uiag annual report 2015

UNTERNEHMENSINVEST AG

FOCUSEDSTRONG

SUSTAINEDAnnual Report

2015

2015 20141)

12 months 3 months

EarningsRevenues € 24.57m € 3.42mEarnings before taxes € 0.64m € (0.43m)Net profit € 0.58m € (0.33m)therof shareholders of parent company € 1.18m € (0.32m)

thereof non-controllling interests € (0.60m) € (0.01m)

Balance sheetTotal assets € 90.74m € 90.05mRetained earnings including reserves € 46.88m € 48.61mShareholders’ equity € 78.57m € 79.53mEquity in % of total assets 86.59% 88.32%

EmployeesEmployees (annual average) 222 130

ShareNumber of shares issued 4,250,000 4,250,000Closing price at year-end € 23.00 € 21.20High € 25.60 € 23.85Low € 20.26 € 21.00Market capitalisation € 97.8m € 90.1mBook value per share € 18.49 € 18.71Earnings per share € 0.14 € (0.08)

KEY FIGURESUIAG Group, Wels, Austria

1) Abridged business year from 1 Oct 2014 to 31 Dec 2014

UNTERNEHMENSINVEST AG

FOCUSEDSTRONG

SUSTAINEDAnnual Report

2015

04

VALUES GOVERN OUR ACTIONS

UIAG ANNUAL REPORT 2015MISSION STATEMENT

Unternehmens Invest AG (UIAG) is an industrial holding listed in the mid-market segment of the Vienna Stock Exchange. Its operational approach focuses on medium-sized enterprises. UIAG is an active investor with long-term investment strategy and is interested in national and international medium-sized enterprises that are in need for growth, in a crisis situation or looking for company succession.

UIAG supports a long-term investment policy and an entrepreneurial approach by provision of liquidity and operative know-how, without the immediate intention to exit. UIAG as proprietor assumes entrepreneurial responsibility and invests in the long-term success of its subsidiaries and focuses on strategic, operative and financial restructuring, performance and earnings improvement, long-term development of buy & build strategies.

When sharpening its image as a solvent holding company, UIAG also redesigned its corporate identity. The current annual report is the first step towards the renewed corporate design which enhances clarity and emphasizes on key aspects. The modernized UIAG logo symbolizes the solid growth of the company.

UIAG ANNUAL REPORT 2015CONTENT

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ANNUAL REPORT 2015UIAG Group, Wels, Austria

18 Foreword by the Management Board 20 Report of the Supervisory Board 22 Bodies of the company 24 Shareholdings of UIAG Group 25 The UIAG team

26 Corporate governance report 26 Commitment to the Austrian Corporate Governance Code 27 Bodies of the company 29 Disclosure of information about remuneration of Management Board and Supervisory Board members 30 Measures to promote women

31 Group management report 32 Report on shareholdings 36 Earnings, assets and financialsituation 39 Employees 39 Risk report 40 Research and development 40 Sustainability 40 Corporate Governance Code 40 Important transactions after the balance sheet date 41 Disclosure in accordance with article 243a UGB 42 Outlook for business year 2016

43 Consolidated financialstatements 44 Consolidated income statement 45 Consolidated statement of comprehensive income 46 Consolidated balance sheet 48 Consolidatedcashflowstatement 50 Consolidated statement of changes in equity 52 Notes to the consolidatedfinancialstatements 90 Attachments to the notes 96 Independent auditor’s report

98 Statement of all legal representatives

99 Other information

from left: Manfred Perusch, Managing Director since November 2013, Christoph Strasser, Managing Director since May 2015

UIAG share: 99% www.pongratz-anhaenger.com

STABILITYPongratz Group

For more than 35 years trailers made by Pongratz are on the road throughout Europe. These trailers – manufactured in Traboch,

Styria/Austria – are appraised by business and private users likewise for their quality and reliability. “As a steady and long-term proprietor, UIAG supported the company’s restructuring process and fostered

therequisitestepstogetbackonaprofitablegrowthtrack.”

INNOVATIONBEGALOM GmbH

Light-weight aluminium components for the automotive industry and railway construction customized to individual requirements

are developed and manufactured in Upper Austria. Begaloms’ customers are the world’s leading suppliers of the transportation industry.

“The competent commercial support by UIAG permits Begalom to focus ontechnologicaldevelopmentandcustomerservice.”

from left: Wolfgang Schuster, Managing Director since August 2012 (share: 20%), Benjamin Behr, Managing Director since July 2015, Bernhard Hausleitner, Managing Director since August 2012 (share: 20%)

UIAG share: 60% www.begalom.at

EXPERIENCELCS Holding GmbH

From material cableways in Vietnam and special cranes for pipeline constructioninCanadatotheroofingofamarketplaceinDoha–

cutting-edge technology made in Vorarlberg/Austria is used all over the world.“UIAGcontributesthevaluableknow-howforthefinancingand

contracting process. Its public listing guarantees the transparency requiredforthesubmissionoftendersformajorinternationalprojects.”

from left: Rudolf Knünz, Managing Director since October 2014, Joachim Seyr,AuthorizedOfficersinceJanuary2016(share:15%), Christoph Ludescher, Managing Director since July 2014 (not illustrated)

UIAG share: 30% www.lcs-cablecranes.com, www.gantner-cableways.com

COMPETENCEMLU/recordum Group

With their compact air monitoring systems, MLU/recordum Group covers a niche in the environmental sector. High-precision measuring devices and system solutions are manufactured in Wiener Neustadt,

Austria, and allow public institutions, research facilities and industrialoperationstomonitortheiremissions.”Itsacquisitionby

UIAG created a solid base for the company to further expand into the newlyemergingmarkets.”

Sonja Meixner, Managing Director since April 2015, Martin Schubert, Managing Director since February 2016 (not illustrated)

UIAG share: 60% (effective share over UIAG Holding GmbH) www.mlu.eu

GROWTHAll for One Steeb AG

It is an extraordinary achievement in such a highly competitive segment to remain number one on the German-speaking market for SAP-solutions and keep on growing. “For more than ten years this IT-companywithits1,200employeesthrivesundertheinfluence

of UIAG and its majority owner Rudolf Knünz and their reliable support forthecompany’sdevelopment.”

UIAG share: 25.07% www.all-for-one.com

HIGH TECHPankl Racing Systems AG

Vehicles equipped with high precision parts made by Pankl, drive at high speed on the race circuits/ motorcycle race tracks worldwide. Also, the aerospace industry and increasingly the manufacturers

of luxury cars rely on engine and drivetrain components made in Kapfenberg, Austria. “UIAG is a stable and dependable core share-

holderandactivelysupportsPankl’sstrategicdevelopment.”

UIAG share: 10.1% www.pankl.com

UIAG ANNUAL REPORT 2015FOREWORD BY THE MANAGEMENT BOARD

In the business year 2015 Unternehmens Invest AG (UIAG) successfully pursued its objective to support the development of medium-sized Austrian companies.

In addition to two new acquisitions, we particularly focused on the strategic development of existing portfolio companies.

In order to enhance the management capacity, of the by now six shareholdings of our portfolio, we supported their managements with experts from the UIAG network and added proven specialists to the team of our holding company.

Wehavesufficientliquidityatdisposalthatpermitsustolookoutforpromisingacquisitionopportunities. Following the two acquisitions of 2015 – MLU/recordum Group (air quality controlling) and Begalom Group (special sand casting), we took over the remaining shares of MLU group in February 2016.

As a holding company, UIAG’s result mainly depends on the purchase and sale of company stakes.Therefore,UIAGdoesnotreportstrongfinancialresultsinyearswithoutcompanysales. This was the case in 2015 where UIAG achieved an annual result of € 582k.

At the Annual General Meeting on 24 May 2016, the Management Board will propose a higher dividend payout for the business year 2015. In recognition of the loyalty of our share-holders the Management Board and the Supervisory Board consider a dividend of € 0.70 per share (2014: € 0.60 per share) to be adequate due to the high liquidity of UIAG.

Furthermore, the Annual General Meeting will pass the resolution on the relocation of UIAG’sregisteredofficefromWelstoVienna.Thus,wecanbundlethecompetenceson siteandactmoreefficientinfuture.

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LETTER TO SHAREHOLDERS

UIAG ANNUAL REPORT 2015FOREWORD BY THE MANAGEMENT BOARD

from left:

Paul NeumannMember of the Management Board

Rudolf KnünzChief Executive Officer

We have ambitious plans for 2016. The trust of our partners and shareholders is substantial for our company’s success, and we are looking forward to further progress this path together.

Wels, Austria, April 2016

Rudolf Knünz Paul NeumannChairman Member

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The Supervisory Board received regular, timely and comprehensive reports from the Manage-ment Board on all matters relevant to the course of business and the Company’s situation.

InthefiveSupervisoryBoardmeetingsin2015,inwhichtheManagementBoardalsopar- ticipated, the Supervisory Board gave thorough consideration to the current and impending acquisitionsanddisposals,theGroup’sannualfinancialstatements,existinginvestmentsandthe risk management system of the Management Board. The Supervisory Board assessed important business transactions and resolved upon the transactions requiring its approval.

Pursuant to the requirements of the Austrian Corporate Governance Code the Supervisory Board conducted a self-evaluation in business year 2015. In a detailed discussion the SupervisoryBoardaddressedtheefficiencyofitsactivities,andaboveallitsorganizationalandoperationalefficiency.

The auditors appointed by the Annual General Meeting, KPMG Austria GmbH Wirtschafts- prüfungs- und Steuerberatungsgesellschaft, Linz, Austria (FN 269725 f), have audited thecompany’sparentfinancialstatementsfortheyearended31December2015aswellasthemanagementreportforthebusinessyear2015andtheconsolidatedfinancialstate- ments as at 31 December 2015 and the group management report for the reporting period 1 January 2015 to 31 December 2015, and the accounting records and granted these an unqualifiedauditcertificate.

Theauditorshaveherebyconfirmedthattheaccountingandtheparentfinancialstatementsasat31December2015complywiththelegalregulations,thattheparentfinancialstate-mentsprovideatrueandfairviewofthecompany’sassets,financialsituationandearningsposition in conformity with generally accepted accounting principles and that the manage-mentreportcorrespondstotheparentfinancialstatements.

Theauditorshavealsoconfirmedthattheaccountingandtheconsolidatedfinancialstate-ments as at 31 December 2015 comply with the legal regulations, that the consolidated financialstatementsprovideatrueandfairviewofthecompany’sassets,financialsituationand earnings position in conformity with generally accepted accounting principles and that the management report corresponds to the parentfinancialstatements.

UIAG ANNUAL REPORT 2015REPORT OF THE SUPERVISORY BOARD

REPORT OF THE SUPERVISORY BOARDfor business year 2015 of UIAG Group, Wels, Austria

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Theauditcommitteeconcurredwiththeresultsofthefinalaudit.Afterreviewingthe managementreportandtheparentfinancialstatementsincludingtheproposeddistributionofprofitwellasthegroupmanagementreportandtheconsolidatedfinancialstatements and reviewing the management, the audit committee did not give rise to any objections. The audit committee recommends that KPMG Austria GmbH Wirtschaftsprüfungs- und Steuer- beratungsgesellschaft, Linz, Austria (FN 269725 f), be appointed as independent auditors for the business year 2016. The audit committee reviewed the corporate governance report and informed the Supervisory Board that it did not give rise to any objections

The Supervisory Board concurred with the report of the audit committee and hence the resultsofthefinalaudit.HavingbeenacceptedbytheSupervisoryBoard,theparentfinancialstatements can be deemed approved pursuant to article 96 (4) Stock Corporation Law (AktG). TheSupervisoryBoardacknowledgedtheconsolidatedfinancialstatementsandthegroupmanagement report for the business year 2015.

The Supervisory Board recommends that KPMG Austria GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft, Linz, Austria (FN 269725 f), be appointed as independent auditors for the business year 2016.


Norbert NageleChairman of the Supervisory Board

UIAG ANNUAL REPORT 2015REPORT OF THE SUPERVISORY BOARD

Norbert NageleChairman of the Supervisory Board

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RUDOLF KNÜNZChiefExecutiveOfficer

First time appointed: 21 July 2010; endofcurrenttermofoffice:30June2016; extended until 30 June 20211)

Studies in Business Management at the University Innsbruck; Insead MBA/Fontainebleau 1977; 1989–2014: Development of CROSS Industries Group; 1992–2007: Shareholder and CEO of KTM Group; 2005–2010: Supervisory Board of Unternehmens Invest AG; 2007–2014: Supervisory Board of KTM Group

Supervisory Board seats:Chairman of Ganahl AG (since 30 May 2015)

PAUL NEUMANNFirst time appointed: 1 September 2013; endofcurrenttermofoffice:31August2018

Studies in Business Management at the University St. Gallen; Insead MBA/Fontainebleau 20132008–2009: Analyst at Morgan Stanley; 2009–2011: Investment Analyst and Investment Associate at Aabar Investment; from 2013: Shareholder and Management Board of Unternehmens Invest AG; Advisory Board member at Pongratz and Begalom

Supervisory Board seats:Member of Pankl Racing Systems AG

UIAG ANNUAL REPORT 2015BODIES OF THE COMPANY

BODIES OF THE COMPANYManagement Board

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1) Resolution to extend the appointment until 30 June 2021 in the Supervisory Board meeting held on 10 March 2016.

NORBERT NAGELEChairman of the Supervisory Board

Member of the Supervisory Board since February 2010; appointed until the AGM in business year 2020

Managing Partner of Haslinger/Nagele & Partner Rechtsanwälte GmbH, Linz, Austria

Other Supervisory Board seats:Chairman of delfortgroup AG and of Swietelsky Bau- gesellschaft mbH; Deputy Chairman of Lorenz Shoe Group AG; Member of Pöttinger Landtechnik GmbH and of H. Pöttinger GmbH

MANFRED DE BOCKDeputy Chairman of the Supervisory Board

Member of the Supervisory Board since May 2012; appointed until the AGM in business year 2017

GÜNTHER APFALTERMember of the Supervisory Board since July 2013; appointed until the AGM in business year 2018

Other Supervisory Board seats:Chairman of MAGNA Metallforming AG, of MAGNA STEYR AG and of MAGNA STEYR Fahrzeugtechnik AG; Deputy Chairman of MAGNA Powertrain AG

OTTO URBANEKMember of the Supervisory Board since July 2013; appointed until the AGM in business year 2018

UIAG ANNUAL REPORT 2015BODIES OF THE COMPANY

Supervisory Board

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UIAG ANNUAL REPORT 2015SHAREHOLDINGS OF UIAG GROUP

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SHAREHOLDINGS OF UIAG GROUP1)

1) As at April 20162) Effective share of UIAG Holding GmbH

LCS HOLDING GMBHSulz, Austria (30 %)

– GANTNER Seilbahnbau GmbH, Sulz Austria (100%)– LCS Pipeline GmbH, Sulz Austria (100%)– LCS Cable Cranes GmbH, Sulz Austria (99%)– ECCON GmbH, Nenzing Austria (80%)

PANKL RACING SYSTEMS AGKapfenberg, Austria (10.1%)

UIAG AUTOMOTIVE BETEILIGUNGS GMBHWels, Austria (100%)

MLU-MONITORING FÜR LEBEN UND UMWELT GES.M.B.H., Wiener Neudorf, Austria (60%)2)

– recordum Messtechnik GmbH, Wiener Neudorf, Austria (60%)– MLU Meßtechnik für Luft und Umwelt GmbH, Essen, Germany (60%)– MLU Spolka z.o.o., Katowice, Poland (60%)

Operating shareholdings

Financial shareholdings

Administration of shareholdings

BEGALOM GMBHAltmünster, Austria (60%)

– Begalom Guss GmbH, Altmünster, Austria (100%)– BM Casting GmbH, Altmünster, Austria (10%)

ALL FOR ONE STEEB AGFilderstadt, Germany (25.07%)

UIAG HOLDING GMBHVienna, Austria (60%)

PONGRATZ TRAILER-GROUP GMBHTraboch, Austria (99%)

– Pongratz s.r.o., Modra, Slovakia (100%)– Pongratz s.r.o., Kralovice, Czech Republic (100%)

UIAG ANNUAL REPORT 2015THE UIAG TEAM

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THE UIAG TEAM

from left: Paul Neumann (Member of the Management Board), Rudolf Knünz (CEO), Kathrin Steininger (Analyst), Andrea Salchenegger (Investor Relations), Wolfgang Kappl (Project Manager), Lukas Mahn (Controlling)

UIAG ANNUAL REPORT 2015CORPORATE GOVERNANCE REPORT

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CORPORATE GOVERNANCE REPORTTo ensure a sustainable and value-added company development Unternehmens Invest AG follows the principles of transparency and cultivates an open communication policy.

COMMITMENT TO THE AUSTRIAN CORPORATE GOVERNANCE CODE

Since the business year 2003, the Management Board and the Supervisory Board of Unter- nehmens Invest AG commit themselves to the rules of the Austrian Corporate Governance Code (www.corporate-governance.at), and its objective for a responsible management and monitoring, directed towards a sustainable value. Thorough transparency is an utmost concern.

