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Annual Report

2011

The Kardex Group is a leading supplier of static and automated storage solutions and
materials handling systems. It consists of the three corporate divisions Kardex Remstar,
Kardex Stow and Kardex Mlog.
Kardex Remstar develops, produces and maintains dynamic storage and retrieval systems,
Kardex Stow static storage systems, shuttles and automated mobile shelving systems and
Kardex Mlog integrated materials handling systems and automated high-bay warehouses.
All divisions are partners for their customers over the entire lifecycle of a product or solution.
This starts with an assessment of customer requirements and continues via the planning,
realization and implementation of customer-specific systems through to ensuring a high level
of availability and low lifecycle costs by means of customer-oriented lifecycle management.
More than 2100 employees in over 30 countries worldwide work for the companies of the
Kardex Group.

On the pictures in this report:


Across the globe Kardex products and services are making the handling and storage of
goods and materials more efficient. Familiar comparisons are used to tangibly underline
the defining features of Kardex solutions and to demonstrate the advantages of modern
storage systems and materials handling systems.

Kardex Group
at a glance
Net debt/Equity

Operating result (EBIT)

60

20

40

10

20

07*

08

10.4

30

2.2

80

6.3

40

42.3

in EUR millions

100

35.2

in EUR millions

10

11

10
07*

08

09

10

11

Net debt
Equity

09

*continued operations

*continued operations

Net revenues
by division

Net revenues
by regions

in EUR millions

Business year 2011 in %

500
8.0

400

6.2

300
200
100

85.8

0
07*

08

09

10

11

Kardex Remstar
Kardex Stow
Kardex Mlog
(2010: May to Dec.)
*continued operations

From 2007 2009 financial accounting applied to IFRS,


since 2010 to Swiss GAAP FER.

Europe, Middle East and Africa


Asia/Pacific
Americas

Highlights and
key figures in 2011

Strong revenue growth (+29 %) and solid order backlog (+14.2 %) in all divisions
Group returns to profitability, EBIT EUR 10.4 million, net result EUR 3.0 million
Capital increase of EUR 25.4 million strengthens balance sheet and secures operating flexibility
Shift of management responsibility to the divisions is bearing fruits

Key figures
EUR millions
1 January to 31 December

2011

2010

+/ %

22.8 %

Bookings

480.2

391.0

Order backlog (31 December)

148.5

130.0

14.2 %

Net revenues

459.2

355.9

29.0 %

97.9

78.6

24.6 %

OPEX

87.5

80.8

8.3 %

Operating result (EBIT)

10.4

2.2

n.m.

2.3 %

0.6 %

21.5

8.3

Gross Profit

EBIT in % of revenues, net


EBITDA
Result for the period

159.0 %

3.0

9.1

n.m.

Result per share for the period

0.48

1.62

n.m.

Free cash flow

7.8

18.8

58.5 %

31.12.2011

31.12.2010

+/ %

Net debt

15.6

42.6

63.4 %

Equity

64.5

36.1

78.7 %

25.5 %

14.6 %

2 124

2 122

Equity ratio in %
Employees (full-time equivalents)

0.1 %

Contents

04

Report to the shareholders

08

Information on the Kardex share

12

Division Kardex Remstar

14

Division Kardex Stow

16

Division Kardex Mlog

20

Corporate Governance

47

Financial reporting Kardex Group (Consolidated)

85

Financial reporting Kardex AG (Holding)

96

Group companies, addresses and contacts

80 000
Large football stadiums can hold 80 000
spectators. The same number of pallets fit into
a Kardex Stow deep lane storage system.
Compact layout, smooth processes and everything in an individual, readily identifiable
place just like in a stadium.

