial statements

■ Subsequent events

80

Report on the Consolidated Financial Statements

We have audited the accompanying consolidated financial statements of

Plaut Aktiengesellschaft,

Vienna,

for the year from January 1 to December 31, 2012. These con-solidated financial statements comprise the consolidated statement of financial position as of 31 December 2012, the consolidated income statement, consolidated statement of comprehensive income, the consolidated statement of cash flows and the consolidated statement of changes in equity for the year ended December 31, 2012 and a summary of signifi-cant accounting policies and other explanatory notes.

Management‘s Responsibility for the Consolidated Finan-cial Statements and for the Accounting System

The Company’s management is responsible for the group ac-counting system and for the preparation and fair presentati-on of these consolidated financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the EU. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of the consolidated fi-nancial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appro-priate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditor‘s Responsibility and Description of Type and Scope of the Statutory Audit

Our responsibility is to express an opinion on these consoli-dated financial statements based on our audit. We conducted our audit in accordance with laws and regulations applicable in Austria and in accordance with International Standards on

Auditing, issued by the International Auditing and Assurance Standards Board (IAASB) of the International Federation of Accountants (IFAC). Those standards require that we comply with professional guidelines and that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material mis-statement.

An audit involves performing procedures to obtain audit evi-dence about the amounts and disclosures in the consolida-ted financial statements. The procedures selected depend on the auditor‘s judgment, including the assessment of the risks of material misstatement of the consolidated financial state-ments, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Group’s preparation and fair presentation of the conso-lidated financial statements in order to design audit procedu-res that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reaso-nableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is suffici-ent and appropriate to provide a basis for our audit opinion.

Opinion

Our audit did not give rise to any objections. In our opinion, which is based on the results of our audit, the consolidated fi-nancial statements comply with legal requirements and give a true and fair view of the financial position of the Group as of December 31, 2012 and of its financial performance and its cash flows for the year from January 1 to December 31, 2012 in accordance with International Financial Reporting Standards (IFRSs) as adopted by the EU.

AUDITORS REPORT

81

Report on the Management Report for the Group

Pursuant to statutory provisions, the management report for the Group is to be audited as to whether it is consistent with the consolidated financial statements and as to whether the other disclosures are not misleading with respect to the Company’s position. The auditor’s report also has to contain a statement as to whether the management report for the Group is consistent with the consolidated financial state-ments and whether the disclosures pursuant to Section 243a UGB (Austrian Commercial Code) are appropriate.

In our opinion, the management report for the Group is con-sistent with the consolidated financial statements. The dis-closures pursuant to Section 243a UGB (Austrian Commercial Code) are appropriate.


KPMG Austria AG

Wirtschaftsprüfungs- und Steuerberatungsgesellschaft

Publication of the consolidated financial statements together with our auditor‘s opinion may only be made if the consolidated financial state-ments and the management report are identical with the audited version attached to this report. Section 281 paragraph 2 UGB (Austrian Commercial Code) applies.

Mag. Helmut Kerschbaumer by proxy Mag. Markus Kirchmayr Austrian Chartered Accountant

82

REPORT OF THE SUPERVISORY BOARD

Dear Shareholders,

2012 was a year for Plaut to invest in its employees. With an or-ganic growth of 21% and a staff of 237 employees at the end of 2012, Plaut has made an important step towards the future. Competence and commitment are required in the consulting business. The expanded and intensified consulting capacities enable Plaut to satisfy customer needs and raise new issues even better.

In 2012, Plaut achieved an increase in sales of 16%. Based on the expansion of our consulting capacity, we expect further growth in 2013. The strategic industry focus and well directed activities to address these industries and a well established cooperation within msg systems group will further improve the possibilities in the market.

The Supervisory Board in 2012

In 2012, the Supervisory Board of Plaut Aktiengesellschaft performed its task as required by statutory regulations and the Articles of Association. It held four meetings, in which it was informed comprehensively of the position of the Compa-ny and the planned actions in respect of the financial state-ments, financial situation, the Company’s operations and staff. Additionally, the Management Board reported to the Supervisory Board verbally and in writing on the course of business and position of the Company as well as on the posi-tion of the Group’s subsidiaries on a regular basis.