The Austrian Corporate Governance Code provides a framework for responsible and transparent management and control. It is based on the Austrian Stock Corporation Act, EU-recommendations regarding the responsibilities of the members of the Supervisory Board, the compensation of the management, and the OECD principles of corporate gover-nance.

Comply or explain

In addition to the statutory requirements (L-rules or legal requirement) Unternehmens InvestAGcomplieswiththeC-rules(“complyorexplain”)ofthecorporategovernancecodeexcept for the following deviations:

Rule18: As the company is not large enough, it does not comply with the rule of setting up a separate internal auditing functional unit.

Rule41and43: Since the Supervisory Board of Unternehmens Invest AG had four members only in business year 2015 the setting up of nomination and compensation committees wouldnotimprovetheefficiencyoftheSupervisoryBoard’swork.Theissuesofthecommit-tees are discussed with the entire supervisory board.

o The Austrian Corpo- rate Governance Code in its version of January 2015 and the corporate governance report for the business year 2015 are published on the homepage of Unternehmens Invest AG (www.uiag.at).

27UIAG ANNUAL REPORT 2015CORPORATE GOVERNANCE REPORT

Rule48: No contracts exist with members of the Supervisory Board with regard to the provision of services for the company, for a remuneration not of minor value for the Super- visory Board member.

The company is advised on legal matters by Haslinger/Nagele & Partner Rechtsanwälte GmbH, Linz, Austria. A partner in Haslinger/Nagele & Partner Rechtsanwälte GmbH, Norbert Nagele works as an attorney. Consulting and other services, carried out by Haslinger/ Nagele & Partner Rechtsanwälte GmbH were used on standard terms and conditions and approved by the Supervisory Board.

Additionally consultancy services carried out by Otto Urbanek, Dr. Urbanek Technologie Management GmbH, Ried im Innkreis, Austria, were used on standard terms and conditions and approved by the Supervisory Board.

Rule62: So far the compliance with the C-rules of the code of Unternehmens Invest AG werenotevaluatedbyanexternalinstitution.Internalevaluationswereassumedsufficed.However an evaluation by an external institution is planned for the corporate governance report for 2016.

Rule83:Thisruleisnotcompliedwithbecausecompany-specificriskmanagementisset upatshareholdinglevelandgivenUIAG’sholdingfunction;investment-specificriskmanage-ment is at any case part of investment management.

BODIES OF THE COMPANY

Management Board

Name Year Datefirst Endofterm of birth appointed

Rudolf Knünz 1951 21 Jul 2010 30 Jun 20161)

Chief Executive Officer— Chairman of the Supervisory Board of Ganahl AG (since 30 May 2015)

Paul Neumann 1984 1 Sep 2013 31 Aug 2018Member— Member of the Supervisory Board of Pankl Racing Systems AG

Chairmanship and allocation of competencies

Name Responsibilities

Rudolf Knünz Commercial matters, structuring of projects (due diligence, contracts, financing)

Paul Neumann Acquisition of projects and investors, sale of projects and investments

1) Resolution to extend the appointment until 30 June 2021 in the Supervisory Board meeting held on 10 March 2016.

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Supervisory Board

Name Year Datefirst Endofterm of birth appointed

Norbert Nagele 1948 12 Feb 2010 AGM of businessChairman year 2019Independent in acc. with C-rule 53

Manfred De Bock 1955 23 Feb 2012 AGM of businessDeputy Chairman year 2016Independent in acc. with C-rule 53

Günther Apfalter 1960 29 Jul 2013 AGM of businessMember year 2017Independent in acc. with C-rule 53

Otto Urbanek 1950 29 Jul 2013 AGM of businessMember year 2017Independent in acc. with C-rule 53

Five Supervisory Board meetings were held in business year 2015.

Committees

Audit committeeNorbert Nagele and Günther Apfalter are members of the audit committee.

The audit committee held three meetings (20 January, 13 May and 25 August) in business year 2015. A representative of the auditor participated in the meetings of the audit committee on 20 January and 13 May and in the Supervisory Board meetings for the resolution on business year 2013/2014 (20 January) and on the abridged business year 2014 (21 April).

The audit committee is responsible for reviewing and preparing the approval of the annual financialstatements,theproposalforthedistributionofprofits,andthereviewofopera- tions. The audit committee submits the proposal for the auditor for the adoption of resolution at the general meeting.

Themembersoftheauditcommitteemeettherequiredfinancialqualifications.


29UIAG ANNUAL REPORT 2015CORPORATE GOVERNANCE REPORT

DISCLOSURE OF INFORMATION ABOUT REMUNERATION OF MANAGEMENT BOARD AND SUPERVISORY BOARD MEMBERS

Compensation of the Management BoardTheManagementBoard’sprofitparticipationforthebusinessyear2015–aswasthecase in the past – was mainly based on the economic result; the apportionment is at the discretion of the Supervisory Board.

The compensation for the Management Board in business year 2015 amounted to € 463.7k, this includes a provision for bonus payments in the amount of € 148.4k. The earnings of the members of the Management Board in business year 2015 amounted to:

in€k Variable 2015 benefits total

Rudolf Knünz, Chairman 78.4 245.1Paul Neumann 70.0 218.6Total 148.4 463.7

Variablebenefitswerepaidinbusinessyear2016.Asat31December2015theprovisionforseverance payments amounts to € 29.2k. In the business year 2015, no retirement expenses were incurred in form of contributions to pension funds and provisions made for pensions.

The annual premium for the group’s D&O insurance amounts to € 25k in business year 2015.

Compensation of the Supervisory Board

in €k 20151)

Norbert Nagele, Chairman 15.0Manfred De Bock, Deputy Chairman 10.0Günther Apfalter 8.0Otto Urbanek 10.0Total 43.0

Independence of the Supervisory Board in accordance with C-rule 53The Supervisory Board of Unternehmens Invest AG complies with the guidelines regarding the criteria for independence, given in the corporate governance code, annex 1. A member of the Supervisory Board shall be deemed as independent if said member does not have any business or personal relations to the company or its Management Board that constitute amaterialconflictofinterestsandisthereforesuitedtoinfluencethebehaviourofthe member.

1) Proposal to the Annual General Meeting on 24 May 2016.

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The company is advised on legal matters by Haslinger/Nagele & Partner Rechtsanwälte GmbH, Linz, Austria. Consulting services are also carried out by Dr. Urbanek Technologie Management GmbH, Ried im Innkreis, Austria. Consulting and other services, carried out by both companies were used on standard terms and conditions and, for a remuneration not of minor value for the Supervisory Board member. Under these guidelines, all members of the Supervisory Board of Unternehmens Invest AG can be deemed independent.

MEASURES TO PROMOTE WOMEN

It is not anticipated that woman will be appointed into the Management Board and Super- visory Board as it is not planned to enlarge them. Equal treatment of female and male employees and equal career chances are a matter of fact for Unternehmens Invest AG.


The Management Board of Unternehmens Invest AG



GROUP MANAGEMENT

REPORTUIAG Group, Wels, Austria

Unternehmens Invest AG (UIAG) is an industrial holding listed in the mid market of the Vienna Stock Exchange and focusing its operational approach on medium-sized enterprises. The investment strategy is long-term. Without the immediate intention to exit UIAG supports an entrepreneurial approach by provision of liquidity and operative know-how.

REPORT ON SHAREHOLDINGS

Operating shareholdings

Pongratz Trailer-Group GmbHThe business year 2015 of Pongratz Group was characterized by the adjusting to the new production structure and the reorganization of tasks between the sites of Traboch, Austria, and Modra, Slovakia.

These facts caused considerable additional expenses and delivery delays in the start-up phase.Inparticularthefirsthalfofthebusinessyearwasburdenedbytheseeffects.Inthesecond half 2015 the majority of these challenges was met and the largest individual order in the company’s history was commissioned. Despite the above mentioned facts revenues increased to € 18.4m (2014: € 17.7m).

Pongratz Group is again number one on the Austrian trailer market with a share of 31.4% of all vehicle trailer registrations. Thus Pongratz could increase its market share considerably compared to the previous year (28.9%).

MLU-Monitoring für Leben und Umwelt Ges.m.b.H.On 21 April 2015 UIAG Holding GmbH acquired 61% of MLU-Monitoring für Leben und Umwelt Ges.m.b.H. Another 10% were acquired by means of a capital increase. The total investment of UIAG Holding GmbH amounted € 1.3m.

UIAG ANNUAL REPORT 2015GROUP MANAGEMENT REPORT

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GROUP MANAGEMENT REPORTfor business year 2015 of UIAG Group, Wels, Austria

The MLU/recordum Group located in Wiener Neudorf, Austria, has approximately 30 employ-ees and develops air quality monitoring solutions. The group develops compact environment monitoring systems and distributes their products directly or indirectly via a distribution network and service partners on the world market.

Therevenuesforthefirstninemonths20151) amounted to € 3.6m and thus correspond to the previous’ years – a major order from the municipality of Bangkok not considered. The operative result after taxes amounted to € 0.25m and includes a provision for litigation of € 0.11m and expenses in the amount of € 0.13m (purchase price adjustment with previous owner;willbereversedinthefirstquarter2016)andconsideringarestructuringprofit in the amount of € 0.88m. The result after tax – as reported by UIAG Group amounts to € –0.63m. The order backlog as at 31 December 2015 was € 0.9m.

In the course of the current reorganization phase the MLU/recordum Group already strengthened and readjusted its international sales and distribution and implemented a cost optimizing program for organization and procurement. Strategic partnerships push the integration along the value chain, facilitate the development of the core product and support the positioning in the market as a supplier of comprehensive solutions. The market for air quality monitoring is rapidly growing and driven by statutory regulations. Besides the classic system integrations with renowned products, MLU’s portfolio includes a comprehensive serviceandmaintenancepackageandthe“airpointer”–acompactmonitoringsystemandMLU’s own product, a calibrator „air-q-rate“, the „waterpointer“ and other additional compo-nents.The“airpointer”displayshighpotentialingrowingmarketslikeAsia,theMiddleEastandSouthAmericaandisalreadytoagreatextentinuseinofficialnetworksandinstitutions,industrial companies, research facilities and in the off-shore area.

In February 2016 UIAG Holding GmbH acquired the remaining 29% of MLU-Monitoring für Leben und Umwelt Ges.m.b.H. and now holds 100%. The total investment of UIAG via UIAG Holding GmbH now amounts to € 1.45m.

Begalom GmbHIn Mai 2015 Unternehmens Invest AG acquired – by means of a capital increase in the amount of € 2m –60%ofBegalomGmbH.BegalomGmbHisahighlyspecifiedmanufac- turer of lightweight construction components for the international automotive industry and rail and commercial vehicle construction. The remaining shares are held by the founders Wolfgang Schuster and Bernhard Hausleitner, who also remain in the management team.

In business year 2015 optimization of internal processes as well as quality and performance enhancements were paramount for Begalom. The revenues amounted to € 5m in 2015 and are at prior years’ level. At the same time a balanced mix of long-term small series pro-duction and the production of prototypes was emphasized.


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1) MLU-Monitoring für Leben und Umwelt Ges.m.b.H., recordum Messtechnik GmbH and MLU Meßtechnik für Luft und Umwelt GmbH (Germany) moved the balance sheet date from 31 March to 31 Decem- ber and formed an abridged business year from 1 April 2015 to 31 December 2015.

LCS Holding GmbHIn November 2014 Unternehmens Invest AG acquired 30% of LCS Holding GmbH with its shareholdings in GANTNER Seilbahnbau GmbH and LCS Cable Cranes GmbH. For many years GANTNER develops and manufactures high-performance rope winches, carriages, pulleys and other cableway accessories in close cooperation with LCS. LCS mainly designs and develops ropeways for the transportation of heavy goods for diverse projects.

In December 2015 the company structure of LCS Holding GmbH was changed. Knünz GmbH and another shareholder sold 5% each of LCS Holding GmbH which were consequently acquired by David and Gilbert Domig – both from LCS management team. At the same time LCS Holding GmbH increased its shares in LCS Cable Crane Systems GmbH from 90% to 99% and the shares in GANTER Seilbahnbau GmbH from 90% to 100%.

The consolidated revenues of LCS Group in 2015 amounted to € 16.29m and were thus below previous years; this was due to the postponement of projects of the oil and gas industry. The low oil price had numerous pipeline projects postponed or suspended worldwide, which also affected LCS projects in Canada. Additionally, low prices for raw materials let investments in the mining industry decline. Nevertheless LCS Holding GmbH achieved aprofitbeforetaxintheamountof€2.19m.

With the purchase of 80% of ECCON GmbH in the third quarter 2015 LCS Holding GmbH placed a strategic acquisition. ECCON is worldwide leader for the engineering and manufac-turingofvariableroofingsystemsforstadiumsandshoppingmalls,particularlyfortheirstructuralengineeringandthedevelopmentofdriveconcepts.Latelyvariableroofingsystemsfor stadiums in Vancouver, Canada, Bucharest, Romania, and Kufstein, Austria, were set up. These projects offer further application possibilities for equipment developed by GANTNER and thus a new, expendable mainstay for the LCS Group

Financial shareholdings

All for One Steeb AGAll for One Steeb AG, Filderstadt, Germany, is the leading SAP service provider on the German-speaking market with the largest medium-sized client base, focusing on machinery/plant engineering, automotive industry, project engineering, consumer goods industry and technical whole sale. The portfolio comprises comprehensive solutions and services along the IT value chain. All for One Steeb AG is listed on the Prime Standard of the Frank- furt Stock Exchange.

34 UIAG ANNUAL REPORT 2015GROUP MANAGEMENT REPORT

In business year 2014/2015 All for One Steeb AG increased revenues by 11% to € 241.6 m and EBIT – clearly above average compared to the increase in revenues – by 43% to € 19.3m. The EBIT margin was 8.0%. The balance sheet total as at 30 September 2015 was € 168.0m and increased by 9% (adjusted to IAS 8) compared to the previous year. The equity ratio as at 30 September 2015 was 32.0%.

Whilepreparingtheconsolidatedfinancialstatementsasat30September2015(IFRS) and with respect to the acquisition of a majority interest (60% of the shareholdings) in OSC AG with an effective date of 1 November 2012 (date of initial consolidation), it was deter-mined that the purchase of the remaining shares (40% of the shareholdings) that was agreed for 1 October 2016 was treated incorrectly. UIAG considered this fact in the at equity valuation as at 31 December 2015. For details please refer to note (12) “Financial assets recognizedatequity”oftheconsolidatedfinancialstatementsofUIAGorthefinancialstate-ments 2014/2015 of All for One Steeb AG.

From its 25.07% shareholding in all for One Steeb AG UIAG received in March 2016 a dividend payment in the amount of € 1.25m.

Pankl Racing Systems AGPankl Racing Systems AG specializes in developing and manufacturing engine and drivetrain components for racing cars, high performance vehicles and the aerospace industry. Pankl scores with lightweight components made from high-grade innovative materials designed to withstand extreme mechanical stress. Pankl is a global niche player with world-wide subsidiaries in Austria, Germany, UK, USA, Slovakia and Japan.

Thepastbusinessyearwasmainlycharacterizedbyagenerallydifficulteconomic environment, which also affected the markets in which Pankl operates. This led to declining revenues in both the racing and aerospace businesses. The high performance division showed, however, as in the previous years, a double digit revenues growth. Hence, overall group revenues increased by 5% to € 173.6m.

Despite the challenging environment, Pankl Group generated solid results. Due to the weak racing business EBIT did decline by 14% to € 10.2m, but due to the absence of further exceptionalexpensesinconnectionwiththe2014refinancingPanklwasabletoimprovethefinancialresultsby44%to€–1.8m.In2015,Panklfacedsignificantlylowerinterestexpensesand also substantially lower income taxes, which led to an increase in earnings after tax by 16% to a record € 7.9m.

From its 10.1% shareholding in Pankl Racing Systems AG UIAG received a dividend payment in the amount of € 143k in April 2016.

35UIAG ANNUAL REPORT 2015GROUP MANAGEMENT REPORT

36

Administration of shareholdings

UIAG Holding GmbHIn the course of the acquisition of 71% of the MLU/recordum Group in April 2015 the nominal capital of UIAG Holding GmbH was increased to € 500k and 40% of the UIAG Holding GmbH were transferred to the Q-Advisers Group. UIAG now holds 60% of UIAG Holding GmbH.

UIAG Automotive Beteiligungs GmbHUIAG Automotive Beteiligungs GmbH currently has no shareholdings.