Report to the shareholders

Philipp Buhofer

The Kardex Group is operating


profitably once again
Dear Shareholders,
The Kardex Group is recovering from the economic downturn in 2009 and 2010
and operating profitably once again. The operating result (EBIT) of EUR 10.4 million
generated in financial year 2011 and the successful capital increase in the late
summer of last year are important steps on the road to the Groups restrengthening.
Market success has also returned. The sharp rise in net revenues for the three
divisions testifies not only to brisk investment activity on the part of our clients but
also to the quality of the products and services offered. Nevertheless, considerable efforts will once again be required in 2012 to further bolster the leading positions
of Kardex Remstar, Kardex Stow and Kardex Mlog in their respective markets
and therefore put the Kardex Group back on a sound and sustainable financial footing. One important step in this direction was the shift in corporate responsibility
to the divisions and the attendant, more focused strategic profile given to the individual business areas.
Owing to the late-cyclical nature of demand for warehouse logistics solutions, it was
not until the year under review that the Kardex Groups three divisions achieved
a substantial recovery from the setbacks of 2009 and 2010. Bookings rose by a significant 22.8 % year-on-year to EUR 480 million (+15 % adjusted for acquisitions).
At EUR 148.5 million, the order books were also well filled at the end of December
compared with the end of 2010 (EUR 130.0 million).
After getting off to a tentative start at the beginning of the year, revenues rose continually month for month to reach satisfactory levels toward the end of the year.
Net revenues totaling EUR 459.2 million were generated, 29 % more than in 2010
(+23.1 % adjusted for acquisitions). The higher volumes translated into a return to
profitability at EBIT level from the second quarter and also at net result level from
the second half of the year. The Group achieved total EBITDA of EUR 21.5 million
(previous year: EUR 8.3 million) and EBIT of EUR 10.4 million (previous year: EUR
2.2 million). This includes restructuring costs totaling EUR 3.1 million, relating
also to the USA. The net result amounted to EUR 3.0 million in the year under review.
The three divisions made mixed contributions to this result. Kardex Remstar
increased its revenues by 13.7 % to EUR 219.3 million, while Kardex Stow generated
24.4 % more revenues than in the previous year at EUR 168.7 million and Kardex
Mlog grew by as much as 88 % on a comparable basis to reach a sales volume of
EUR 73.4 million. The operating result at Kardex Remstar was EUR 10.5 million
(previous year: EUR 3.8 million), equivalent to an EBIT margin of 4.8 % (previous
year: 2.0 %). Kardex Stow reported EBIT of EUR 3.6 million (previous year: EUR
0.0 million), producing an EBIT margin of 2.1 % (previous year: 0.0 %). As expected,
Kardex Mlog was not yet profitable at operating level, posting a negative operating result of EUR 2.4 million (previous year: EUR 1.7 million for eight months),
although a restoration of profitability is within reach. The results achieved in the
second half of the year where there was an improvement in all three divisions compared with the first six months give us particularly strong grounds for optimism
regarding future development.

Gerhard Mahrle

Jens Fankhnel

Successful capital increase


strengthens balance sheet
and increases financial
latitude

In order to strengthen its equity base and increase its financial flexibility, Kardex AG
undertook a successful capital increase with full subscription rights for all shareholders in the third quarter of 2011. With the net cash inflow of EUR 25.4 million,
around half the convertible bond redeemed at the end of June 2011 was refinanced
with equity. Net debt was consequently reduced to EUR 15.6 million at the end of the
year (EUR 42.6 million at the end of the previous year). In order to set in place
a healthy level of financing for the medium term, new agreements were concluded
simultaneously with Swiss and foreign banks to ensure that the companys working capital requirements are sufficiently met on the one hand, and that any necessary guarantees can be granted on the other.

Switch in accounting
standards to Swiss
GAAP FER

In the summer, the Board of Directors of Kardex AG decided to switch the Kardex
Groups financial accounting from IFRS (International Financial Reporting Standards) to Swiss GAAP FER with effect from 1 January 2011. The change in the market
segment on SIX Swiss Exchange from the Main Standard to the Domestic Standard is linked to this switch. Swiss GAAP FER is a recognized accounting standard
which in future will allow the company to continue to publish transparent financial
reports, including segment reporting, at half-yearly intervals in compliance with the
requirement to present a true and fair picture. The switch meant that goodwill,
capitalized intangible assets due to acquisitions, and capitalized tax effects on loss
carryforwards were offset directly against equity. Equity was conversely affected
by the restatement of existing pension commitments. The elimination and restatement reduced equity by a total of EUR 56.5 million as at 1 January 2011. Under
Swiss GAAP FER, equity at the end of the year amounted to EUR 64.5 million and
the equity ratio 25.5 %.

Changes in management
structure

Following the General Meeting on 26 April 2011, the Chairmanship of the company
was transferred to Philipp Buhofer, while newly elected Dr. Felix Thni became
Vice Chairman. As of 1 June, the Board of Directors streamlined the Groups organization with a view to shortening decision-making paths and strengthening the
position of the three divisions, i. e. the individual companies, in the market. The
Group has since been headed by an Executive Committee comprising the Chairman and Vice Chairman of the Board of Directors, the three division heads, as well
as the Group CFO. This change has proved effective, but is a temporary solution.

Focus on strategic direction

With the shift in corporate responsibility to the divisions, the strategic focal points
of the Group and its divisions were reviewed and given a sharper profile. The
strategies are consequently being developed and implemented at division level. The
common one-stop shop proposition continues to play a role in the marketplace;
however, the success of each individual, independent division with its own products,
subsystems and services remains central.