The Human Resource Committee responsible for the remu-neration of the Management Board and other Management Board issues, held two meetings. The Audit Committee held two meetings. In the presence of the auditor, the Chairman

of the Management Board and of the Finance Director, the Audit Committee addressed the following tasks:

• Control over the financial reporting process and effec-tiveness of the internal control and risk management system as well as oversight of the audit

• Examine and control the auditor’s independence

• Audit of the consolidated and statutory financial state-ments, the corporate governance report and the re-porting of the results to the Supervisory Board.

Results of the Ordinary General (Shareholders´) Meeting 2012

The Ordinary General (Shareholders´) Meeting (OGM) of Plaut Aktiengesellschaft was held in Vienna on June 13, 2012. Ap-prox. 80% of the voting capital attended. The Management Board and Supervisory Board were discharged from their du-ties unanimously. Hans Zehetmaier, Chairman of the Supervi-sory Board of msg systems ag was elected as new member to the Supervisory Board unanimously. The proposal of the Su-pervisory Board to appoint KPMG Austria AG Wirtschaftsprü-fungs- und Steuerberatungsgesellschaft, Wien, as the auditor for the year 2012, was approved unanimously by the voting capital in attendance.

Adoption of the Financial Statements

KPMG Austria AG Wirtschaftsprüfungs- und Steuerberatungs-gesellschaft, Wien audited the financial statements 2012 of Plaut Aktiengesellschaft and the management report, resul-

83

ting in an unqualified opinion.

The same applies to the consolidated financial statements which were prepared in accordance with IFRS (International Financial Reporting Standards). These have been supplemen-ted by a group management report and further disclosures. Pursuant to § 245a Commercial Code (HGB) , the present consolidated financial statements in accordance with IFRS release the Company from the obligation to prepare conso-lidated financial statements in accordance with Austrian law.

The Supervisory Board, in the presence of the auditors, also audited all documentation and records pertaining to the financial statements, the proposal for the appropriation of retained earnings that were submitted by the Management Board and the reports of the auditor, and approved them. The results of the Supervisory Board’s audit correspond fully to those of the auditor’s report. The Supervisory Board has no objections.

In its meeting of April 8, 2012 , the Supervisory Board took note of the consolidated financial statements of Plaut Akti-engesellschaft for the year 2012, and approved them. The fi-nancial statements for 2012 were thus adopted in accordance with § 125 (2) Stock Corporation Act.

Finally, the Supervisory Board wishes to express it’s thanks

to the employees and the Management for their commitment and the results achieved, and all the Company’s customers, partners and shareholders for their continued trust.

Vienna, April 2013

Mag. Christian Brandstetter Chairman of the Supervisory Board of Plaut Aktiengesellschaft

84

CORPORATE GOVERNANCE REPORT FOR THE FISCAL YEAR 2012

Our Company, Plaut Aktiengesellschaft headquartered in Vienna,

having its shares listed in the regulated market in accordance with § 1 (2) Stock Exchange Act (Börsegesetz – BörseG) of the stock exchange in Frankfurt and

having issued the following securities ISIN AT0000A02Z18 in a regulated market in accordance with § 1 (2) Stock Exchange Act and

trading its shares with our consent in a multilateral trading system,

issues the present Corporate Governance Report in ac-cordance with § 243b Austrian Commercial Code (Unterneh-mensgesetzbuch -UGB):

1. Our shares/securities are traded in the General Stan-dard on the stock exchange in Frankfurt.

2. The Corporate Governance Code generally accep-ted in Austria is the “Austrian Code of Corporate Governance” issued by the Austrian Working Group for Corporate Governance, available @: http://www.corporate-governance.at.

3. Efficient and trustful cooperation of the various boards of the Company, protecting the interests of the shareholders and an open and transparent communication represent the central guidelines for Plaut Aktiengesellschaft. However, Plaut Aktienge-sellschaft neither conforms with the above menti-oned Code of Corporate Governance nor with any other corporate governance code (as far as the rules are not statutory provisions), since the Management Board and Supervisory Board believe that the bur-den of additional administrative cost is not appropri-ate in relation to the size of the Company and there-fore, not conducive.