Portfolio as at 31 December 2015

31Dec2015 31Dec2014

Pongratz Trailer-Group GmbH 99% 99%Pongratz s.r.o. 99% 99%MLU-Monitoring für Leben und Umwelt Ges.m.b.H. 42.6%1) – recordum Messtechnik GmbH 42.6%1) – MLU Meßtechnik für Luft und Umwelt GmbH 42.6%1) – MLU Spolka z.o.o. 42.6%1) – Begalom GmbH 60% – Begalom Guss GmbH 60% – LCS Holding GmbH 30% 30%All for One Steeb AG 25.07% 25.07%Pankl Racing Systems AG 10.1% 10.1%UIAG Holding GmbH2) 60% 100%UIAG Automotive Beteiligungs GmbH2) 100% 100%

EARNINGS, ASSETS AND FINANCIAL SITUATION3)

Performance analysisIn business year 2015 UIAG Group achieved revenues in the amount of € 24,567k (1 Oct – 31 Dec 2014: € 3.423k) – mainly from Pongratz Group. The newly acquired shareholdings, Begalom and MLU made up for one fourth of the group revenues.

The direct production cost amount to € 22,251k (1 Oct – 31 Dec 2014: € 2,908k) and could be attributed in the same ratio to the producing companies.

1) Effective share2) Administration of shareholdings

3) Previous years com- parative figures refer to the abridged business year 2014 (1 October to 31 December 2014) and are therefore comparable only to a limited extend to the figures of business year 2015.



The personnel expenses of UIAG Group in the business year 2015 amounted to € 7,947k (1 Oct – 31 Dec 2014: € 1,439k) and included expenses for the Management Board and the group employees. The majority could be attributed to Pongratz Group with the highest headcount. Other operational expenses did not change in the business year.

The other operational income included the reversal of provisions with a positive effect on the operational result. Nevertheless all segments of UIAG Group had negative operational results due to the implemented restructuring processes.

InthereportingperiodUIAGGroupachievedafinancialresultintheamountof€3,345k (1 Oct – 31 Dec 2014: € 408k), mainly from the result from associated companies. The result from associated companies amounted to € 3,145k (1 Oct – 31 Dec 2014: € 389k) from the at equity valuation of All for One Steeb AG and LCS Holding GmbH. Additionally, thefinancialresultincludedtheotherinterestincomeintheamountof€59k(1Oct– 31 Dec2014:€26k)andtheotherfinancialresultandincomefrominvestmentsintheamount of € 141k (1 Oct – 31 Dec 2014: € –7k).

Thepositivegroupresultbeforetaxwasduetothepositivefinancialresultoftheholding.

Taxes could be mainly attributed to corporate taxes in the amount of € 65k (1 Oct – 31 Dec 2014: € 1,266k), additionally deferred taxes in the amount of € 10k (1 Oct – 31 Dec 2014: € 1,370k) were reported.

The result after tax for UIAG Group amounted to € 582k (1 Oct – 31 Dec 2014: € –325k), the other comprehensive income in the reporting period amounted to € 650k (1 Oct – 31 Dec 2014: € 189k).

Balance sheet analysisThe consolidated balance sheet total of UIAG Group at 31 December 2015 increased to € 90,742k (31 Dec 2014: € 90,051k).

The non-current assets amounted to € 46,602k (31 Dec 2014: € 40,818k), mainly from financialassetsrecognizedatequityintheamountof€26,031k(31Dec2014:€24,210k) and shares of Pankl Racing Systems AG in the amount of € 8,749k (31 Dec 2014: € 8,627k). Additionally loans to associated companies in the amount of € 2,000k (31 Dec 2014: € 2,000k), capitalized goodwill in the amount of € 2,907k (31 Dec 2014: € 0) and other non-current assets in the amount of € 379k (31 Dec 2014: € 0) were included. The tangible assets in the amount of € 6,536k (31 Dec 2014: € 5,513k) could mainly be attributed to subsidiaries.

38

The current assets in the amount of € 44,140k (31 Dec 2014: € 49,233k) included cash at bank in the amount of € 29,295k (31 Dec 2014: € 41,799k) – which decreased due to investments in 2015. Other current assets from shares in securities increased to € 6,561k (31 Dec 20144: € 2,883k). Also included are trade receivables in the amount of € 2,591k (31 Dec 2014: € 940k) and inventories in the amount of € 5,116k (31 Dec 2014: € 3,034k) from operating companies.

Non-currentliabilitiesincludedfinancialliabilitiesintheamountof€3,590k(31Dec2014: € 1,293k), as well as non-current personnel liabilities and other non-current liabilities, mainly from a purchase price liability to Knünz GmbH.

Currentliabilitiesamountedto€5,783k(31Dec2014:€6,627k)andincludedfinancial liabilities in the amount € 2,176k (31 Dec 2014: € 1,854k), trade liabilities in the amount of € 1,136k (31 Dec 2014: € 643k) and other current liabilities in the amount of € 2,186k (31 Dec 2014: € 2,491k). Other current liabilities at balance sheet date included mainly liabili-ties related to social security, liabilities from taxes and other current personnel liabilities from the subsidiaries of UIAG Group.

Theconsolidatedprofitincludingretainedearningsamountedto€46,880k(31Dec2014: € 48,608k).

The group’s equity at 31 December 2015 amounted to € 78,580k (31 Dec 2014: € 79,533k) the equity ratio was 86.59% (31 Dec 2014: 88.32%).

Cashflowanalysis1)

Thecashflowfromoperatingactivitiesamountedto€–5,137k (31 Dec 2014: € –649k) andincludedthecashflowfromearnings€–1,805k(31Dec2014:€–646k)affectedfromthe positive result of associated companies, and the change of assets and liabilities in the amount of € –3,332k (31 Dec 2014: € –3k).

Thecashflowfrominvestmentactivitiesintheamountof€–4,881k(31Dec2014: € 11,930k) resulted from the acquisition of shareholdings of MLU and Begalom and the purchase of shares of swisspartners Strategy Fonds Select.

Thecashflowfromfinancingactivitiesamountedto€–2,486k(31Dec2014:€ –96k) mainly from dividend payments.

1) Previous years com- parative figures refer to the abridged business year 2014 (1 October to 31 December 2014) and are therefore comparable only to a limited extend to the figures of business year 2015.



EMPLOYEES

In the business year 2015 UIAG Group had 222 employees on average (1 Oct – 31 Dec 2014: 130 employees).

RISK REPORT

UIAG’scorebusinessistheacquisitionofequitystakesincompaniesandthefinancingofthesecompanies.Likealltypesofriskfinancing,thisbusinessmodelincludesabove-averageprofitchancesaswellastheassociatedrisks.UIAG’sfinancialsituationalwaysdependsonthe business development of its investments. In addition, the values assigned to investments in the balance sheet also depend on their business development.

UIAG’s business model takes the possibility of negative developments or even total loss of individual investments into account. The success of UIAG must therefore be measured overalongertimeperiod.Allinall,thegoalforinvestmentfinancingprojectsisthatlong- termprofitsoutweighanylosses.Thisresultsinanattractivereturnoninvestmentoveranextended time period.

The Management Board and the Supervisory Board are informed about the risks that may considerablyinfluencethebusinessdevelopmentonaregularbasis.UIAG’sfinancing requirements for business year 2016 can – from today’s point of view – be met from capital resources.

The Management Board and the employees operate in a corporate culture which is the key element of the control environment. The company strives to improve communication and to convey the principal corporate values. The responsibilities for the internal control system were adjusted for the corporate organization to ensure a satisfying control environment that meets the requirements

The Management Board is responsible for the implementation and organization of the accounting-related internal control and risk management system and the compliance with the legal requirements.

TheManagementBoardisresponsiblefortheconfigurationofthehierarchylevelstoensurethat activity and control of the activity are executed by different persons (“principle of dual control”).

40

RESEARCH AND DEVELOPMENT

MLU/recordum Group constantly works on developments of the product range, from s oftware developments for system integration to monitoring solutions. Also Pongratz Group constantly develops existing and new products.

SUSTAINABILITY

All companies aim to create added value for the company and its shareholders by strategic management, the focus on the development of their core competences, the continuous improvement of the workflow, a cooperative relationship with employees and suppliers and a process oriented management system.

CORPORATE GOVERNANCE CODE

UIAG’s Management Board and the Supervisory Board have clearly committed themselves to the Corporate Governance Code. Details are available in the corporate governance report (see from page 26 in this annual report or on the company’s webpage www.uiag.at).

IMPORTANT TRANSACTIONS AFTER THE BALANCE SHEET DATE

In February 2016 UIAG Holding GmbH – Unternehmens Invest AG holds a share of 60% – acquired the remaining 29% of MLU/recordum Group. The loan from UIAG to UIAG Holding GmbH was increased by € 150k to execute the acquisition.

o The corporate governance report for the business year 2015 is published on the homepage of Unternehmens Invest AG (www.uiag.at).



DISCLOSURE IN ACCORDANCE WITH ARTICLE 243A UGB (AUSTRIAN COMMERCIAL CODE)

Shareholder structureThe share capital of Unternehmens Invest AG amounts to € 30,897,500 and is divided into 4,250,000 no par value shares with a pro rata share capital of € 7.27. The share is listed in the Mid Market Continuous Trading Segment of the Vienna Stock Exchange.

As at 31 December 2015 the shareholder structure was as follows:

31Dec2015 31Dec2014

Knünz Invest Beteiligungs GmbH 54.03% 53.63%Knünz GmbH 22.99% 22.99%Nucleus Beteiligungs GmbH 14.59% – Mr. Paul Neumann – 14.59%Free float 8.39% 8.79%

The voting rights of Knünz GmbH executed indirectly via Knünz Invest Beteiligungs GmbH (54.03%) and directly via Knünz GmbH (22.99%) amounted to 77.02% as at 31 December 2015.

Development of the UIAG shareDuring the business year 2015, the price of UIAG shares developed from € 21.20 (starting price of 1 January 2015) to € 23.00 (closing price on 31 December 2015). The business year’s high was € 25.60, and the year’s low € 20.26.

There are no restrictions regarding voting rights or transferring of shares.

No compensation agreements exist between the company, the Management Board and the Supervisory Board in case of a change of control. There are no further significant agreements that would be impacted by a change of control or takeover bid.

o For further information on the shareholder structure and UIAG shares please refer to the homepage of Unternehmens Invest AG (www.uiag.at).

UIAG

ATX indexed

130%

120%

110%

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90%

Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec

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OUTLOOKFORBUSINESSYEAR2016

The present economic development sets the framework for the business development of Unternehmens Invest AG.

ThedevelopmentofUIAGGroupdependsonthedevelopmentofitsfinancialassets.

After the integration of the new shareholdings and various restructuring measures, the operating shareholdings of UIAG show a positive development for 2016.

Thefinancialshareholdings,AllforOneSteebAGinparticular,showapositiveprice development. For the new business year a further positive business development and increaseinprofitcanbeexpected.DependingonmarketdevelopmentsUIAGmayincreasetheshareholdingsinitsfinancialinvestmentsinbusinessyear2016.

Also the investment in Pankl Racing Systems AG will be further assessed in 2016.

NowUIAGhassufficientfundsatitsdisposaltoreviewandconductadditionalacquisitions of shareholdings.

Wels, Austria, 8. April 2016




CONSOLIDATED FINANCIAL

STATEMENTSUIAG Group, Wels, Austria

CONSOLIDATED INCOME STATEMENT

UIAG ANNUAL REPORT 2015CONSOLIDATED FINANCIAL STATEMENTS

for business year 2015 of UIAG Group, Wels, Austria

44

1 Jan 2015– 1 Oct 2014– Note 31 Dec 2015 31 Dec 2014 in €k in €k

Revenues (01) 24,567 3,423Cost of goods sold (02) (22,251) (2,908)Gross profit from revenues 2,316 515

Distribution expenses (03) (1,103) (218)Research and development expenses (04) (217) (18)Administrative expenses (05), (06) (5,315) (1,129)Other operating expenses (07) (143) 0Other operating income (07) 1,754 13Operating result (EBIT) (2,708) (837)

Interest income 59 26Results of associates recognized at equity (08) 3,145 389Other finance and participation result (09) 141 (7)Profit before tax 637 (429)

Tax income/expenses (10) (55) 104Net profit of the business year/abridged business year 582 (325)thereof:Shareholders of parent company 1,181 (322)Non-controllling interests (599) (3)

1 Jan 2015– 1 Oct 2014– 31 Dec 2015 31 Dec 2014 in €k in €k

Net profit of the business year/abridged business year 582 (325)

Items, that can be subsequently reclassified into profit or loss: Financial assets available for sale – net change of fair value 321 209 Currency translation differences recognized at equity 46 0 Currency translation differences 4 0 Deferred taxes (80) (53) 291 156Items, that cannot be subsequently reclassified into profit or loss: Reassessment of defined benefit obligations recognized at equity (241) 0 Reassessment of defined benefit obligations 24 (27) Deferred taxes (6) 7 (223) (20)Other comprehensive income 68 136

Total comprehensive income 650 (189)thereof:Shareholders of parent company 1,249 (186)Non-controllling interests (598) (3)

Result per share € 0.14 € (0.08)

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

UIAG ANNUAL REPORT 2015CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME


45

46

31 Dec 2015 31 Dec 2014 Note in €k in €k

ASSETS

Non-current assetsIntangible assets (11) 3,016 63Tangible assets (11) 6,536 5,513Financial assets recognized at equity (12) 26,031 24,210Deferred taxes (14) 186 199Other non-current assets (13) 10,833 10,833 46,602 40,818

Current assetsInventory (15) 5,116 3,034Trade receivables and other receivables (16) 3,168 1,217Cash and cash equivalents (18) 29,295 41,799Other current assets (17) 6,561 2,883Assets held for sale (27) 0 300 44,140 49,233

90,742 90,051

CONSOLIDATED BALANCE SHEETas at 31 December 2015 of UIAG Group, Wels, Austria


31 Dec 2015 31 Dec 2014 Note in €k in €k

EQUITY AND LIABLITIES

EquityShare capital (19) 30,898 30,898Provisions including consolidated profit (20) 46,880 48,608Equity attributable to shareholders of the parent company 77,778 79,506

Non-controlling interests (21) 792 27 78,570 79,533

Non-current liabilitiesFinancial liabilities (22) 3,590 1,293Personnel liabilities (23) 772 664Deferred tax expenses (14) 550 263Other non-current liabilities (24) 1,477 1,671 6,389 3,891

Current liabilitiesFinancial liabilities (25) 2,176 1,854Trade payables and other liabilities (26) 3,322 3,134Provisions (24) 269 1,337Tax liabilities 16 0Liabilities held for sale (27) 0 302 5,783 6,627

90,742 90,051

UIAG ANNUAL REPORT 2015CONSOLIDATED BALANCE SHEET

47

48


Consolidated cash flow from operating activitiesProfit of the business year/abridged business year 582 (325)Depreciation and impairment of tangible and intangible assets 770 144Tax expenses 65 1,266Deferred tax expenses (10) (1,370)Interest income (59) 26Interest paid (114) (8)Interest received 182 24Change of non-current provisions (32) 60Gains/losses from the disposal of tangible and intangible assets (45) (2)Result from associated companies, recognized at equity (3,145) (389)Dividend received from associated companies, recognized at equity 1,131 0Other non-cash expenses and income (1,130) (72)Consolidated cash flow from operating activities (1,805) (646)

Change in inventories (705) 167Change in trade receivables and other receivables 98 469Change in tax receivables/liabilities 204 (159)Change in trade payables and other liabilities (1,409) (1,799)Change in other current provisions 97 (92)Change in other non-current liabilities (334) 1,411Change of financial assets and debts held for sale (2) 2Change of working capital (2,051) (1)

Income tax paid (1,281) (2) (5,137) (649)

CONSOLIDATED CASH FLOW STATEMENTfor business year 2015 of UIAG Group, Wels, Austria



Consolidated cash flow from investing activitiesInvestments in tangible and intangible assets (785) (284)Acquisition of subsidiaries less acquired cash and cash equivalents (1,095) 0Payments from capital increase from non-controlling interests 200 0Investments in financial assets (3,497) (2,770)Disbursements for the acquisition of shareholdings, recognized at equity 0 (2,928)Payments from the disposal of tangible and intangible assets 153 17Payments from assets held for sale 0 17,895Dividends received 143 0 (4,881) 11,930

Consolidated cash flow from financial activitiesChange in non-current financial liabilities 134 (65)Change in current financial liabilities (213) (24)Change in lease liabilities 143 (7)Dividends paid (2,550) 0 (2,486) (96)

Consolidated cash flowConsolidated cash flow from operating activities (5,137) (649)Consolidated cash flow from investment activities (4,881) 11,930Consolidated cash flow from financing activities (2,486) (96)Change in the liquidity of the group (12,504) 11,185

Cash and cash equivalents at the beginning of the period 41,799 30,614Cash and cash equivalents at the end of the period 29,295 41,799consisting of:Cash, cheques and cash in bank 29,295 41,799

UIAG ANNUAL REPORT 2015CONSOLIDATED CASH FLOW STATEMENT

49

50

Attributable to shareholders of the parent companyin €k Share Provisions IAS 19 Available IAS 21 Total Non- Total capital including provision for sale provision controlling group consolidated provision interests equity profit

As at 1 October 2014 30,898 48,177 (36) 653 0 79,691 30 79,721

Actuarial losses 0 0 (20) 0 0 (20) 0 (20)Available for sale – evaluation 0 0 0 156 0 156 0 156Other comprehensive income 0 0 (20) 156 0 136 0 136