Report to the shareholders

Dr. Felix Thni

Jos De Vuyst

The Group continues to focus on offering customers innovative products and


solutions designed to improve the efficiency of warehousing and materials handling
in internal logistics. While Kardex Remstar and Kardex Mlog concentrate on
dynamic production and warehouse logistics solutions, the focus for Kardex Stow is
on static racks and related products. From a long-term perspective, the current
areas of business are attractive and the Groups expertise is meeting with a positive
echo from the market.
What all divisions have in common is that they are a partner to their customers
throughout the lifecycle of a product or solution. This starts with an assessment of
customer requirements and continues via the planning, realization and implementation of customer-specific systems through to ensuring a high level of availability
and low lifecycle costs by means of customer-oriented lifecycle management.
To this end, not only is development expenditure being maintained at a high level
but customer proximity will also be strengthened by investing even more heavily
in the sales and service organizations in future. In particular, expansion of aftersales services at Kardex Remstar and Kardex Mlog should result in better margins
but also lead to a reduction in the two divisions cyclicality.

Milestone projects
in all divisions

Kardex Remstar is operating in an environment that has become increasingly competitive in recent years, which calls for a continuous improvement of cost structures in addition to greater innovative efforts to remain a technological and market
leader. With the revised innovation strategy, reorganization of production and
realignment of the sales operation in the US, important steps have been taken in
this direction. On the revenues side, leverage lies first and foremost in the expansion of service activities that is now underway as well as systematic expansion
of the regional presence.
Kardex Stow is operating in a very competitive market environment. Thanks
to its highly automated Belgian plant and the newly established plant in Shanghai,
however, this division is well positioned on the cost front compared with its
competitors. But as the divisions geographical sphere of action is limited by high
transport costs, various strategic options are presently being looked into. At the
same time, Kardex Stow is expanding its sales organization so that in future it can
focus more closely on acquiring smaller orders with higher margins in all the
markets in which it operates.
Cost considerations meant that Kardex Mlog concentrated its drive to internationalize
the business which began in 2010 on neighboring European countries. Besides
the sale of greenfield installations, the focus is increasingly on the acquisition of
refurbishment projects and expansion of after-sales services. The high installed
base offers a good basis to do so. A concentrated offer of standardized solutions for
specific industries will make an important contribution to lowering both project
costs and project risks.

Hans-Jrgen Heitzer

Proposal for submission


to the General Meeting
Outlook

It will be proposed that no dividend be paid.

From the present perspective, the outlook for all of the Groups divisions is good.
The high order backlog at the beginning of the year provides grounds for optimism.
The Executive Committee therefore expects a further increase in the volume of
revenues in the current fiscal year as well as a continued improvement in profitability. At the same time, Kardex is ready to respond fast to any worsening of the
economic environment. Management is therefore endeavoring to achieve a balance
between further, systematic cost reductions in all divisions and at the same time
maintain innovative capacity and intensive marketing.

Thank you

On behalf of the Board of Directors and Executive Committee, we would like to


thank all employees for their sterling work during 2011. However, we also wish
to thank our customers and business partners for their valuable collaboration and
you as valued shareholders for the trust you place in us.

Philipp Buhofer

Dr. Felix
li Thni
h i

Chairman of the Board of Directors


President of the Executive Committee

Vice Chairman of the Board of Directors


Vice President of the Executive Committee

Gerhard
G
h d Mahrle
hl

Jens Fankhnel

Chief Financial Officer

Head of Kardex Remstar Division

De V
Vuystt
JJos D

Hans-Jrgen Heitzer

Head of Kardex Stow Division

Head of Kardex Mlog Division

Information on the Kardex share

Information on the
Kardex share

Share capital and capital


structure
2011

2010

2009

11.00

11.00

11.00

13.50

13.50

5 627 453

5 627 453

7 730 000

5 627 453

5 627 453

3 149

15 364

57 573

60 796

28 466

7 726 851

5 612 089

5 569 880

5 566 657

5 598 987

85 030

61 902

61 902

75 971

75 971

Conditional capital (CHF 1 000)

9 900

9 900

12 150

12 150

Authorized capital (CHF 1 000)

7 823

7 726 851

5 612 089

5 569 880

5 566 657

5 598 987

2011

2010

2009

2008

2007

Share price high

32.00

39.25

36.35

66.25

73.00

Share price low

10.60

23.10

21.00

25.60

49.95

Closing rate

11.95

30.30

33.45

30.00

61.50

Par value per share (CHF)


Total bearer share
Total registered share
Number of treasury shares
Number of dividend-bearing shares
Registered capital (CHF 1 000)