4. Members of the Management Board and Super- visory Board

4.1 Members of the Management Board

In accordance with the Articles of Association, the Manage-ment Board has one or more members, who are appointed for a period of up to five years. Currently, the Management Board consists of one member. The following persons were members of the Management Board in 2012:

Mag. Johann Grafl, 1969

CEO since January 1, 2007

4.2 Members of the Supervisory Board

In accordance with the Articles of Association, the Supervi-sory Board consists of a minimum of 3 members, who are appointed by the Annual General Meeting, and represen-tatives of the worker’s council in accordance with the Labor Relations Act. The following persons were members of the Supervisory Board in 2012:

Name Mag. Christian Brandstetter

Dr. Günther Ofner Wolfgang Schwaiger

Hans Zehetmaier

Responsi-bility

Chairman Vice-Chairman Member Member (since June 2012)

Additional responsi-bilities

Audit committee Human resource committee

Audit committee Human resource committee

/

Other Superviso-ry Board positions

Kommunalna Poistov-na, Bratislava

Kooperativa Poistovna, Bratislava

Donaris Group, Moldawia

Wiener Städtische Wechselseitiger Versiche-rungsverein – Vermögensverwaltung – Vienna Insurance Group

Alpine Energie Holding AG

Alpine Bau Deutschland AG

Blättchen&Partner AG

AIFOTEC AG in Jena

msgGillardon AG, Brettenmsg services AG, IsmaningCOR&FJA AG, Leinfel-den-Echterdingenmsg global solutions ag, Zurich, Switzerland Prevo-System AG, Basel, Switzerlandfinnova AG, Lenzburg, SwitzerlandPräsident des msg sys-tems ag Switzerland, Zurich, Switzerland

85

4.3 Presentation of the criteria determined by the Super- visory Board to ensure independence

In its meeting on May 23, 2007, the Supervisory Board de-termined the following criteria to ensure independence of a member:

A member of the Supervisory Board shall be considered in-dependent, if said member does not have any business or personal relations to the Company or its Management Board that constitute a material conflict of interests and is therefore suited to influence the behavior of the member.

A member of the Supervisory Board shall not be considered independent, if

• said member has served as member of the Management Board or as a management-level staff of the Company or one of its subsidiaries in the past five years;

• said member maintains or has maintained in the past year any business relations with the Company or one of its subsidiaries to an extent of significance for the mem-ber of the Supervisory Board. This shall also apply to re-lationships with companies in which a member of the Supervisory Board has a considerable economic inte-rest, but not for exercising functions in the bodies of the group. The approval of individual transactions by the Su-pervisory Board pursuant to L Rule 48 does not automa-tically mean the person is qualified as not independent;

• said member has acted as auditor of the Company or has owned shares in the auditing company or has worked there as an employee in the past three years;

• said member is a member of the Management Board of another company in which a member of the Manage-ment Board of the Company is a Supervisory Board member;

• said member has remained on the Supervisory Board for more than 15 years. This shall not apply to Supervisory Board members who are shareholders with a direct in-vestment in the Company or who represent the interests of such a shareholder;

• said member is closely related (direct offspring, spou-ses, life partners, parents, uncles, aunts, sisters, nieces, nephews) to a member of the Management Board or of persons who hold one of the aforementioned positions.

All current members of the Supervisory Board are inde-pendent of the Company and its Management Board in ac-cordance with C rule 53.

5. Scope of Competence and Responsibilities of the Management Board, the Supervisory Board and its committees

5.1 Management Board

The management board shall have sole responsibility for managing the Company and shall protect the interests of the shareholder. The management board shall manage the Company in compliance with the law, the Articles of Associ-ation, the rules of procedure for the Management Board and the schedule of responsibilities. The members or the member of the Management Board is appointed by the Supervisory Board. The Management Board consists of one member.

5.2 Supervisory Board

In 2012, the Supervisory Board held four meetings, in which it addressed the economic status and the operating and strate-gic performance of the Company and its business operations. The Management Board informed the Supervisory Board im-mediately in between the scheduled meetings of any tran-sactions significant to the assessment of the performance

86

and position as well as of the management of the Company. Matters requiring the approval were presented for resolution in due time.

5.3 Committees of the Supervisory Board

For the purpose of improving the efficiency of the work of the Supervisory Board and to comply with statutory regulations, the Supervisory Board has implemented two committees. They prepare issues to be discussed in the plenum. To the extent legally permissible, the Supervisory Board shall delegate the power of decision to the committees. The chairperson of the Board presides in all committees. The chairperson of each com-mittee reports in the plenum on the contents and results of the committee meetings on a regular basis.