Net profit for the abridged business year 0 (322) 0 0 0 (322) (3) (325)Total comprehensive income for the abridged business year 0 (322) (20) 156 0 (186) (3) (189)

As at 31 December 2014 30,898 47,855 (56) 809 0 79,506 27 79,533

As at 1 January 2015 30,898 47,855 (56) 809 0 79,506 27 79,533

Other comprehensive income 0 0 (223) 241 50 68 1 69Net profit for the business year 0 1,181 0 0 0 1,181 (599) 582Total comprehensive income for the business year 0 1,181 (223) 241 50 1,249 (598) 651

Dividends 0 (2,550) 0 0 0 (2,550) 0 (2,550)Acquisition of subsidiaries with non-controlling interests 0 (427) 0 0 0 (427) 1,363 936Transactions with shareholders of the parent company 0 (2,977) 0 0 0 (2,977) 1,363 (1,614)

As at 31 December 2015 30,898 46,059 (279) 1,050 50 77,778 792 78,570

CONSOLIDATED STATEMENT OF CHANGES IN EQUITYfor business year 2015 of UIAG Group, Wels, Austria


UIAG ANNUAL REPORT 2015CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

51

Attributable to shareholders of the parent companyin €k Share Provisions IAS 19 Available IAS 21 Total Non- Total capital including provision for sale provision controlling group consolidated provision interests equity profit

As at 1 October 2014 30,898 48,177 (36) 653 0 79,691 30 79,721

Actuarial losses 0 0 (20) 0 0 (20) 0 (20)Available for sale – evaluation 0 0 0 156 0 156 0 156Other comprehensive income 0 0 (20) 156 0 136 0 136

Net profit for the abridged business year 0 (322) 0 0 0 (322) (3) (325)Total comprehensive income for the abridged business year 0 (322) (20) 156 0 (186) (3) (189)

As at 31 December 2014 30,898 47,855 (56) 809 0 79,506 27 79,533

As at 1 January 2015 30,898 47,855 (56) 809 0 79,506 27 79,533

Other comprehensive income 0 0 (223) 241 50 68 1 69Net profit for the business year 0 1,181 0 0 0 1,181 (599) 582Total comprehensive income for the business year 0 1,181 (223) 241 50 1,249 (598) 651

Dividends 0 (2,550) 0 0 0 (2,550) 0 (2,550)Acquisition of subsidiaries with non-controlling interests 0 (427) 0 0 0 (427) 1,363 936Transactions with shareholders of the parent company 0 (2,977) 0 0 0 (2,977) 1,363 (1,614)

As at 31 December 2015 30,898 46,059 (279) 1,050 50 77,778 792 78,570

(I) DESCRIPTION OF THE BUSINESS PURPOSE AND THE GROUP STRUCTURE

Unternehmens Invest AG (the “Company” or “UIAG”) has its registered office in Wels, Austria. The company is recorded in the commercial register of the Provincial court as Commerical court in Wels, Austria, registry number FN 104570 f. The consolidated financial statements of Unternehmens Invest AG for the period ending 31 December 2014 covered three months since in the extraordinary General Meeting on 28 October 2014 the resolution to transfer the balance sheet date from 30 September to 31 December passed. The abridged business year from 1 October through 31 December 2014 is called “previous reporting period” henceforth.

The company is included in the consolidated financial statements of Knünz GmbH, Vienna, Austria (ultimate group parent company, balance sheet date 31 December 2015) and its affiliated companies. These consolidated financial statements for the largest scope of consolidation are filed with the commercial register of the Commercial court Vienna, Austria, registry number FN 72711 d.

Unternehmens Invest AG, located in Wels, Austria, operates as a holding company, particularly focusing on the acquisition and administration of industrial companies as well as of companies and investments in industrial companies, the management of companies and investments being part of the UIAG Group, the providing of services for these companies (group services) as well as in the field of management consultancy. The Pongratz Group manufactures trailers for various applications. MLU Group produces and distributes applicances and systems for air controlling. Begalom Group specializes in mold construction as well as in alu and magnesium casts for prototypes and small series.

The consolidated financial statements as at 31 December 2015 were prepared in accordance with the Inter- national Financial Reporting Standards (IFRS), issued by the International Accounting Standards Board (IASB), and the interpretations of the International Financial Reporting Interpretations Committee (IFRIC), to the extent used in the EU. The companies did neither voluntarily nor prematurely apply certain standards.

On 8 April 2016 the Management Board released the consolidated financial statements for review by the Super- visory Board, submission to the General Assembly and subsequent publication. The Supervisory Board may – within the scope of review it is required to perform – cause changes to the consolidated financial statements.

In the business year 1 January through 31 December 2015 the following respectively amended standards and interpretations had to be applied.

Standard Content Obligatory Endorsement application in the EU status

Various Improvements to IFRS 2011–2013 Cycle 1 Jan 2015 18 Dec 2014

UIAG ANNUAL REPORT 2015NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

52

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor business year 2015 of UIAG Group, Wels, Austria

The IASB and the IFRIC passed the following new respectively amended standards and interpretations until balance sheet date, which do not as yet have to be mandatorily applied and will not be applied in the UIAG Group prematurely.

Standard/Amendment Date of Endorsement Date of application carried out application IASB by EU? EU

New standards and interpretationsIFRS 15: Revenue from Contracts with Customers 1 Jan 2018 No –IFRS 9: Financial Instruments 1 Jan 2018 No –IFRS 16: Leases 1 Jan 2019 No –Revised standards and interpretationsIAS 19 Defined Benefit Plans: Employee Contributions 1 Jul 2014 Yes 1 Feb 2015Annual Improvements to IFRS 2010–2012 1 Jul 2014 Yes 1 Feb 2015IAS 1: Disclosure Initiative 1 Jan 2016 Yes 1 Jan 2016IAS 27: Equity Method in Separate Financial Statements 1 Jan 2016 Yes 1 Jan 2016IAS 16 and IAS 41: Bearer Plants 1 Jan 2016 Yes 1 Jan 2016Annual Improvements to IFRS 2012–2014 1 Jan 2016 Yes 1 Jan 2016IAS 16 and IAS 38: Clarification of Acceptable Methods of Depreciation and Amortisation 1 Jan 2016 Yes 1 Jan 2016IFRS 11: Accounting for Acquisitions of Interests in Joint Operations 1 Jan 2016 Yes 1 Jan 2016IFRS 10, IFRS 12 and IAS 28: Investment Entities: Applying the Consolidation Exception 1 Jan 2016 No –IFRS 10 and IAS 28: Sale or Contribution of Assets Postponed between an Investor and its Associate or Joint Venture indefinitely No –IAS 7: Disclosure 1 Jan 2017 No –IAS 12: Recognition of Deferred Tax Assets for Unrealised Losses 1 Jan 2017 No –

UIAG Group will adopt these standards and interpretations for future reporting periods when their application is mandatory.

IFRS 9 includes revised provisions for the governing of recognition and measurements of financial instruments, including a model of the expected credit losses to determine the impairment of financial assets and new general accounting standards for hedge accounting. It includes provisions for the recognition and reversal of financial instruments from IAS 39. Currently UIAG Group assesses possible effects of the adoption of IFRS 9 on the consolidated financial statements.

IFRS 15 specifies how and when revenues are to be recognized. The new standard replaces the existing procedures for the recognition of revenues, included in IAS 18 “Revenues”, IAS 11 “Construction Contracts” and IFRIC 13 “Customer Loyalty Programmes”. Currently UIAG Group reviews possible effects from the application of IFRS 15.

IFRS 16, enacted in January 2016 and replacing IAS 17 regulates the accounting of leases. The standard provides a single balance model for the lessee. The lessee is required to recognize all assets and liabilities in the balance sheet unless their term is twelve months or less, or the asset is of low-value (free choice). For balancing purposes the lessor differentiates between finance or operate lease. Currently UIAG Group reviews possible effects from the application of IFRS 16.

UIAG ANNUAL REPORT 2015DESCRIPTION OF THE BUSINESS AND THE GROUP STRUCTURE

53

From today’s point of view no major effect on the assets, liabilities and financial position of UIAG Group is expected from other amendments.

These consolidated financial statements prepared in compliance with IFRS are exempting consolidated financial statements in accordance with article 254a of the Austrian Commercial Code (UGB).

(II) SCOPE OF CONSOLIDATION AND CONSOLIDATION METHODS

The accounting of the companies included in the consolidated financial statements is based on standardized accounting principles. Therefore the financial statements prepared according to the country specific and inter-national specifications are adjusted to the standardized group accounting principles.

The consolidated financial statements are set up in Euro, the functional currency of UIAG Group, amounts are stated in thousand Euro (€k) and rounded according to the commercial rounding method. Where rounded amounts and percentages are aggregated, rounding differences may occur.

AcquisitionOn 21 April 2015 UIAG Holding GmbH acquired 61% of MLU-Monitoring für Leben und Umwelt Ges.m.b.H. Further 10% of MLU/recordum Group were acquired by means of a disproportional capital increase. The total investment of UIAG via UIAG Holding GmbH amounted to € 1.3m.

The MLU/recordum Group located in Wiener Neudorf, Austria, has approximately 30 employees and develops air quality monitoring solutions.

In the course of the acquisition Unternehmens Invest AG increased the nominal capital of UIAG Holding GmbH to € 500k (UIAG share: € 265k) and transferred 40% of UIAG Holding GmbH to the Q-Advisers Group. As of 31 December 2015 UIAG holds 60% of UIAG Holding GmbH.

On 13 May 2015 Unternehmens Invest AG acquired 60% of Begalom GmbH by means of a capital increase in the amount of € 2m. Begalom GmbH is a highly specified manufacturer of lightweight construction components for the international automotive industry and rail and commercial vehicle construction.

Disposal of assets held for saleIn the fourth quarter 2015 a real estate in Köllach, Austria – owned by Pongratz Trailer-Group GmbH – was sold. Accordingly the carrying amount and the liabilities were derecognized. The disposal was not reflected in the income statement or cash flow statement.

The changes of the consolidation scope are listed in note (31) “Changes in the scope of consolidation/company mergers” of the consolidated financial statements. Companies included in the consolidated financial statements are listed in the schedule of equity holdings as at 31 December 2015 (see attachment 2 “Schedule of equity interests” to the consolidated financial statements).

The balance sheet date of the parent company Unternehmens Invest AG and its subsidiaries is 31 December 2015. MLU Spolka z.o.o., Katowice, Poland is included with its interim report as at 31 December 2015 (balance

54 UIAG ANNUAL REPORT 2015NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

sheet date 31 March). The balance sheet date of All for One Steeb AG, included as associated company into the group, is 30 September 2015. No major events were reported between the balance sheet date of the parent company and the balance sheet date of All for One Steeb AG. The evaluation of the investment and the notes to the consolidated financial statements are based on their latest available financial statements. The balance sheet date of LCS Group is 31 December 2015. The valuation of the equity investment and the notes to the consolidated financial statements are based on those financial statements.

Methods of consolidationCapital consolidation is carried out using the acquisition method according to IFRS 3. The acquisition costs of the share were contrasted with the pro rata revalued net income at the acquisition date (purchase accounting). The amount exceeding the fair value of the acquired, identifiable assets and liabilities at acquisition date is capitalized as goodwill and reviewed for impairment annually. The negative goodwill is recognized in the consolidated income statement.

Using the at equity method the shares in associated companies are recognized at cost in the consolidated financial statements plus the changes of the group’s share in the net assets of the associated company after acquisition. The goodwill of a company valued at equity is included in the share of the carrying amount and not listed separately.

Non-controlling shares of the equity capital of the consolidated companies are listed as a separate item in the group’s equity resources. Active and passive differences from transactions with non-controlling shareholders are offset against provisions.

All receivables and liabilities, revenues, interest expenses and income as well as other income and expenses from the intercompany settlement were eliminated. Interim results from intergroup deliveries are eliminated unless they were significant.

Income tax effects are taken into account and deferred taxes are recognized during consolidation processes affecting the income.

Currency translationIn the separate financial statements of the consolidated entities any transactions made in foreign currency are translated into Euro using the functional currency concept. For all consolidated companies, the functional currency is the respective national currency, since these companies operate as separate financial, economic and organizational entities of the group. As at 31 December 2015 UIAG Group has one fully consolidated subsidiary in Poland with a functional currency other than the Euro.

The currency translation from the national currency into the Euro is executed at the exchange rate at balance sheet date and in the income statement at the average exchange rate of the reporting period.

Exchange rate differences from the translation of monetary foreign currency items in the separate financial statements, arising from exchange rate fluctuations between the time of recognition of the transaction and the balance sheet date are recognized in the income statement of the respective period. Translation gains are recognized in the other operating income, translation losses in the other operating expenses.

Non-monetary items recognized at cost are translated using the historical exchange rate in the separate financial statements.

55UIAG ANNUAL REPORT 2015SCOPE OF CONSOLIDATION AND CONSOLIDATION METHODS

(III) ACCOUNTING AND VALUATION METHODS

The financial reporting of the entities included into the consolidated financial statements is based on uniform accounting policies. The accounting and valuation methods were consistently applied throughout the reporting period.

Profit realizationThe profit from the sale of services is recognized after the transition of the essential risks and benefits of ownership of the purchaser. Services are realized after they were performed. The regulations concerning make-to-order production (Percentage of Completion method) are not applied due to the nature of the manufactured products and services.

Interest income is realized pro rata temporis taking into account the effective yield. Dividend income is recognized when the right to dividend payment arises.

Intangible and tangible assetsIntangible assets are capitalized at cost and measured less scheduled straight-line depreciation (useful life three to six years) according to IAS 38.

Goodwill is not depreciated but subject to an annual impairment test. “MLU” and “Begalom” are cash generating units for UIAG. The operating assets of the cash generating unit are compared to the values in use and, if required, depreciated to the lower value in use, unless a higher fair value less selling expenses is available. The value in use is calculated using the discounted cash flow method based on a pre-tax WACC of 12.23% respectively 11.22% (2014: 0%).

The cash flows for the impairment tests are based on the current mid-term planning as authorized by the Management Board. The planning period is three years. The detailed planning period is based on the cash flows for the third year of the detailed planning period based on the principle of going concern to calculate a perpetual annuity, using a growth discount of 1% and the assumption of convergence. The mid-term planning is based on internal assumptions on the future development of distribution, price and costs, the future develop-ment of markets and the product mix. The assumptions are based on the assessment of the management.

The plausibility of the values in use is determined by multiples and the calculation of various discount rates and future planned cash flows. The Management Board realized that if two significant assumptions will be changed the carrying value may exceed the recoverable amount. The table below shows the amount both assumptions have to change to ensure that the recoverable amount still corresponds to the carrying amount.

Required change to equal the recoverable amount and the carrying amount

MLU Begalom

Discount rate +5.0%-points +0.9%-pointsPlanned cash flow of perpetual annuity (39.7%) (10.2%)


Tangible assets are capitalized at amortized cost less scheduled straight-line depreciation based on the following expected useful lives.

Useful life

Buildings 10 to 50 yearsTechnical equipment and machinery 3 to 10 yearsFurniture and office equipment 3 to 10 years

The acquisition and production cost cover all costs required to ready the asset for operation. Interest on debt capital is not recognized in business year 2015 since no qualified assets were acquired.

Maintenance and repair cost are recognized as current expenses. Maintenance and renewal expenses are only recognized if the future use of the object is increased considerably.

In case of significant and permanent impairment the asset is written-off to the lower fair value according to IAS 36. If the reasons for impairment no longer apply the asset is written-up accordingly.

According to IFRS provisions tangible assets reported in the consolidated financial statements include capital-ized assets based on finance lease agreements.

The economic ownership of the leased assets is attributed to the lessee if the lessee bears all material risks and opportunities associated with the use of the leased item (finance leasing). The assets underlying such lease agreements are recognized based on the current value of the capitalized lease payments at acquisition and depreciated over their useful life. The lessee sets off the recognized assets with the amortized asset value from the outstanding lease payments at balance sheet date.

The assets from other lease agreements are reported as operating leasing and attributed to the lessor. Lease payments are recognized as current expenses.

Government grantsGovernment grants are taken into account as soon as there is assurance that they will be received and accounted for based on the depreciation of the underlying asset. UIAG did not receive any government grants in the business year 2015. Government grants are reported as non-current liabilities.

Other subsidies from public funds to reimburse the group for costs are recognized as other operating income in the period in which the related costs are incurred, unless the grant is contingent on conditions that are not yet sufficiently likely to be met. UIAG did not receive any subsidies from public funds in the business year 2015.

Financial instrumentsPurchases and sales of any and all financial instruments are recognized as of the respective settlement date.

57UIAG ANNUAL REPORT 2015ACCOUNTING AND VALUATION METHODS

Shareholdings and other financial investmentsShareholdings in affiliated companies – unless fully consolidated – and other shareholdings are recognized at cost if the fair value cannot be determined with sufficient reliability. Permanent impairment is recognized in the income statement. Shareholdings in associated companies are recognized at equity in the consolidated financial statements. Other financial investments are reported available for sale (AfS) at their fair value at the balance sheet date. The fair value is the market price at balance sheet date; changes in the measurement are recognized in the other comprehensive income.