Total voting rights

2008

2007

Key stock exchange figures


per share
CHF

Average volume per trading day


Market capitalization CHF million

11 617

7 712

8 692

10 615

17 849

92.37

170.51

188.24

168.82

346.09

2011

2010

2009

2008

2007

0.48

2.23

Key figures per share


CHF

Net result per share

0.21

9.30

6.35

156.44

3.22

9.68

2.51

6.87

10.43

14.91

4.62

4.81

5.69

21.34

Price earnings (closing rate)

24.97

Operating cash flow

0.54

Free cash flow

1.25

Dividend

Par value reduction

2.50

10.20

8.03

25.86

28.47

21.82

Equity

From 2007 to 2009 financial accounting applied to IFRS, since 2010 to Swiss GAAP FER.

The registered shares of Kardex AG are traded in the Domestic Standard of SIX
Swiss Exchange in Zurich. They are contained in the SPI (Swiss Performance
Index). Stock exchange symbol: KARN/Swiss security no.: 10083728/ISIN number:
CH0100837282/Bloomberg: KARN SW Equity/Reuters: KARN.S. Current prices
can be seen at www.kardex.com.

Kardex AG (Holding) share

Share price performance

On SIX Swiss Exchange 1.1.2011 to 29.2.2012 based on the weekly closing price in CHF
%

CHF

100

31.60

90

26.60

80

21.60

70

16.60

60

11.60

Jan.

Feb.

March

April

May

June

Registered shares of Kardex AG (KARN)

July

Aug.

Sept.

Oct.

Nov.

Dec.

Jan.

Feb.

Swiss Performance Index (SPI)

The value of a Kardex share decreased by 60.6% from CHF 30.30 to CHF 11.95 in
2011. Since Kardex opted not to make a distribution/dividend payment in the
year under review, the overall performance for the entire year was likewise 60.6%.
Trading in shares from the capital increase commenced on 6 September 2011.

Shareholder structure

As at 31 December 2011, there were 1512 shareholders (31 December 2010: 1592)
entered in the share register. The following shareholders held more than 3% of the
outstanding share capital of Kardex AG on 31 December 2011:

Buru Holding and Philipp Buhofer

31.12.2011

31.12.2010

22.0%

20.3%

5.1%

4.0%

Pictet Funds SA
Stancroft Trust Limited

Contact

Kardex AG
Gerhard Mahrle, CFO
Edwin van der Geest, Investor Relations
Tel. +41 44 419 44 79
investor-relations@kardex.com

Contact share register

Corporate Calendar

Ursula Bareth, Assistant to the Board of Directors and the Group CFO
Tel. +41 44 419 44 79

Annual General Meeting 2012

24 April 2012

Interim Report 2012

23 August 2012

10

845
square meters
The wings of an A380 have a surface area
of 845 square meters. That is the amount
of space available in a Kardex Remstar
Shuttle XP 700, which occupies a ground
area of only 12.2 square meters. High
space efficiency increases productivity, and
a small ground area guarantees maximum
storage capacity.

11

Division Kardex Remstar

Kardex Remstar:
Focused efforts rewarded
by gains in market share
Kardex Remstar Division began a process of gradual transformation in the year under
review with the aim of bringing it even closer to the market and customers that
it serves. This focus entailed organizational adjustments, as well as a revision of the
sales and service strategy. In operational terms, thanks to greater sales efforts,
the launch of new products and the solid economic backdrop, it succeeded in winning
back market share and continued to reinforce its leading position in the field of
automated storage, retrieval and distribution systems.
Market share gains
Net revenues of the Kardex Remstar Division grew 13.7 % in the reporting period to
EUR 219.3 million (previous year: EUR 192.8 million). A particularly pleasing rise
in net revenues was recorded in Europe thanks to strong growth in Germany, while
net revenues in the US continued to develop at a below-average rate. In Asia
Pacific, a 20 % increase in net revenues was achieved if from a low base. After a
subdued start, demand continued to pick up as the year progressed. Thanks to
higher-than-average growth, Kardex Remstar succeeded in gaining market share. The
solid economic environment and more intense, focused marketing efforts were the
main drivers behind the good level of sales in financial year 2011. At EUR 230 million,
bookings were up 13.1 % year-on-year (EUR 203.3 million).
It was still not possible for margins to fully keep pace. Along with the high degree
of price sensitivity among customers, reasons included inefficiencies within the
Division and non-recurring costs of EUR 1.6 million relating to restructuring measures
in the US in the second half of the year. The result was an operating profit (EBIT)
of EUR 10.5 million (previous year: EUR 3.8 million). The order backlog came to
EUR 70.2 million at the end of the financial year, up 16.4 % on the previous year.
Closer to the customer
Kardex Remstar is gradually transforming itself from a traditional product-based
company to a supplier of simple systems. Particular attention was given to the
focus on customers and special customer segments in the reporting year. Measures
taken include reorganizations in the US and Benelux countries, standardization
of the sales strategy and increased expansion of the customer service operation.
Besides a high level of availability, Kardex Remstar systems provide the customer
with transparent savings and, with their high quality, guarantee seamless processes in internal logistics. Investment in new products is an important element in
strengthening the leading market position and capturing new sales areas. The
year under review saw the extension of the Megamat RS family of products and
launch of a newly developed variant of the Shuttle Element, while new releases
of the powerful software suite were also brought to market.