The Supervisory Board implemented the following committees (as of May 30, 2012):

5.3.1 Audit committee

The audit committee assumes the duties and responsibilities as defined in § 92 (4a) Stock Corporation Act (Aktiengesetz - AktG). In particular, these include:

■ oversee the financial reporting process and the efficiency of internal control and risk management, and monitoring the work of the auditor;

■ verify and oversee the independence of the auditor;

■ review and discuss the statutory financial statements and consolidated financial statements, the dividend proposal, the statutory and consolidated management report and corporate governance report as well as report to the Supervisory Board on the results;

■ prepare a proposal for the election of the independent auditor.

One member of the audit committee shall be a so-called fi-nance expert. Persons who in the past three years have ser-ved as a member of the Management Board or as manage-ment- level staff or auditor of the Company or have signed an auditor’s opinion cannot be finance expert or chairperson of the audit committee.

The audit committee held two meetings. In the presence of the auditor, the chairperson and the Finance Director, it per-formed its duties and responsibilities as described above.

5.3.2 Human resource committee

The Human resource committee, responsible for the employ-ment contracts of the members of the Management Board including compensation and other matters related to the Ma-nagement Board, held two meetings.

87

6. Advancement of Women

Plaut Aktiengesellschaft does not offer specific measures in respect of the advancement of women. Expertise and expe-rience, but not gender, represent the determining factors for the employment of staff members. In the case of equal qualification, Plaut Aktiengesellschaft will prefer the female gender.



Mag. Johann Grafl

88

DECLARATION OF THE MANAGEMENT BOARD

“I confirm to the best of my knowledge that the consolidated financial statements give a true and fair view of the financial position of the group and its financial performance and that they were prepared in accordance with the applicable ac-counting principles and that the management report gives a true and fair view of the financial position of the group and its financial performance and the significant rewards and risks of the expected development of the Group”.

Vienna, April 4,2013

Mag. Johann Grafl Chairman of the Management Board

89

SITES

Plaut AktiengesellschaftModecenterstraße 17 / Unit 4 / 6A-1110 ViennaPh. +43 (0) 1 23 000 12Fax +43 (0) 1 22 895 [email protected]

Plaut Sites

GERMANYPlaut Deutschland GmbHPlaut Business Consulting GmbHMax-von-Eyth-Straße 3D-85737 IsmaningPh. +49 (89) 96280-0Fax: +49(89) 96280-111

Further site:Dammtorwall 7aD-20354 HamburgPh. +49 40 32509638-0

SWITZERLANDPlaut (Schweiz) Consulting AGIndustriestrasse 50aCH-8304 WallisellenPh. +41 (0) 44 8712828Fax +41 (0) 44 8712811

AUSTRIAPlaut Consulting Austria GmbHModecenterstraße 17 / Unit 4 / 6A-1110 ViennaPh. +43 (0) 1 23 000 12Fax +43 (0) 1 22 895 69

POLANDPlaut Consulting Polska Sp. z o. o.Bojkowska 37PL-44-101 GliwicePh. +48 32 461 27 00 Fax +48 32 461 27 01

ROMANIAPlaut Consulting Romania, S.R.L.str. slt Alexandru Borneanu nr. 2, 1st floorRO-060758 BucharestPh. +40 (0) 31 104 7351Fax +40 (0) 31 104 7352

CZECH REPUBLICPlaut Consulting CZ, s.r.o.Prague Burzovní Palác Rybná 682 CZ-110 05 Praha 1Ph. +420 (0) 222 191 723 Fax +420 (0) 222 191 700

B&A Insurance Consulting s.r.o.Zámecká 1240/19CZ-702 00 OstravaPh. +43 (0) 1 23 000 12Fax +43 (0) 1 22 895 69

RUSSIAN FEDERATIONPlaut Consulting LLCSkakovaya str, 32RU-125040, MoscowPh. +7 495 946 15 49

Further site: 7th line, 76, office 305RU-199178 St. Petersburg

Plaut Aktiengesellschaft

www.plaut.com

Plaut AktiengesellschaftModecenterstraße 17 / Unit 4 / 61110 Vienna, AustriaPh: +43 (1) 23 000 12, Fax: +43 (1) 22 89 [email protected]

Conception & ContentMag. Johann Grafl, CEOMag. Andreas Schwarzinger, CFOMag. Herbert Brauneis, Marketing

ProductionPlaut Aktiengesellschaft, Marketing

Imprint

plaut aktiengesellschaft annual report 2012 · hans zehetmaier management board ceo mag. johann...

Documents