InventoriesInventories are recognized at cost or at the lower realizable value at the balance sheet date (expected sale price less cost of disposal). Similar assets are measured at the moving average price method. Appropriate valuation allowances were made for inventory risks resulting from the duration of storage and reduced usability.

The acquisition and manufacturing cost include all cost of purchase, processing and other cost incurred to bring the inventories to their present location and condition. The acquisition cost comprise all directly attributable material and manufacturing cost and an appropriately assigned share of the material and production overheads. Interest for borrowed capital from the manufacturing and temporary storage is not capitalized.

ReceivablesTrade receivables, loans and other receivables and assets are categorized as “loans and receivables” and reported at amortized cost, eventually using the effective interest method. Recognizable individual risks are reflected by appropriate valuation adjustments. Non-interest or low-interest-bearing receivables with a remaining term in excess of one year are recorded at the discounted present value. Foreign currency receivables are transferred at the average exchange rate on the balance sheet date. If the receivable is completely uncollectible (e. g. completion of bankruptcy proceedings) it is written-off and the value adjustment expended.

Cash and cash equivalentsCash and cash equivalents as cash on hand and cash in banks are measured at their actual value at balance sheet date.

ImpairmentAssets (except inventories and deferred taxes where other valuation methods apply) are reviewed at balance sheet date if there is any evidence of impairment. Such objective evidence might be financial difficulties, insolvency, breach of contract or considerable delay of payment by the debtor or issuer.

The impairment determines the recoverable amount for the asset. The recoverable amount is the higher value in use or net realizable value. If the realizable amount is below the carrying amount of the asset the impairment loss of the balance is recognized in the income statement.


The value in use of the asset is the realizable value of the estimated future cash flow from its continuous use and the sale at the end of the useful life based on an interest rate before tax in accordance with the usual market conditions and adapted to the specific risks of the asset. If for the individual asset no separate cash flow can be determined, the value in use is determined on the basis of the next larger unit the asset belongs to and independent cash flows can be identified (the cash generating unit).

The net realizable value is the recoverable amount less selling costs that can be obtained for the asset in an arm’s length transaction between independent third parties.

If an impairment loss is eliminated at a later time, the amount of the reversal of the impairment loss (except in the case of goodwill) is recognized as income in the income statement up to the lower of amortized original cost and value in use.

For the impairment of goodwill please refer to intangible assets and tangible assets.

Employee benefitsThe Austrian group companies set up appropriate provisions for future severance pay obligations. Under national law in case of dismissal or upon attainment of retirement age, employees whose employment started prior to 1 January 2003 are entitled to a one-off severance payment. The amount of the severance payment depends on the length of service and the compensation level.

The provisions for severance payments at balance sheet date are calculated with the projected unit credit method based on an interest rate of 2.18% (31 Dec 2014: 2.00%) considering a wage and salary increase of 2.20% (31 Dec 2014: 2.30%) and a legal retirement age (graded from 56,5 years to 62 years for women and 62 years for men). The defined benefit obligation is compared to the fair value of the existing planned assets at balance sheet date.

The provisions retirement payments – apply to two managing directors – at balance sheet date are calculated with the projected unit credit method based on an interest rate of 2.18% considering a wage and salary increase of 2.20% and a legal retirement age (65 years for men). The defined benefit obligation is compared to the fair value of the existing planned assets at balance sheet date.

The effects from the revaluation of the defined benefit obligation at the respective balance sheet date (actuarial profit or loss) are recognized in the other comprehensive income of the IAS 19 provision; a reclassification in the income statement at a later date is not possible. The interest from the allocation of the obligation is reported as interest expenses in the financial result. The revaluation includes the actuarial profits and losses, the income from planned assets (without interest) and effect of an asset ceiling (without interest). The group determines the net interest expenses (income) on the net debt (asset) from defined benefit plans for the reporting period by using the discount factor used for the valuation of the defined benefit plans at the beginning of the annual reporting period. This discount factor is used for the net debt (asset) from defined benefit plans at the specified date. Changes of the net debt (asset) from defined benefit plans that arise from contribution payments during the reporting period are considered. Net interest expenses and other expenses for defined benefit plans are recognized in the income statement.


For all employees whose contracts started after 1 January 2003 the employer has to pay monthly contributions into a company employee benefit fund. The employer is not obliged to any additional legal or voluntary severance payments apart from that and does not have to set up provisions for this defined contribution plan. In the business year 2015 expenses amounted to € 56k (31 Dec 2014: € 12k).

Anniversary bonuses are granted on the basis of collective bargaining agreements and considered other long-term employee benefits. The calculation of the defined benefit obligation is based on an interest rate of 2.18% (31 Dec 2014: 2.00%) and an expected salary increase of 2.20% (31 Dec 2014: 2.30%). The entry date corresponds to the legal retirement age (reference to section “Provisions for severance payments”). The effect from the revaluation of the obligations at balance sheet date (actuarial profit or loss) is recognized in the consolidated income statement.

Short-term accruals from personnel (e. g. leave, overtime or compensation time) are reported in other liabilities.

ProvisionsProvisions are accrued in the amount required by entrepreneurial judgment at the balance sheet date to cover future payment obligations, recognizable risks and uncertain obligations of the group based on past events. Provisions are recognized at an amount which determines the best possible estimate of the expenditure needed to fulfil the obligation.

If the present value based on the customary interest rate differs considerably from the nominal value, the present value of the obligation is recognized

Accrual of deferred taxesDeferred taxes are considered for all temporary valuation and accounting differences between the tax balance sheet and the IFRS balance sheet of the individual companies and for consolidation processes causing temporary differences. Deferred taxes from the first time adoption of a goodwill, asset or debt in a business case, which is not a merger and does not affect the profit or the taxable profit at the time of transaction, are exempted. The tax liability is determined in accordance with IAS 12 “Balance Sheet Liability” method.

Deferred taxes for losses carried forward are formed if they are used within a manageable period of time. The calculation of the tax liability is based on the interest tax rate of the respective country at the time of the reversal of the valuation difference. Future changes of the interest tax rate are considered only if the change of the interest tax rate is valid or announced at the time of the balance sheet was set up.

DebtsLiabilities to financial institutions and trade liabilities as well as other liabilities are recognized at cost in the category “Financial liabilities at amortized cost”. Financial debts are recognized upon inflow with their actual amount. Premiums, discounts and other differences between the amount received and the redemption amount are reported using the effective interest method for the financing period and reported in the financial result.


Trade payables are measured at the fair value of the goods or services received. Receivables are recognized at amortized cost. Other receivables not resulting from inter-company transactions are reported with their redemption amount.

Estimates and uncertainties in cases of discretionary decisions and assumptionsTo a certain extent, estimates and assumptions have to be made in the consolidated financial statements. These estimates have an impact on the balance sheet assets and liabilities, the disclosure of contingent liabilities at the balance sheet date, and the reporting of expenses and income in the abridged business year. The subsequent actual amounts may then differ from such estimates.

Uncertainties exist in particular:− on the evaluation of goodwill;− on the evaluation of receivables and inventories;− on the recognition and evaluation of long-term employee benefit obligations, provisions for guarantees,

warranties and impending losses;− the assessment of the realizability of deferred taxes.

Assumptions are made to conduct the impairment of goodwill. At balance sheet date goodwill amounted to € 2,907k (31 Dec 2014: € 0). The annual impairment tests and sensitivity analysis is described in the accounting and valuation methods.

The evaluation of receivables is based on the assumption of recoverability. The criteria used by the management for the assessment of recoverability are the customer’s credit quality, the maturity structure of the receivable balances and experience related to the write-offs of receivables in the past and the changes in terms and conditions of payment. If the financial situation of the customers worsens the total amount of the actual write-offs may exceed the amount of the expected write-offs. At balance sheet date receivables in the amount of € 3,168k (31 Dec 2014: € 1,217k) were recorded. Further details are included in note (16) ”Trade receivables and other receivables“ to the consolidated financial statements.

The evaluation of inventories is based on the estimation of the recoverable amount and the intrinsic value of inventories. Statistical values on duration of storage and the product specific decline of the price are the basis for impairment. At balance sheet date inventories in the amount of € 5,116k (31 Dec 2014: € 3,034k) were recorded. Further details are included in note (15) “Inventories” to the consolidated financial statements.

The expenses for long-term employee benefit obligations (from the regulations for pensions, severance and phased retirement obligations and anniversary bonuses) are calculated with actuarial methods based on assumptions of discount rate, life expectancy, wage- and salary increases, fluctuation rates and expected income from plan assets. If the parameters develop considerably different than expected it might impact on the amount of the future obligations. At balance sheet date obligations for severance payments amounted to € 596k (31 Dec 2014: € 550k), for anniversary payments to € 158k (31 Dec 2014: € 114k) and for retirement payments of € 18k (31 Dec 2014: € 0). Further details are included in note (23) “Personnel obligations” to the consolidated financial statements.


Uncertainties regarding provisions exist in particular regarding litigation provisions, warranty risks and impending losses. The litigation provisions are based on the assumptions of lawyers, warranty risks are calculated based on past experience, which may result in uncertainties. At balance sheet date litigation provisions in the amount of € 20k (31 Dec 2014: € 169k) existed. The development of provisions is reported in note (24) “Provisions” to the consolidated financial statements.

Deferred taxes are recognized to the extent that it is probable they can be used in future periods. To evaluate the probability the future utilization various factors e. g. past earnings, operational planning, loss carryforward periods and tax planning strategies must be taken into account. If actual results deviate negatively from these estimates, this could lead to a depreciation of the deferred tax assets in the income statement. At balance sheet date deferred taxes in the amount of € 186k (31 Dec 2014: € 199k) were activated. Further details are included in note (14) “Deferred tax assets and tax liabilities” to the consolidated financial statements.

(IV) NOTES TO THE CONSOLIDATED INCOME STATEMENT

The consolidated income statement is set up using the cost of sales method.

(01) Sales per regionSales revenues are recognized after the transfer or risk and/or at the time the service is performed less discounts and customer bonuses. The percentage of completion method is not applied due to the nature of the manufactured products.

in €k 1 Jan 2015– 1 Oct 2014– 31 Dec 2015 31 Dec 2014

Austria 10,315 1,499Germany 7,273 858Switzerland 1,372 246Norway 453 192Romania 386 0Slovakia 395 0Czech Republic 308 0France 194 31Slovenia 287 61Finland 187 2Other Europe 2,488 534North America 148 0Asia 446 0Other 315 0 24,567 3,423

For sales revenues per product group please refer to note (33) “Segment reporting” to the consolidated f inancial statements.


(02) Cost of goods sold


Cost of materials and expenses for purchased services (14,978) (1,762)Personnel expenses (4,295) (734)Depreciation and amortization of tangible assets and intangible assets (589) (97)Other operating expenses (2,389) (315) (22,251) (2,908)

(03) Distribution expenses


Cost of materials and expenses for purchased services 0 (15)Personnel expenses (551) (83)Depreciation and amortization of tangible assets and intangible assets (20) (3)Other operating expenses (532) (117) (1,103) (218)

(04) Research and development expenses


Cost of materials and expenses for purchased services 0 0Personnel expenses (185) (18)Depreciation and amortization of tangible assets and intangible assets (8) 0Other operating expenses (24) 0 (217) (18)

(05) Administration expenses


Cost of materials and expenses for purchased services (56) (110)Personnel expenses (2,916) (604)Depreciation and amortization of tangible assets and intangible assets (153) (44)Other operating expenses (2,190) (371) (5,315) (1,129)

The personnel expenses for business year 2015 amount to € –7,947k (31 Dec 2014: € –1,439k).

(06) Expenses for the auditor

The expenses for the auditor KPMG Austria GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft in business year 2015 amount to € 60k (31 Dec 2014: € 35k). Other audit related services amount to € 6k (31 Dec 2014: € 0).

63UIAG ANNUAL REPORT 2015NOTES TO THE CONSOLIDATED INCOME STATEMENT

(07) Other administrative incomeThe other administrative income in the amount of € 1,754k (31 Dec 2014: € 13k), includes other income in t he amount of € 509k (31 Dec 2014: € 13k), income from asset disposal in the amount of € 45k and € 1,200k from provisions.

The other administrative expenses include € 143k (31 Dec 2014: € 0) from other expenses.

(08) Income from associated companies recognized at equity


All for One Steeb AG 2,667 389LCS Holding GmbH 478 0 3,145 389

(09) Other financial and participation result


Dividend payment of Pankl Racing Systems AG 143 0Other (2) (7) 141 (7)

(10) Tax income/expensesTaxes on income and earnings, which are paid or owed by the various companies as well as deferred taxes, are recognized as tax expenses.


Actual tax expenses according to income statement (65) (1,266)Deferred taxes according to income statement 10 1,370 (55) 104

During the period of 1 January 2015 through 31 December 2015 no aperiodial taxes arose.

The Austrian companies in the group are subject to a corporation tax rate of 25.0%. The tax rates applied for the calculation of deferred taxes on group level was 25.0%.

In accordance with the group and tax compensation agreement of 30 July 2014 Unternehmens Invest AG, Wels, Austria, was included in accordance with article 9 KStG (Corporate Tax Act) into the group parent community of Knünz GmbH, Dornbirn, Austria. The taxable results of the group members are attributed to the group parent. A taxable revenue adjustment between the group parent and the group members is administered by tax compensation agreements.


The difference between the calculative tax expenses (profit before tax multiplied with the expected tax rate of 25%) and tax expenses for the abridged business year in accordance with the group income statement can be broken down as follows.

Tax reconciliation in €k 1 Jan 2015– 1 Oct 2014– 31 Dec 2015 31 Dec 2014

Profit before tax 637 (429)Group tax rate 25.00% 25.00%Tax income/expenses based on the group tax rate (159) 107

Different foreign tax rate (17) (2)Non tax deductable 36 4Tax exempt income 300 0Tax exempt income from shareholdings 319 0Other effects 163 (8)Change of the permanent difference from equity shareholdings 0 97Effects from losses carried forward (692) (96)Tax expenses form previous periods 2 1Effects minimum tax (7) 1Tax income/expenses recognized in the income statement (55) 104Actualtaxrate (8.67%) 24.24%

(V) NOTES TO THE GROUP BALANCE SHEET

(11) Intangible assets, tangible assets and leasingA detailed classification of the intangible assets summarized in the group balance sheet, as well as the tangible assets and their development in business year 2015 and the comparable reporting period can be found in the consolidated assets schedule (see attachment 1 “Schedule of movements in the consolidated assets” to the consolidated financial statements).

From the first consolidation of MLU Monitoring für Leben und Umwelt GmbH and Begalom GmbH the following goodwill was recorded.

in €k 31 Dec 2015 31 Dec 2014

MLU 1,560 0Begalom 1,347 0 2,907 0

Goodwill impairment testsIn accordance with IFRS 3 goodwill shall not be subject to scheduled amortization but to an annual impairment test – whether or not impairment is indicated. The impairment test compares the recoverable amount of a cash generating unit (CGU) to the carrying amount including goodwill, corresponding to the higher of the net selling price or value in use.

65UIAG ANNUAL REPORT 2015NOTES TO THE GROUP BALANCE SHEET

For the impairment tests the group’s goodwills were allocated to the following cash generating units:

in €k 31 Dec 2015 31 Dec 2014

MLU 1,560 0Begalom 1,347 0 2,907 0

To determine the recoverable amount of the cash generating units the capital value oriented discounted cash flow method was used. Based on cash flows derived from the current mid-term planning for the next three business years (see section (III) “Accounting and valuation methods”).

MLUThe recoverable amount calculated based on discounted future cash flows of CGUs exceeds the carrying amount of the CGU by € 1,266k.

Cash flow forecasts included specific estimates for three years and a perpetual growth rate. The value in use was calculated based on the following assumptions:

31 Dec 2015 31 Dec 2014

Discount rate 12.13% 0.00%Sustainable growth rate 1.00% 0.00%

The discount rate was caluclated based on average weighted capital cost of a peer group of the CGU.

BegalomThe recoverable amount of the CGU is based on its value in use discounted from planned future cash flows that are based on the continuous use of CGUs.

The determined recoverable amount exceeds the carrying value of the CGU by € 227k.

Cash flow forecasts included specific estimates for three years and a perpetual growth rate. The value in use was calculated based on the following assumptions:

31 Dec 2015 31 Dec 2014

Discount rate 11.22% 0.00%Sustainable growth rate 1.00% 0.00%

The discount rate – based on average weighted capital cost of a peer group of Begalom GmbH – is an after tax indicator.