12

Consolidated key figures for the Kardex Remstar Division


EUR millions

2011

2010

+/ %

230.0

203.3

13.1 %

70.2

60.3

16.4 %

Segment net revenues

219.3

192.8

13.7 %

Operating result (EBIT)

10.5

3.8

176.3 %

4.8 %

2.0 %

17.1

9.7

76.3 %

1 237

1 296

4.6 %

Bookings
Order backlog (31 December)

EBIT in % of segment revenues, net


EBITDA
Employees (full-time equivalents on 31 December)

Net revenues
by market regions
Kardex Remstar
Business year 2011 in %

Extensive service offer


A modern, innovative customer service offer is increasingly becoming a critical success factor as customers demand comprehensive support throughout a solutions
life cycle. Besides high product quality, key factors include short response times on
the part of the service organization, the availability of replacement parts, as well

16.8

as general maintenance intervals. For Kardex Remstar, a well-functioning service


organization is a crucial differentiator in terms of securing and gaining market

6.1

share. The service structure was reviewed in 2011 and a pilot project launched for the
efficient management of service visits using cloud technology. Active marketing
77.1

of this service proposition will enable Kardex Remstar to get closer to its objective
of becoming a true partner to its customers for life. The process is being led

Europe, Middle East and Africa


Asia/Pacific
Americas

by Urs Siegenthaler, a proven industry expert who joined the Divisions management
team in summer 2011 as Head of Service. Since 1 January 2011 the Kardex Remstar
Division has been headed by Jens Fankhnel.
Efficiency improvements
Besides a systematic focus on the market, Kardex Remstar is constantly working to
improve its internal processes in order to enhance effectiveness and therefore
increase competitiveness. With the closure of the plant in Lewistown/US in the first
half of 2012, production capacity is being aligned with current volumes as well
as volumes projected for the near future. Nevertheless, with concentration on the
production site in Germany further productivity gains are necessary in order to
improve cost structures. Headcount was reduced slightly to 1237 employees in financial year 2011.

13

Division Kardex Stow

Kardex Stow:
New products and
higher margins
Kardex Stow is one of the market leaders in static storage and stacking systems for
pallets, small parts and long goods. The late-cyclical nature of the business meant
that the economic recovery that had been gaining traction since 2010 was fully felt in
the second half of the reporting period. This resulted in considerable growth in
net revenues, as well as a clear improvement in profitability. Order books continued
to fill up, even in an increasingly challenging market environment; the result was
a considerably higher order backlog at the end of the year.
High organic growth
Net revenues in the Kardex Stow Division grew to EUR 168.7 million from
EUR 135.6 million in the previous year. Following the operating loss suffered in the
first three months of the year, considerable volume improvements and positive
results were achieved in the second quarter. The second half of the year was significantly more robust and marked by a further rise in net revenues combined with
higher margins. This enabled high organic growth in net revenues of 24.4 % to be
achieved by the year-end. Overall, this resulted in EBIT of EUR 3.6 million following the breakeven result achieved in the previous year. Despite restructuring
costs of around EUR 0.4 million, the Divisions profit came to EUR 0.1 million
(EUR 2.9 million).
Market environment remains challenging
The competitive situation remained challenging in 2011 despite higher market volumes. But as the outsourcing trend and consequently the demand for simple,
reliable storage solutions continues unabated, sales showed a pleasing development in markets in Europe and China, where a 60 % rise in net revenues was
achieved. Sales remained below expectations in the UK and due to high transportation costs and the weak zloty the otherwise lucrative market of Poland. The
order backlog improved considerably and at the end of the period showed a 30 %
year-on-year increase.
The newly launched products were well received by customers: as with the rest of
the Kardex Stow offer, they combine high quality with short delivery times
a considerable competitive advantage. The new Atlas pallet shuttle is being upgraded with additional options following an encouraging launch phase in 2012.
The year under review also saw the first sales of silo high-bay warehouses, a system
that enables optimum space utilization and offers a very good price/performance
ratio. Developed in 2011, the flexible sliding storage system for pallets (mobile racking) is being manufactured in-house from 2012. Initial deliveries are likely to take
place in the first quarter of the current financial year.