LeasingBesides operative leasing as lessee also finance leasing was used. The non-current assets include the following assets held under finance leasing agreements.

in €k 31 Dec 2015 31 Dec 2014

Technical equipment and machinery (= total acquisition cost) 665 517Accumulated depreciation (291) (283)Carrying amount 374 234

The following lease obligations from finance lease agreements exist at the respective balance sheet date.

in €k 31 Dec 2015 31 Dec 2014

In the subsequent year 128 78Between 1 and 5 years 278 190More than 5 years 0 0Future minimum leasing payments 405 268

Less interest (20) (10)Cash value of future minimum leasing payments 386 258

The use of tangible assets that are not included in the consolidated balance sheet produced rent and leasing expenses in the amount of € 121k (31 Dec 2014: € 40k) in the business year. The listed expenses do not include contingent rental payments or payments from subtenancies.

The following operating leasing obligations exist from leasing, rent and tenancy agreements at the respective balance sheet date:

in €k 31 Dec 2015 31 Dec 2014

In the subsequent year 414 111Between 1 and 5 years 1,360 324More than 5 years 20 4 1,794 439

The operating leasing obligations mainly include leasing cost for automobiles and forklifts as well as for buildings.

Neither impairments nor reversals from impairments were reported in the business year. Considerable insurance indemnification for impaired assets did not arise.

(12) Financial assets recognized at equityShareholdings in associated companies are reported as follows.

in €k 31 Dec 2015 31 Dec 2014

All for One Steeb AG 22,869 21,282LCS Holding GmbH 3,162 2,928 26,031 24,210


All for One Steeb AG is recognized as associated company. UIAG Group holds a share of 25.07%. Additionally UIAG holds 30% of LCS Holding GmbH (see attachment 2 “Schedule of equity interests” to the consolidated financial statements).

As explained in the consolidation methods All for One Steeb AG is included with the results as of 30 Septem- ber 2015 and LCS Holding GmbH with the results as of 31 December 2015 into the UIAG Group. The following table shows the consolidated information for the associated companies.

All for One Steeb AGin €k 30 Sep 2015 30 Sep 2014

Goodwill 19,990 19,184Other intangible assets 45,694 47,126Tangible assets 9,876 8,615Other non-current assets 7,607 5,448Trade receivables 36,262 32,972Cash and cash equivalents 41,041 33,347Other current assets 7,507 7,552

Non-current provisions 34 1,432Non-current finance liabilities 21,520 37,236Deferred tax liabilities 14,815 15,228Other non-current liabilities 14,825 5,719Trade payables 10,948 9,276Other current liabilities 52,030 33,259Net profit 53,805 52,094

Share of non-controlling interest 89 4,706Share of net profit attributable to the shareholders of the parent company 53,716 47,388Share of UIAG Group (25.07%) of the net profit 13,467 11,880Goodwill 9,401 9,401Share of assets recognized at equity 22,869 21,282

in €k 1 Oct 2014– 1 Jul 2015– 30 Sep 2015 30 Sep 2014

Revenues 241,592 56,331Profit after tax 11,436 3,069Other income that can never be reclassified to the income statement (1,008) 0Other income that can be reclassified to the income statement 186 (612)Comprehensive income 10,614 2,457Comprehensive income of majority holders 10,638 2,364


in €k 1 Oct 2014– 1 Jul 2015– 30 Sep 2015 30 Sep 2014

Share of UIAG Group (25.07%) of the total profit (including other adjustments and shifts in shareholdings) 2,667 389Share of UIAG Group (25.07%) of the other income that can never be reclassified to the income statement (253) 0Share of UIAG Group (25.07%) of the other income that can be reclassified to the income statement 47 0

Dividends received in the reporting period 874 0

LCS Holding GmbHin €k 31 Dec 2015 31 Dec 2014

Goodwill 293 0Other intangible assets 46 39Tangible assets 5,996 5,658Other non-current assets 31 55Trade receivables 1,228 2,632Cash and cash equivalents 1,195 279Other current assets 10,377 11,526

Non-current provisions 1,146 928Non-current financial liabilities 4,776 4,782Deferred tax liabilities 193 174Other non-current liabilities 772 1,290Other current liabilities 4,968 6,482Net income 7,311 6,532

Share of net income attributable to the parent company 7,311 6,532Share of net income attributable to UIAG Group (30.00%) 2,193 1,960Goodwill 968 968Share of associated companies 3,162 2,928

in €k 1 Jan 2015– 31 Dec 2015

Revenues 17,643Income after tax 1,596Other income that can never be reclassified to the income statement 44Total income 1,639Total income of majority shareholders 1,639

Share of income after tax attributable to UIAG Group (30.00%) 478Share of UIAG Group (30.00%) of the other income that can never be reclassified to the income statement 13

Dividends received in the reporting period 257


As explained in the acquisition and transfer agreement between Knünz GmbH and Unternehmens Invest AG, the profit from LCS Holding GmbH from 2013 and 2014 will be transferred from UIAG to Knünz GmbH as contingent consideration. Please refer to note (36) “Related party disclosures” of the consolidated financial statements for further information.

(13) Other non-current assetsThe item “other financial assets” can be broken down as follows:

in €k 31 Dec 2015 31 Dec 2014

Non-consolidated subsidiaries and financial assets not recognized at equity 35 70Shares in Pankl Racing Systems AG 8,749 8,627Re-insurance 0 136Loans to GANTNER Seilbahnbau GmbH 1,000 1,000Loans to LCS Cable Cranes GmbH 1,000 1,000Other 23 0Other financial assets 10,807 10,833

Other non-financial receivables 26 0 10,833 10,833

As at 31 December 2015 shareholdings in the affiliated companies UIAG Automotive Beteiligungs GmbH (€ 35k) are included. Additionally the shareholdings of Pongratz s.r.o., Czech Republic, MLU d.o.o., Serbia, and MLU Müszaki és Környezetvédelmi Mérnöki Iroda Kft., Hungary, are – recognized with a value of € 0 – included. For further information on the financial assets refer to note (30) “Disclosures to financial instruments” to the consolidated financial statements.

For further information to the group shareholdings refer to attachment 2 “Schedule of equity interests” to the consolidated financial statements.

(14) Deferred tax assets and tax liabilitiesAccording to the balance sheet liability method for determining deferred taxes pursuant to IFRS, deferred tax assets and liabilities for the material balance sheet items are as follows:

in €k 31 Dec 2015 31 Dec 2014 Assets Liabilities Assets Liabilities

Tangible assets 4 0 4 0Intangible assets 0 (223) 0 0Other non-current assets 0 (345) 0 (263)Inventories 37 0 0 0Other receivables and assets 33 0 27 0Financial liabilities 3 0 3 0Personnel liabilities 129 0 159 0Other liabilities 0 (2) 6 0 206 (570) 199 (263)

Balancing (20) 20 0 0Balance sheet disclosure 186 (550) 199 (263)


The deferred tax liability changed in the business year as follows:

in €k 31 Dec 2015 31 Dec 2014

Deferred taxes (net) at the beginning of the period (64) (1,393)Recognition in the other comprehensive income (86) (46)Deferred taxes recognized in the income statement 10 1,375Acquisitions (223) 0Deferred taxes (net) at the end of the period (364) (64)

The change of the temporary differences in the other comprehensive income is as follows:

in €k Change Deferred in equity tax

Total 349 (87)thereofotherfinancialassets(AfS) 321 (80)

thereofcurrencyexchange 4 (1)

thereofactuariallosses 24 (6)

For the temporary differences from the shareholdings in subsidiaries and in financial assets recognized at equity in the amount of € 1,155k (31 Dec 2014: € 228k) no deferred tax accruals were set up according to IAS 12.39.

Because of previous losses and the current economic situation of Pongratz Trailer-Group GmbH loss carry forwards were not capitalized. The non-capitalized loss carry forwards are dispersed within the companies of the Pongratz Group as follows:

in €k Not activated Expiration date

Pongratz Trailer-Group GmbH 4,065 IndefinitePongratz s.r.o. 401 Within the next 4 yearsMLU-Monitoring für Leben und Umwelt Ges.m.b.H. 233 Indefiniterecordum Messtechnik GmbH 2,339 IndefiniteBegalom GmbH 1,722 IndefiniteLoss carry forwards (gross) 8,760

(15) Inventories

in €k 31 Dec 2015 31 Dec 2014

Raw materials and supplies 2,634 1,942Unfinished goods 1,269 870Finished goods and merchandise 1,198 222Advance payments made 15 0 5,116 3,034

The change in impairment of inventory recognized in the income statement in the business year amounted to € –270k (31 Dec 2014: € –176k).

At balance sheet date no inventories were pledged as security.


(16) Trade receivables and other receivablesTrade receivables and other receivables include the following assets:

in €k 31 Dec 2015 31 Dec 2014

Trade receivables 2,591 940Receivables from affiliated companies 2 0Other receivables and advance payments 575 277 3,168 1,217

The development of the value adjustments of trade receivables and other receivables is as follows:

in €k 31 Dec 2015 31 Dec 2014

At the beginning of the period 149 514Allocation 91 143Reversal (71) (87)Usage (60) (421)At the end of the period 109 149

The analysis of the overdue but not impaired receivables shows the following:

in €k 31 Dec 2015 31 Dec 2014

Trade receivablesOverdue not impaired receiveables Overdue up to 30 days 452 397 Overdue between 31 and 60 days 71 47 Overdue between 61 and 90 days 41 44 Overdue more than 90 days 253 117 817 605Receivables impaired or not past due Receivables not past due 1,774 483 Receivables impaired Receivables gross 109 (148) Itemized valuation allowance (109) 0 Carrying amount of impaired receivables 0 (148) 1,774 335 2,591 940Other receivablesOverdue not impaired receivables 8 35 Overdue up to 90 days 0 16 Overdue more than 90 days 0 0Impaired receivables Receivables gross 0 0 Itemized valuation allowance 0 0 Carrying amount of impaired receiveables 0 0 8 51

Receivables that are no financial instruments 567 226 575 277


With regard to the receivables that are neither impaired nor past due, loans and other receivables, there were no indications as of the balance sheet date that the debtors will not be able to meet their payment obligations.

Expenses for the total write-off of receivables in the business year 2015 amounted to € –82k (31 Dec 2014: € 0).

Trade receivables in the amount of € 1,065k (31 Dec 2014: € 680k) are pledged as security.

(17) Other current assetsThe other current assets include a bond in the amount of € 2,888k (31 Dec 2014: € 2,883k) and shares of a fund in the amount of € 3,673k (31 Dec 2014: € 0) are classified as “available for sale”.

(18) Cash and cash equivalentsCash and cash equivalents include cheques, cash on hand and cash in bank, with a maturity time of less than three months.

(19) EquityThe total equity of Unternehmens Invest AG amounts to € 30,897,500 and is paid in fully. The equity is divided into 4,250,000 no par value shares with a pro rata share of the equity of € 7.27 per share.

(20) Reserves including group profitThis item comprises basically the yearly profit and the reserves, including profit/loss carry forwards of Unter- nehmens Invest AG and the consolidated subsidiaries unless they are eliminated by capital consolidation.

The “available for sale” reserve comprises the fair value evaluation of the assets held for sale. The IAS 21 reserve includes all foreign currency differencies from the translation of foreign currency financial statements. IAS 19 reserve includes actuarial losses from defined benefit obligations. Additionally, the consolidated profit includes accumulated actuarial profits and losses, recognized in the other comprehensive income.

(21) Non-controlling shareholdingsThe interests of non-controlling shareholders are the shares held by minority interests of the total equity of the group.

The non-controlling shares changed in the business year 2015 due to the share of profit attributed to first time consolidation of UIAG Holding GmbH to the minority interests, from the acquisition of MLU and Begalom and to the minority interest’s share of the annual result.

The following table shows the details to all subsidiaries of the group with substantial non-controlling shares.


in €k MLU Begalom Other Intra- Total Group Group individually group non- elimina- substantial tions subsidiaries

Percentageofnon-controllingshares 57.4% 40.0%

Non-current assets 1,724 976Current assets 2,163 1,536Non-current liabilities (2,008) (1,074)Current liabilities (1,182) (836)Net income 697 602Carrying amount of non-controlling shares 400 241 192 (41) 792

Revenues 3,612 2,602Profit or loss (630) (506)Other income 0 0Comprehensive income (630) (506)Losses attributable to non-controlling shares (362) (202) 35 0 (599)Result attritbutable to non-controlling shares 0 0 1 0 1

Cash flows from operating activities (1,123) (597)Cash flows from investment activities (16) (66)Cash flows from financial activities 1,144 (60)Dividends to non-controlling shares 0 0Net increase/net decrease of cash 5 (723)

(22) Non-current financial liabilitiesThis item includes financial liabilities with a remaining maturity time of more than one year and can be broken down as follows:

in €k 31 Dec 2015 31 Dec 2014

Loans 2,133 1,109Obligations from finance leasing 268 184Other non-current financial liabilities 1,189 0 3,590 1,293

(23) Personnel obligationsPersonnel obligations consist of the following:

in €k 31 Dec 2015 31 Dec 2014

Obligations for severance payments 596 550Provisions for anniversary bonuses 158 114Pension provisions 18 0 772 664


The provisions for severance payments developed as follows:

in €k 31 Dec 2015 31 Dec 2014

Projected benefit obligations as at 1 January 550 523Addition changes in consolidation scope 77 Service costs 50 6Interest expenses 12 3Severance payments (73) (9)Actuarial effects from the change of financial parameters (18) 27Actuarial effects from experience adjustments (2) 0Projected benefit obligations as at 31 December 596 550

The weighted average maturity of the defined benefit obligations (duration) is 12.35 years (31 Dec 2014: 12.42 years). The discounting rate is the yield that can be achieved on the market at balance sheet date for first-rate fixed-income corporate bonds.

The employee fluctuation is determined at the individual company level in consideration of age and service time. The actuarial assessments are based largely on country-specific mortality tables. The earliest possible statutory retirement age of each country is specified as retirement age.

A change in the technical interest rate respectively a salary increased had the following impact on the amount of the defined benefit obligation as per 31 December 2015 if all other parameters remained constant:

31 Dec 2015 31 Dec 2014

Interest rate +0.5% (5.87%) (5.90%)Interest rate –0.5% 6.38% 6.43%Salary increase +0.5% 6.34% 6.37%Salary increase –0.5% (5.89%) (5.91%)

Expenses for defined contribution plans included in the expenses for severance compensation amount to € 50k (31 Dec 2014: € 12k) in the business year.

In the upcoming reporting period (1 January 2016 to 31 December 2016) payments for defined contribution plans in the amount of € 54k are expected.

Anniversary bonuses developed in the business year as follows:

in €k 31 Dec 2015 31 Dec 2014

Cash value of anniversary bonuses as at 1 January 114 107Changes in the consolidation scope 31 0Service costs 7 2Interest expenses 2 1Anniversary bonus payments (6) 0Actuarial effects from the change of financial parameters 12 4Actuarial effects from experience adjustments (2) 0Cash value of anniversary bonuses as at 31 December 158 114


Pension provisions developed in the business year as follows:

in €k 31 Dec 2015

Cash value of pension provision as at 1 January 0Changes in the consolidation scope 138Service costs 7Interest expenses 2Actuarial effects from the change of financial parameters (1)Cash value of pension provisions as at 31 December 146

Fair value of the planned assets as at 1 January (118)Interest income from planned assets (1)Gross contribution to the planned assets (9)Fair value as at 31 December (128)Net debt as at 31 December 18

A change in the technical interest rate respectively an increased retirement payment had the following impact on the amount of the defined benefit obligation as per 31 December 2015 if all other parameters remained constant:

31 Dec 2015 31 Dec 2014

Interest rate +0.5% (14.77%) 0.00%Interest rate –0.5% 17.64% 0.00%Retirement payment increase +0.5% 7.17% 0.00%Retirement payment increase –0.5% (6.53%) 0.00%

The weighted average term of defined obligations is 32.52 years (31 Dec 2014: 0 years). The discount rate is the yield achievable at the balance sheet date for first-rate fixed-income corporate bonds.

(24) Provisions

in €k As at Changes Addition Usage Reversal At at 31 Jan 2015 in con- 31 Dec 2015 solidation scope

Provisions for risks from the investment portfolio 1,200 0 0 0 (1,200) 0Litigation provisions 169 22 0 (86) (85) 20Other provisions 137 204 409 (372) (33) 345 1,506 226 409 (458) (1,318) 365thereofcurrent 1,337 204 333 (372) (1,233) 269

thereofnon-current 169 22 76 (86) (85) 96


(25) Current financial liabilitiesThese include all financial liabilities with a remaining maturity time of less than one year and can be broken down as follows.

in €k 31 Dec 2015 31 Dec 2014

Advance on current account and loans 1,644 1,780Obligations from finance leasing 118 74Other current financial liabilities 414 0 2,176 1,854

(26) Trade payables and other liabilitiesTrade payables and other liabilities with a remaining maturity term of the less than one year can be broken down as follows:

in €k 31 Dec 2015 31 Dec 2014

Trade payables 1,136 643Liabilities to affilliated companies 3 1,461Tax liabilities 410 110Social security liabilities 616 455Other liabilities and advance payments 1,157 465 3,322 3,134

(27) Non-current assets held for sale and liabilitiesOn 19 August 2014 Pongratz Trailer-Group GmbH announced that the production sites of Köllach and Traboch (both in Austria) will be merged. The head office was moved to Traboch in 2015, the technical equipment was divided between the sites Traboch and Modra, Slovakia. The estate in Köllach with its administrative build-ings and production shed will be sold in business year 2015. The buildings including office equipment and furniture are already written-off completely. Consequently the estate and the estate loan are classified as held for sale and reported separately in the current assets and current liabilities. The estate in Köllach was sold in the fourth quarter 2015.

Assets held for sale and liabilities at the balance sheet date can be broken down as follows:

in €k 31 Dec 2015 31 Dec 2014

AssetsTangible assets 0 300Other interests 0 0Assets held for sale 0 300

LiabilitiesFinancial liabilities 0 302Liabilities held for sale 0 302


(VI) FINANCIAL INSTRUMENTS AND FINANCIAL RISKS

(28) Financial risksWithin the scope of its economic business operations UIAG Group is subject to financial risks that may influence the financial and earnings position:

A credit risks exists for the UIAG Group if the business partners cannot meet their contractual obligations and the value of the assets is affected. The risk from trade receivables is low as the credit worthiness of existing and new customers is continuously monitored.

Since no netting agreements and guarantees exist the total amounts recorded under assets therefore represent the maximum credit and default risk.

The analysis of the due term structure of the non-current receivables, impact and development of impairments is shown in note (16) “Trade receivables and other receivables” to the consolidated financial statements.

The currency risk develops from the invoicing of deliveries and services in a foreign currency (CHF solely). For UIAG Group a considerable currency risk does not exist, as only a minor share of receivables is invoiced in a foreign currency.

External funding in a foreign currency does not exist.

A sensitivity analysis shows the effects of exchange rate fluctuations on the profit after tax and consolidated equity is included in note (30) “Disclosures to financial instruments” to the consolidated financial statements.

Interest rate risks that are value changes of primary and derivative financial instruments or future payments from a financial instrument because of changes of the market interest rate exist for UIAG Group mainly from assets and liabilities whose maturity time is longer than one year. These longer maturity times are only important for financial assets and liabilities.

A sensitivity analysis showing the effects of interest rate changes on the profit after tax and the consolidated equity is included in note (30) “Disclosures to financial instruments” to the consolidated financial statements.

Liquidity riskThe analysis of due dates for the payment of financial liabilities agreed in contracts is shown in note (30) “Dis- closures to financial instruments” to the consolidated financial statements. The financing is controlled centrally, loans are mainly taken out by Pongratz Trailer-Group GmbH and Begalom GmbH. Mainly short-term cash advances that are prolonged regularly are used.

(29) Equity managementThe consolidated equity of UIAG Group is controlled by the management based on the IFRS-consolidated equity. For individual companies the equity levels determined under local law are monitored. Important key figures are the equity ratio and the gearing ratio.

The management aims for a sustainable double-digit equity ratio, determined according to economic principles as a medium-term financial benchmark. Because of the group’s growth ratio the generated profits are retained and not distributed completely in the mid-term.


(30) Disclosures to financial instrumentsThe group’s primary financial instruments are mainly financial investments, trade receivables and trade payables, cash equivalents, finance receivables, financial liabilities and other receivables and liabilities.

The balance of primary financial instruments is reported in the consolidated balance sheet.

All financial liabilities are taken out in Euro, therefore the current and non-current financial liabilities are not subject to exchange or interest rate risks from foreign currencies..

Classification and fair valueThe fair value of financial instruments is determined by listed market prices for the identical instrument in active markets (level 1). In case no listed market price on active markets is available, the fair value is determined by valuation methods, whose parameters are based on monitorable market data (level 2). Otherwise the deter-mination of the fair value is based on valuation methods whose parameters are not based on monitorable market data (level 3).

The following table shows carrying amounts and fair values of the financial assets (financial instruments on the assets side), broken down by class and measurement category in accordance with IAS 39. It does not provide information for financial assets not measured at the fair value, if the carrying amount constitutes a reasonable approximate value of fair value.

in €k Carrying Fair Level 1 Level 2 Level 3 amount value

31 December 2015At amortized costCash and cash equivalents 29,295Trade receiveables 2,591Other non-current assets 2,000Other receivables 32

Fair value (AfS)Other non-current assets 8,749 8,749 XOther current assets 6,561 6,561 X

At cost (AC)Other non-current assets 36 49,264 15,310At amortized cost (FLAC)Loans 3,777Other financial liabilities 1,603Liabilities from finance leasing 386Trade payables 1,136Liabilities to affiliated companies 1,356Other liabilities 222 8,480

UIAG ANNUAL REPORT 2015FINANCIAL INSTRUMENTS AND FINANCIAL RISKS

79

in €k Carrying Fair Level 1 Level 2 Level 3 amount value

31 December 2014At amortized costCash and cash equivalents 41,799Trade receivables 940Other non-current assets 2,000Other receivables 50

Fair value (AfS)Other non-current assets 8,627 8,627 XOther current assets 2,883 2,883 X

At cost (AC)Other non-current assets 70 56,369 11,510At amortized cost (FLAC)Loans 2,889Liabilities from finance leasing 258Trade payables 643Liabilities to affiliated companies 2,876Other liabilities 149

Held for saleLoans 302 302 X 7,117 302

The fair value of loans, liabilities from lease and other financial investments corresponds to the customary, variable interest rate of the carrying amounts. Receivables and other assets as well as trade payables and other liabilities correspond largely to their fair value due to the short-term nature of the carrying amounts. The fair value of shareholdings cannot be determined because of the lack of an active market.

in €k 31 Dec 2015 31 Dec 2014 Categorization Carrying Carrying amount amount

Other non-current assets AC 36 70Other non-current assets AfS 8,749 8,627Trade receivables LR 2,591 940Other non-current assets AfS 6,561 2,883Other non-current assets LR 2,000 2,000Other receivables LR 32 50Cash and cash equivalents LR 29,295 41,799 49,264 56,369

Receiveables that are not considered financial instruments 593 226


in €k 31 Dec 2015 31 Dec 2014 Categorization Carrying Carrying amount amount

Loans FLAC 3,777 2,889Other financial liabilities FLAC 1,603 0Liabilities from financial lease FLAC 386 258Trade payables FLAC 1,136 643Liabilities to affiliated companies FLAC 1,356 2,876Other current and non-current liabilities FLAC 222 149Liabilities held for sale (IFRS 5) FVtPL 0 302 8,480 7,117

Net income per category from financial instruments

in €k Interest Fair value Amorti- Dividend Sale Total valuation zation/ reversal of impairments

1 January 2015 – 31 December 2015Loans and receivables including cash and cash equivalents 157 (1) 40 0 0 196Liabilities from finance leases (14) 0 0 0 0 (14)AfS securities 15 0 0 143 0 158Financial debts at amortized cost (99) (1) 0 0 0 (100) 59 (2) 40 143 0 240

1 October 2014 – 31 December 2014Loans and receivables including cash and cash equivalents 47 0 365 0 0 412Liabilities from finance leases (1) 0 0 0 0 (1)AfS securities 4 0 0 0 0 4Financial debts at amortized cost (24) (2) (5) 0 0 (31) 26 (2) 360 0 0 384

The table shows expenses as negative amounts, income as positive amounts. Interest from financial instru-ments is recognized in the financial result. Amortization of receivables is included into the other administrative expenses. The net result includes only positions that are not recognized in the other income.

81UIAG ANNUAL REPORT 2015FINANCIAL INSTRUMENTS AND FINANCIAL RISKS

Analysis of future cash flows from financial liabilities

in €k Carrying Cash flows Cash flows Cash flows amount 2016 2017–2020 from 2021 Interest Repayment Interest Repayment Interest Repayment

31 Dec 2015Loans 3,777 76 1,644 141 1,472 66 661Other financial liabilities 1,603 26 414 31 493 14 696Trade payables 1,136 0 1,136 0 0 0 0Liabilities to affiliated companies 1,356 0 3 0 1,353 0 0Liabilities from financial lease 386 10 118 10 268 0 0Other liabilities (non-current and current) 222 0 222 0 0 0 0 8,480 112 3,537 182 3,586 80 1,357

in €k Carrying Cash flows Cash flows Cash flows amount 2015 2016–2019 from 2020 Interest Repayment Interest Repayment Interest Repayment

31 Dec 2014Loans 2,889 60 1,780 88 587 63 522Trade payables 643 0 643 0 0 0 0Liabilities to affiliated companies 2,876 0 1,461 0 1,415 0 0Liabilities from financial lease 258 4 74 6 184 0 0Other liabilities (non-current and current) 149 0 149 0 0 0 0Liabilities held for sale (IFRS 5) 302 0 302 0 0 0 0 7,117 64 4,587 94 2,008 63 522

The table includes all financial instruments that are held at the balance sheet date and where payments have already been agreed upon on a contractual basis. Budgeted figures for any additional future financial liabilities are not included. Foreign exchange balances are converted using the exchange rate at the balance sheet date. Variable interest payments are estimated based on the most recent interest rate fixing before the balance sheet date. Financial liabilities repayable at any time are allocated to the group with the shortest maturity.


Sensitivity analysesBasics of sensitivity analysesRegarding material market risks of financial instruments IFRS 7 requires the performance of sensitivity analyses to show the effects that hypothetical changes of relevant risk variables have on the profit and the consolidated equity. The UIAG Group is exposed to foreign currency and interest rate change risks. For these market risks sensitivity analyses were performed.

The relevant balances of financial instruments at balance sheet date were used as basis to determine the effects of the hypothetical change of the risk variables. It was assumed that the risk at balance sheet date essentially represents the risk present during the abridged fiscal year. Risk offset – from the use of derivative financial instruments – was considered.

The group tax rate of 25% was used as tax rate.

The sensitivity analyses for the foreign currency risk included foreign currency risks for financial instruments that are of a monetary nature and denominated in a currency deviating from the functional currency. Exchange rate adjustments from the currency translations of subsidiaries are not considered.

The sensitivity analyses for the interest rate risks is based on the consolidated cash flow risk, since the fair value risk is not relevant because of the valuation and accounting methods.

Interest rate riskA change in the market interest rate level by 50 basic points at the balance sheet date would increase or decrease the profit (after tax) and the consolidated equity as follows. The analysis assumes that the other variables, foreign exchange rates in particular, remain constant.

in €k 31 Dec 2015 31 Dec 2014

Increase by 50 basic points 98 2Decrease by 50 basic points (98) (2)

The sensitivity of the analyses above is solely influenced from financial instruments with variable interest rates (consolidated cash flow risk): Based on the applied accounting methods interest rate fluctuations do not affect financial instruments with a fixed interest rate.

Foreign currency riskIf the Euro had strengthened by 10% at balance sheet date compared to the currencies listed below, the profit (after tax) and the consolidated equity had increased or decreased by the amounts listed below. The analysis is based on the assumption that all other variables, interest rates in particular, remain constant.

in €k 31 Dec 2015 31 Dec 2014

Swiss franc (CHF) 5 /(4) 3 / (3)

If the Euro had devalued by 10% at balance sheet date compared to the currencies listed below, the effect on the profit (after tax) and the consolidated equity were the same but with reversed sign (assuming all other variables remain constant).


(31) Changes in the scope of consolidation/company mergersThe scope of consolidation developed during the abridged business year as following:

Fully At equity consolidated consolidated companies companies

As at 1 January 2015 3 2Additions 7 0Disposals 0 0As at 31 December 2015 10 2

In April 2015 UIAG Holding GmbH acquired 61% of the shares of MLU-Monitoring für Leben und Umwelt Ges.m.b.H. MLU Group is included into the consolidated financial statements as of 1 April 2015.

The first time consolidation of MLU-Monitoring für Leben und Umwelt Ges.m.b.H. and its subsidiaries shows the following result:

in €k 1 Apr 2015

Tangible assets 133Intangible assets 7Inventories 782Receivables and other assets 1,362Cash and cash equivalents 351Current receivables and provisions 2,023Non-current receivables and provisions 1,352Acquired net income (without goodwill) (740)Goodwill 1,560Net income including goodwill 820

Offset for 61% of the shares 567Minority shares on net income (without goodwill) 253 820

Offset for 61% of the shares 567Less cash equivalents acquired (351)Net cash outflow 216

Because of a purchase price allocation the net income acquired changed by € 446k compared to the amount reported in interim report of UIAG as at 30 June 2015. As of 31 December 2015 the full-goodwill method was selected for calculation and includes € 542k not attributable to the non-controlling interests.

In May 2015 UIAG acquired 60% of Begalom GmbH, which were included into the consolidated balance sheet as of 30 June 2015. The first time consolidation of Begalom GmbH and its subsidiaries shows the following result:


in €k 30 Jun 2015

Tangible assets 993Intangible assets 33Inventories 595Receivables and other assets 576Cash and cash equivalents 1,121Current receivables and provisions 1,017Non-current receivables and provisions 1,210Deferred tax liability 2Acquired net income (without goodwill) 1,089Goodwill 1,347Net income including goodwill 2,436

Offset for 60% of the shares 2,000Minority shares on net income (without goodwill) 436 2,436

Offset for 60% of the shares 2,000Less cash equivalents acquired (1,121)Net cash outflow 879

Because of a purchase price allocation the net value differs by € 7k from the figures reported in the UIAG interim report as at 30 June 2015.

Until the 31 December 2015 (9 months) MLU Group contributed € 3,612k to the revenues and € 630k to the losses of the group. Until 31 December 2015 (6 months) Begalom contributed € 2,602k to the revenues and € 506k to the losses of the group. If both groups were acquired on 1 January 2015 the group revenues amounted – according to the estimate of the Management Board – to € 30,545k and the group result amounted to € 205k. The Management Board assumed that the provisionally established adjustments of the fair values determined at the acquisition were also valid if acquired on 1 January 2015.

(32) Consolidated cash flow statementThe consolidated cash flow statement is presented using the indirect method on the basis of the consolidated financial statements.

Cash equivalents include cash and deposits at banks. Short-term bank liabilities are not considered cash equivalents.

The consolidated cash flow statement does not include non-cash effective investment and financing activities.

(33) Segment reportingThe segments of UIAG Group correspond to the individual companies (UIAG, Pongratz Group, UIAG Holding Group, Begalom Group). The Pongratz Group achieves revenues solely from the product group trailers. MLU Group – reported in the UIAG Holding Group – achieves revenues from the sale and maintenance of air monitoring systems. Begalom Group achieves revenues from mould and model making and from small series production.


The segment information are provided according to IFRS standards as applied by the EU.

in €k UIAG Pongratz UIAG Begalom Consoli- Group Group Holding Group dation Group31 December 2015Revenues 0 18,353 3,612 2,602 0 24,567thereofexternal 0 18,353 3,612 2,602 0 24,567

Depreciation (17) (587) (41) (125) 0 (770)EBIT (operating result) (547) (1,027) (626) (508) 0 (2,708)Interest income 420 0 0 0 (244) 176Interest expenses 0 (292) (52) (17) 244 (117)Result from companies recognized at equity 3,145 0 0 0 0 3,145Other finance and participation result 143 (6) 4 0 0 141EBT (profit before taxes) 3,161 (1,325) (674) (525) 0 637

Assets 82,884 13,938 3,855 2,512 (12,447) 90,742Companies recognized at equity 26,031 0 0 0 0 26,031Investment in intangible and tangible assets 12 677 16 80 0 785Liabilities 3,732 11,213 3,817 1,910 (8,500) 12,172

31 December 2014Revenues 0 3,423 0 3,423thereofexternal 0 3,423 0 3,423

Depreciation (8) (136) 0 (144)EBIT (operating result) (498) (329) (10) (837)Interest income 100 1 (50) 51Interest expenses 0 (75) 50 (25)Result from associated companies recognized at equity 389 0 0 389Other finance and participation result 0 (7) 0 (7)EBT (profit before taxes) (9) (410) (10) (429)

Assets 83,364 11,094 (4,407) 90,051Companies recognized at equity 24,210 0 0 24,210Investment 0 284 0 284Liabilities 4,868 8,563 (2,913) 10,518


The distribution of revenues is explained in note (01) “Sales per region” to the consolidated financial statements. The intangible assets and tangible assets are distributed as follows:

in €k Austria Slovakia

31 December 2015Intangible assets 2,981 35Tangible assets 4,214 2,322

31 December 2014Intangible assets 49 14Tangible assets 3,371 2,142

No customer accounted for more than 10% of the group revenues.

(34) Contingent liabilities, third-party liabilities or other financial obligationsObligations from rent, tenancy and lease agreements are reported in note (11) “Intangible assets, tangible assets and leasing” of the consolidated financial statements.

(35) Events after the balance sheet dateUIAG Holding GmbH, a subsidiary of Unternehmens Invest AG, acquired as of 8 February 2016 the remaining 29% of shares of MLU-Monitoring für Leben und Umwelt Ges.m.b.H. and now holds 100% of the company.

(36) Related party disclosuresUIAG Group has a close relationship to its majority holders, Management and Supervisory Board and its affiliated and associated companies (see attachment 2 “Schedule of equity interests” to the consolidated finan-cial statements).