14

Consolidated key figures for the Kardex Stow Division


EUR millions

2011

2010

+/ %

180.7

138.2

30.8 %

44.3

33.8

31.1 %

Segment net revenues

168.7

135.6

24.4 %

Operating result (EBIT)

3.6

0.0

n.m.

2.1 %

0.0 %

7.3

4.0

82.5 %

615

567

8.5 %

Bookings
Order backlog (31 December)

EBIT in % of segment revenues, net


EBITDA
Employees (full-time equivalents on 31 December)

Net revenues
by market regions
Kardex Stow
Business year 2011 in %

Cost leadership maintained


Kardex Stow continued to reaffirm its cost leadership in the year under review thanks
to its highly automated Belgian plant and well-established factory in Shanghai,
China. This advantage in the production process can only be partly exploited for the

9.1

0.1

further expansion of activities, however, because high transport costs combined


with limited margin potential mean various potential sales areas remain unattractive. The Division is therefore examining strategic alternatives, ranging from the
acquisition of local suppliers through to partnerships. Via systematic cost management, further improvements in efficiency are being secured at the existing plants.

90.8

Europe, Middle East and Africa


Asia/Pacific
Americas

Sales teams focused on profitable orders


Despite the low complexity of Kardex Stow products, continuing product development remains an important success factor. Advantage can be gained over competitors by redesigning products and systematically exploiting existing industrial
manufacturing capacity. In addition, achievable margins can be optimized gradually
through order and project size. Customers such as general logistics contractors,
logistics service providers and large industrial and trading conglomerates increasingly
favor medium-sized warehouses with a capacity in the range of 30 000 to 40 000
pallet spaces. To address these customers more systematically in future, around ten
new sales personnel were recruited in financial year 2011. At the most senior management level, Jos De Vuyst succeeded former Head of Division, Hans De Staercke,
on an interim basis in mid-February 2011 before being appointed permanent Head
of Division on 1 June 2011.

15

Division Kardex Mlog

Kardex Mlog:
Growth through strengthening of core competencies
Kardex Mlog is a leading supplier of automated stacker cranes and materials
handling systems in Germany. Through concentration on the most important sales
markets in Europe, an optimized product and service offer, together with the
introduction of programs designed to enhance the efficiency of the manufacturing
process, a rapid return to profitability is to be achieved. At the same time, the
aim is to achieve a sustained increase in the proportion of sales of higher-margin
refurbishment projects and service orders so as to lessen the dependence on
greenfield projects.
Positive trend in net revenues
Kardex Mlog increased its net revenues by 164 % compared with the previous year
to reach EUR 73.4 million, whereby the growth on comparable basis was 88 %.
Demand for stacker cranes and conveyor technology showed an encouraging trend,
particularly in the second half of the year. This enabled an improvement in margins
during those months and followed the distinctly negative operating result suffered
by the Division in the first half as a result of significant pressure on prices. Despite
the introduction of process optimization measures, the excessive proportion of
fixed costs at the main site in Neuenstadt am Kocher and expenses related to expansion of the sales network meant that operating costs were still not fully covered.
This culminated in a negative operating result (EBIT) of EUR 2.4 million for financial
year 2011. Although the order backlog was virtually unchanged against the prioryear period, there was an improvement in the risk profile of orders and therefore in
the resulting achievable margins.
Internationalization resized
The rapid expansion of activities and markets outside Europe did not prove effective
and resulted in considerable costs. Kardex Mlog therefore decided in future to
refocus its attention on its key sales market of Germany, as well as the neighbouring countries of Benelux, Austria and Hungary. These sales territories constitute
around 60 % of the currently identifiable market. Automated high-bay warehouses
and therefore the products and services sold by Kardex Mlog have not yet
become the standard in many industries, and accordingly these markets offer plenty
of potential.
To strengthen core competencies and hone its offer, Kardex Mlog invested in the
organization and created 24 new jobs in control technology, software and service.
Stefan Seidl was succeeded as Head of Division by his Deputy, Hans-Jrgen
Heitzer, on 1 September 2011.

16

Consolidated key figures for the Kardex Mlog Division


EUR millions

2011

20101

+/ %

Bookings

73.0

50.0

46.0 %

Order backlog (31 December)

36.0

36.1

0.3 %

Segment net revenues

73.4

27.8

164.0 %

Operating result (EBIT)

2.4

1.7

41.2 %

EBIT in % of segment revenues, net

3.3 %

6.1 %

EBITDA

1.7

1.2

41.7 %

Employees (full-time equivalents on 31 December)

261

249

4.8 %

1 May to 31 December

Net revenues
by market regions
Kardex Mlog
Business year 2011 in %

Expanding the product range


Thirty new systems were installed in the year under review, while the newly developed automated small-parts warehouse stacker crane was launched on the
market. Systems Solutions a modular, scalable subsystem based on the crane

100

will be introduced by Kardex Mlog in 2012. This will enable customers in different
sectors to be offered a standardized, individually configurable system. The system
bundles software with basic components for conveyor technology and stacking
functions.
A first step in this direction was taken with the launch of the new M-Dynamic
product at the end of 2011. M-Dynamic is faster and lighter than conventional solu-

Europe, Middle East and Africa

tions, yet guarantees individual access to containers. The system also includes
various components from Kardex Stow and Kardex Remstar. The extended offer will
put Kardex Mlog in a position to process medium-sized projects more swiftly
and efficiently, thereby reducing the proportion of costly one-off solutions.
Expansion of service business
With around 900 systems installed to date, the existing customer portfolio offers
considerable potential. Customers also want the most accurate information
possible about the condition of their systems and about the maintenance that is
required for value retention. The service offer was gradually extended in the
reporting year with a view to improving proximity to customers and ensuring greater
interaction. The existing offer is to be complemented by a software package
during 2012. As well as 24/7 service, this provides customers with regular updates
and additional functionalities for existing software solutions and is rounded off
by training on software and technology.

17

18

45 meters
45 meters above the ground and ultraprecise picking a given. Kardex Mlog
stacker cranes are reliable and guarantee
rapid and secure storage and retrieval
of pallets.

19

Corporate Governance

Corporate Governance

The Kardex Group is committed to the recognized principles of responsible corporate


governance as published by economiesuisse in the Swiss Code of Best Practice
for Corporate Governance. By acknowledging these principles, the Groups aim is to
strengthen and increase confidence on a lasting basis in management and corporate
policies which are pursued in the interests of present and future shareholders,
investors, employees, business associates and the general public. Through defined
internal controls and the monitoring of business processes, the Group seeks to
achieve risk-controlled decisions and results and has set itself the goal of ensuring
comprehensive, transparent communication with all stakeholder groups. The
principles of corporate governance at the Kardex Group are enshrined in its Articles of
Incorporation, Organizational By-Laws and other guidelines. The Group publishes
further details on its website at www.kardex.com.
In the following section, as required by the guidelines of SIX Swiss Exchange, the
Kardex Group provides information about its corporate governance. The information
is organized as in the guidelines. To avoid redundancy and in the interests of
readability, there are several cases where the reader is referred to other places in the
Annual Report or to other Kardex Group publications. Any significant changes
occurring between balance sheet date and this report going to press have been noted.

20

1. Group structure and shareholders


1.1 Group structure

1.1.1 Structure of Group operations


The Kardex Group is divided into the three divisions or segments Kardex Remstar,
Kardex Stow and Kardex Mlog.

Board of Directors

Committees:
Audit Committee
Compensation and
Nomination Committee

Executive Committee

Group Functions

Kardex Remstar Division

Kardex Stow Division

Kardex Mlog Division

Dynamic storage and


retrieval systems

Static storage systems

Automated warehouse and


material handling systems

Effective 1 June 2011 the operational management of the Kardex Group was reorganized. The Kardex Group is led by an Executive Committee, which is headed by
the executive chairman of the Board of Directors. The three Heads of Division report
as members of the Executive Committee directly to the Executive Chairman of
the Board of Directors. The Vice Chairman of the Board of Directors and the Chief
Financial Officer (CFO) also sit on the Executive Committee. The Executive Committee is responsible for the management of the holding company and the Group.
The Executive Committee is also responsible for preparing and advising on the
business of Kardex AG and the Group. The Group is managed by the Board of Directors through the Executive Committee and the management of the divisions
Kardex Remstar, Kardex Stow and Kardex Mlog.
The Board of Directors and the Executive Committee are assisted in their work by
various central group functions. The division of responsibilities between the Board
of Directors, the Executive Chairman and the Executive Committee is explained in
section 3.5, page 31.

21

Corporate Governance

1.1.2 Listed consolidated company


Company

Kardex AG

Listed at

SIX Swiss Exchange

Swiss securities no.