As of 31 December 2015 Knünz Invest Beteiligungs GmbH, Wels, Austria, held 54.03% of the shares of Unternehmens Invest AG. The shares of Knünz Invest Beteiligungs GmbH were held by Knünz GmbH (49.9%) and Robo Invest GmbH (50.1%). 100% of Robo Invest GmbH are held directly by Knünz GmbH. Knünz GmbH – Mr. Rudolf Knünz is the CEO – held another 22.99% of the shares of Unternehmens Invest AG directly. The voting rights of Knünz GmbH executed indirectly via Knünz Invest Beteiligungs GmbH (54.03%) and directly via Knünz GmbH (22.99%) amounted to 77.02% as at 31 December 2015. Nucelus Beteiligungs GmbH – Paul Neumann is the owner and holds 100% – held 14.59% of the shares of Unternehmens Invest AG as at 31 December 2014, the remaining 8.39% of the UIAG shares are free float.

The compensation for the Management Board and the Supervisory Board is explained in note (37) “Corporate bodies and employees” to the consolidated statements. There is no share-based compensation.


The company is advised on legal matters by Haslinger/Nagele & Partner Rechtsanwälte GmbH, Linz, Austria. A partner in Haslinger/Nagele & Partner Rechtsanwälte GmbH, Linz, Austria, Norbert Nagele works as an attorney. Consulting and other services, carried out by Haslinger/Nagele & Partner Rechtsanwälte GmbH, Linz, Austria, were used on standard terms and conditions and approved by the Supervisory Board.

Additionally consultancy services carried out by Mr. Otto Urbanek, Dr. Urbanek Technologie Management GmbH, Ried im Innkreis, Austria, were used on standard terms and conditions and approved by the Supervisory Board.

Transactions with related parties and the amount of balances payable are as follows:

in €k Receivables Liabilities Income Expenses

1 January 2015 – 31 December 2015Haslinger/Nagele & Partner Rechtsanwälte GmbH 0 10 0 56Dr. Urbanek Technologie Management GmbH 0 0 0 54LCS Cable Cranes GmbH 1,000 0 30 0GANTNER Seilbahnbau GmbH 1,000 0 30 0Knünz GmbH 2 1,356 11 0Mr. Rudolf Knünz 10 0 0 0 2,012 1,366 71 110

1 October 2014 – 31 December 2014Haslinger/Nagele & Partner Rechtsanwälte GmbH 0 13 0 13Dr. Urbanek Technologie Management GmbH 0 0 0 0LCS Cable Cranes GmbH 1,000 0 5 0GANTNER Seilbahnbau GmbH 1,000 0 5 0Knünz GmbH 0 2,876 0 1,268 2,000 2,889 10 1,282

All business transactions are agreed at arm’s length prices and on principle do not differ from the conditions for supply and services provided to other companies.

(37) Corporate bodies and employeesAverage number of employees:

31 Dec 2015 31 Dec 2014

Employees 91 39Workers 131 91 222 130


The following individuals were members of the Management Board of Unternehmens Invest AG:– Rudolf Knünz, Chairman– Paul Neumann, Member

The following individuals were members of the Supervisory Board of Unternehmens Invest AG:– Norbert Nagele, Chairman– Manfred DeBock, Deputy Chairman– Günther Apfalter, Member– Otto Urbanek, Member

The compensation for the members of the Management of the companies included into the consolidated financial statements of UIAG Group is as follows:


Short-term benefits 507 128

No stock option plans exist.

Expenses for voluntary severance payments and payments to pension funds are as follows:

in €k 31 Dec 2015 31 Dec 2014

Management 42 17Other employees 43 10 85 27

For the business year 2015 (payment in business year 2016) remuneration of UIAG’s Supervisory Board members in the amount of € 43k will be proposed at the Annual General Meeting in May 2016.

No credits or advances have been granted to the members of the Supervisory Board and the Management Board of UIAG Group as of balance sheet date.

Wels, Austria, 8 April 2016




90

Cost of acquisition or production Accumulated depriciation Carrying amount (net)in €k As at Consoli- Additions Disposals Reclassifi- As at As at Additions Disposals Reclassifi- As at As at As at 1 Jan 2015 dation cations 31 Dec 2015 1 Jan 2015 cations 31 Dec 2015 31 Dec 2015 1 Jan 2015 scope

Intangible assetsGoodwill 0 2,907 0 0 0 2,907 0 0 0 0 0 2,907 0Software and licenses 133 42 18 0 40 233 84 40 0 0 124 109 49Advance payments 14 0 26 0 (40) 0 0 0 0 0 0 0 14 147 2,949 44 0 0 3,140 84 40 0 0 124 3,016 63

Tangible assetsLand 730 0 0 0 0 730 0 0 0 0 0 730 730Buildings 4,949 204 120 (16) 131 5,388 1,480 223 (4) 0 1,699 3,689 3,469Technical equipment, machinery and other equipment 3,380 807 86 (536) 11 3,748 2,247 399 (478) (39) 2,129 1,619 1,133Other equipment, furniture and fixtures 648 110 60 (152) (37) 629 467 91 (113) (11) 434 195 181Prepayments 0 0 475 0 (105) 370 0 17 0 50 67 303 0 9,707 1,121 741 (704) 0 10,865 4,194 730 (595) 0 4,329 6,536 5,513

9,854 4,070 785 (704) 0 14,005 4,278 770 (595) 0 4,453 9,552 5,576

as at 31 December 2015 of UIAG Group, Wels, Austria


SCHEDULE OF MOVEMENTS IN THE CONSOLIDATED ASSETS

91

Cost of acquisition or production Accumulated depriciation Carrying amount (net)in €k As at Consoli- Additions Disposals Reclassifi- As at As at Additions Disposals Reclassifi- As at As at As at 1 Jan 2015 dation cations 31 Dec 2015 1 Jan 2015 cations 31 Dec 2015 31 Dec 2015 1 Jan 2015 scope

Intangible assetsGoodwill 0 2,907 0 0 0 2,907 0 0 0 0 0 2,907 0Software and licenses 133 42 18 0 40 233 84 40 0 0 124 109 49Advance payments 14 0 26 0 (40) 0 0 0 0 0 0 0 14 147 2,949 44 0 0 3,140 84 40 0 0 124 3,016 63

Tangible assetsLand 730 0 0 0 0 730 0 0 0 0 0 730 730Buildings 4,949 204 120 (16) 131 5,388 1,480 223 (4) 0 1,699 3,689 3,469Technical equipment, machinery and other equipment 3,380 807 86 (536) 11 3,748 2,247 399 (478) (39) 2,129 1,619 1,133Other equipment, furniture and fixtures 648 110 60 (152) (37) 629 467 91 (113) (11) 434 195 181Prepayments 0 0 475 0 (105) 370 0 17 0 50 67 303 0 9,707 1,121 741 (704) 0 10,865 4,194 730 (595) 0 4,329 6,536 5,513

9,854 4,070 785 (704) 0 14,005 4,278 770 (595) 0 4,453 9,552 5,576

UIAG ANNUAL REPORT 2015SCHEDULE OF MOVEMENTS IN THE CONSOLIDATED ASSETS (ATTACHMENT 1)

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Cost of acquisition or production Accumulated depriciation Carrying amount (net)in €k As at Consoli- Additions Disposals Reclassifi- As at As at Additions Disposals Reclassifi- As at As at As at 1 Oct 2014 dation cations 31 Dec 2014 1 Oct 2014 cations 31 Dec 2014 31 Dec 2014 1 Oct 2014 scope

Intangible assetsSoftware and licenses 133 0 0 0 0 133 78 6 0 0 84 49 55Advance payments 0 0 14 0 0 14 0 0 0 0 0 14 0 133 0 14 0 0 147 78 6 0 0 84 63 55

Tangible assetsLand 730 0 0 0 0 730 0 0 0 0 0 730 730Buildings 4,894 0 23 0 32 4,949 1,428 52 0 0 1,480 3,469 3,466Technical equipment, machinery and other equipment 3,197 0 247 (32) (32) 3,380 2,213 65 (31) 0 2,247 1,133 984Other equipment, furniture and fixtures 678 0 0 (30) 0 648 463 21 (17) 0 467 181 215 9,499 0 270 (62) 0 9,707 4,104 138 (48) 0 4,194 5,513 5,395

9,632 0 284 (62) 0 9,854 4,182 144 (48) 0 4,278 5,576 5,450

SCHEDULE OF MOVEMENTS IN THE CONSOLIDATED ASSETSas at 31 December 2014 of UIAG Group, Wels, Austria


UIAG ANNUAL REPORT 2015SCHEDULE OF MOVEMENTS IN THE CONSOLIDATED ASSETS (ATTACHMENT 1)

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Cost of acquisition or production Accumulated depriciation Carrying amount (net)in €k As at Consoli- Additions Disposals Reclassifi- As at As at Additions Disposals Reclassifi- As at As at As at 1 Oct 2014 dation cations 31 Dec 2014 1 Oct 2014 cations 31 Dec 2014 31 Dec 2014 1 Oct 2014 scope

Intangible assetsSoftware and licenses 133 0 0 0 0 133 78 6 0 0 84 49 55Advance payments 0 0 14 0 0 14 0 0 0 0 0 14 0 133 0 14 0 0 147 78 6 0 0 84 63 55

Tangible assetsLand 730 0 0 0 0 730 0 0 0 0 0 730 730Buildings 4,894 0 23 0 32 4,949 1,428 52 0 0 1,480 3,469 3,466Technical equipment, machinery and other equipment 3,197 0 247 (32) (32) 3,380 2,213 65 (31) 0 2,247 1,133 984Other equipment, furniture and fixtures 678 0 0 (30) 0 648 463 21 (17) 0 467 181 215 9,499 0 270 (62) 0 9,707 4,104 138 (48) 0 4,194 5,513 5,395

9,632 0 284 (62) 0 9,854 4,182 144 (48) 0 4,278 5,576 5,450

94

31 Dec 2015 31 Dec 2014Company First-time Share Method Share Method consolidation of con- of consolidation solidation

Affiliated companiesPongratz Trailer-Group GmbH, Proleb, Austria – 99.00% FC 99.00% FCPongratz s.r.o., Modra, Slovakia – 99.00% FC 99.00% FCUIAG Holding GmbH, Vienna, Austria 1 Apr 2015 60.00% FC 100.00% ACMLU-Monitoring für Leben und Umwelt Ges.m.b.H., Wiener Neudorf, Austria1) 1 Apr 2015 42.60% FC – –recordum Messtechnik GmbH, Wiener Neudorf, Austria1) 1 Apr 2015 42.60% FC – –MLU Meßtechnik für Luft und Umwelt GmbH, Essen, Germany1) 1 Apr 2015 42.60% FC – –MLU Spolka z.o.o., Katowice, Poland1) 1 Apr 2015 42.60% FC – –Begalom GmbH, Altmünster, Austria 1 Jul 2015 60.00% FC – –Begalom Guss GmbH, Altmünster, Austria 1 Jul 2015 60.00% FC – –

Associated companiesAll for One Steeb AG, Filderstadt, Germany – 25.07% AE 25.07% AELCS Holding GmbH, Sulz, Austria – 30.00% AE 30.00% AE

Other non-current financial assetsPongratz s.r.o., Kralovice, Czech Republic2) – 99.00% AC 99.00% ACUIAG Automotive Beteiligungs GmbH, Wels, Austria2) – 100.00% AC 100.00% ACMLU d.o.o., Serbia (in liquidation) – 100.00% AC – –MLU Műszaki és Környezetvédelmi Mérnöki Iroda Kft., Hungary (in liquidation) – 100.00% AC – –

1) Effective share FC = Full consolidation2) Not fully consolidated, due to immateriality AE = At equity AC = At cost

SCHEDULE OF EQUITY INTERESTSas at 31 December 2015 of UIAG Group, Wels, Austria


UIAG ANNUAL REPORT 2015SCHEDULE OF EQUITY INTERESTS (ATTACHMENT 2)

95

Equity ResultCompany 1 Jan 2015– 1 Oct 2014– 1 Jan 2015– 1 Oct 2014– 31 Dec 2015 31 Dec 2014 31 Dec 2015 31 Dec 2014

Other non-current financial assetsPongratz s.r.o., Kralovice, Czech Republic € 3k € 2k € 9k € 6kUIAG Automotive Beteiligungs GmbH, Wels, Austria € (2k)1) € 0 € 37k € 45kMLU d.o.o., Serbia (in liquidation)2)

MLU Műszaki és Környezetvédelmi Mérnöki Iroda Kft., Hungary (in liquidation)2)

1) Net profit of the abridged business year from 1 Oct 2015 through 31 Dec 20152) No financial statements available

Report on the consolidated financial statementsWe have audited the accompanying consolidated financial statements of Unternehmens Invest AG, Wels, Austria, consisting of the balance sheet as at 31 December 2015 and the consolidated income statement , the other comprehensive income, the consolidated cash flow and the consolidated statement of changes in equity for the business year ended 31 December, and the notes.

Management’s responsibility for the financial statementsThe management is responsible for the preparation and fair presentation of consolidated financial statements in accordance with the International Financial Reporting Standards (IFRS) as adopted by the EU, and the additional requirements under article 245a UGB (Austrian Commercial Code) and the internal control determined necessary by the legal representatives to enable the preparation of consolidated financial statements free from material misstatement whether due to fraud or error.

Auditor’s responsibilityOur responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with laws and regulations applicable in Austria and Austrian standard accounting principles, as well as in accordance with the International Standards on Auditing (IASs). Those stan-dards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures 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 reasonableness 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 sufficient and appropriate to provide a basis for audit opinion.

INDEPENDENT AUDITOR’S REPORT

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Audit opinionOur audit did not give rise to any objections. In our opinion, which is based on the results of our audit, the consolidated financial statements comply with legal requirements and present fairly, in all material respects, the financial position of the group as at 31 December 2015 and its financial performance and its cash flows for the year then ended in accordance with generally accepted accounting principles of the International Financial Reporting Standards (IFRSs) as adopted by the EU.

Comments on the consolidated management reportPursuant to statutory provisions, the consolidated management report is to be audited as to whether it is consistent with the consolidated financial statements and whether the other disclosures do not give rise to miscon-ception of the group’s position. The auditor’s report should also include a statement whether the management report is consistent with the financial statements and whether the disclosures as required under article 243a Austrian Commercial Code (UGB) are adequate.

In our opinion, the management report is consistent with the consolidated financial statements. The disclosures as required under article 243a Austrian Commercial Code (UGB) are adequate.

Linz, Austria, 8 April 2016

KPMG Austria GmbHWirtschaftsprüfungs- und Steuerberatungsgesellschaft

Mag. Ernst PichlerCertified Auditor

This report is a translation of the original report in German, which is solely valid. Publication of the consolidated financial statements together with our auditor’s opinion may only be made if the consolidated financial state-ments and the consolidated management report are identical with the audited version attached to this report. Article 281 para 2 Austrian Commercial Code (UGB) applies.

UIAG ANNUAL REPORT 2015INDEPENDENT AUDITOR’S REPORT

97

We confirm to the best of our knowledge that the consolidated financial statements give a true and fair view of the assets, liabilities, financial position and profit or loss of the group as required by the applicable accounting standards and that the group management report gives a true and fair view of the development and performance of the business and the position of the group, together with a description of the principal risks and uncertainties the group faces.



Rudolf Knünz Paul NeumannChairman MemberResponsible for Responsible forcommercial matters, structuring acquisition of projects of projects (due diligence, and investors, sales of projects contracts, financing) and investments

STATEMENT OF ALL LEGAL REPRESENTATIVES

98


UIAG ANNUAL REPORT 2015STATEMENT OF ALL LEGAL REPRESENTATIVES

OTHER INFORMATION

Financial calendar 2016

Tuesday, 24 May 2016 Annual General Meeting

Monday, 30 May 2016 Ex-Dividend Day

Tuesday, 31 May 2016 Record Date

Wednesday, 1 June 2016 Dividend Payment Day

Friday, 30 September 2016 Publication of H1 2016 figures

Investor relations

Andrea SalcheneggerAm Hof 4, 1010 Vienna, Austria

P (+43 1) 405 9771-12F (+43 1) 405 9771-9E [email protected], www.uiag.at

Imprint:Owner and publisher: Unternehmens Invest AG, Edisonstrasse 1, 4600 Wels, AustriaRegistered at the Commercial Court Wels: FN 104570 fConcept and layout: marchesani_kreativstudio; Photos: Lukas Beck, UIAG

While every care was taken in compiling this Annual Report and checking that the data it contains is correct, slight differences in totals from adding up rounded amounts and percentages, typographical errors and misprints cannot be excluded.

This report and the forward-looking statements it contains were prepared on the basis of all the data and information available at the time of going to press. We wish to point out, however, that various factors may cause the actual results deviate from the forward-looking statements given in the report.

99UIAG ANNUAL REPORT 2015OTHER INFORMATION

www.uiag.at

uiag annual report 2015

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