10083728

ISIN

CH0100837282

Symbol

KARN

Market capitalization as at 31 December 2011

CHF 92.4 million

Kardex AG is a public limited company of indeterminate duration under Swiss law


and is headquartered in Zurich, Switzerland. None of the subsidiary companies is
listed and they do not hold shares in Kardex AG. The registered shares of Kardex AG
are listed in the Domestic Standard of SIX Swiss Exchange in Zurich. The par
value per share is CHF 11.00; each share carries one voting right.
1.1.3 Non-listed consolidated companies
The significant directly and indirectly held companies in the Kardex Group within
the scope of consolidation of Kardex AG are listed in the notes to the consolidated
financial statements on pages 79 to 80 of the Annual Report.

1.2 Significant shareholders

As at 31 December 2011, there were 1512 shareholders (31 December 2010: 1592)
entered in the share register. The registered shares are held largely by private shareholders who are in most cases resident in Switzerland.
As at the balance sheet date (31 December 2011), the following shareholders (in terms
of capital held) held stakes equalling or exceeding the legal disclosure threshold

22.0

of 3 %:
4.0

Buru Holding and Philipp Buhofer


74.0

22.0 %

Stancroft Trust Limited

4.0 %

Other shareholders

74.0 %

The company held treasury shares amounting to 0.04 % at the balance sheet date
(31 December 2010: 0.3 %).
Shares pending registration of transfer amounted to 26.7 % (31 December 2010:
27.8 %) of the total as at 31 December 2011.
Reports on significant shareholders or groups of shareholders filed with the
company and the Disclosure Office of SIX Swiss Exchange Ltd in accordance with
article 20 SESTA can be viewed on the Disclosure Offices publication platform
at http://www.six-exchange-regulation.com/obligations/disclosure/major_shareholders_en.html.

1.3 Cross-shareholdings

There are no cross-shareholdings.

22

2. Capital structure
Share capital and capital structure

Par value per share (CHF)

2011

2010

2009

11.00

11.00

11.00

13.50

13.50

5 627 453

5 627 453

7 730 000

5 627 453

5 627 453

Total bearer share


Total registered share
Number of treasury shares

2008

2007

3 149

15 364

57 573

60 796

28 466

7 726 851

5 612 089

5 569 880

5 566 657

5 598 987

Registered capital (CHF 1 000)

85 030

61 902

61 902

75 971

75 971

Conditional capital (CHF 1 000)

9 900

9 900

12 150

12 150

Number of dividend-bearing shares

Authorized capital (CHF 1 000)


Total voting rights

7 823

7 726 851

5 612 089

5 569 880

5 566 657

5 598 987

Price per share


The key share figures are shown on page 8 of this Annual Report.

2.1 Ordinary capital

Kardex AGs ordinary share capital amounted to CHF 61 901 983 on 31 December 2010
divided into 5 627 453 fully paid-in registered shares each with a par value of
CHF 11.00. At the General Meeting of 26 April 2011 shareholders approved the creation
of authorized capital in the amount of CHF 30 950 986 (2 813 726 shares with a par
value of CHF 11.00). Following the capital increase carried out in September 2011 in
the amount of CHF 23 128 017 and the payment of 2 102 547 shares, the company
has CHF 85 030 000 (number of shares 7 730 000) in ordinary capital as at 31 December
2011. All shares are entitled to dividends and entitle the holder to one vote at
the General Meeting. The right to apply the special rules concerning treasury shares
held by the company is reserved, particularly in relation to the exception from the
entitlement to dividends.

2.2 Conditional and


authorized capital

Conditional capital in the amount of CHF 12.2 million was created at the General
Meeting of 24 May 2007. As a result of the decrease in the par value per share from
CHF 13.50 to CHF 11.00, the total conditional capital was reduced to CHF 9.9 million.
The registered shares, which each have a par value of CHF 11.00, are reserved for
conversions of the 2.25 % convertible bond 2007 2011. Through the capital increase
in September 2011 in the amount of CHF 23.1 million the associated reduction in
conditional capital exceeds its total amount of CHF 9.9 million. The company therefore no longer has conditional capital.

23

Corporate Governance

At the General Meeting of 26 April 2011 shareholders approved the creation


of authorized capital in the amount of CHF 30 950 986 (2 813 726 shares with a par
value of CHF 11.00). Following the capital increase carried out in September 2011
in the amount of CHF 23 128 017 and the payment of 2 102 547 shares, the company
only has CHF 7 822 969 (number of shares 711 179) in authorized capital as at 31
December 2011.

2.3 Capital changes

The capital changes described under sections 2.1. and 2.2. were carried out in
the financial year just ended. The funds accruing from the capital increase were used
in part to repay the bridge financing drawn on to refinance the convertible bond.
For an overview in table form of the capital changes during the financial years 2007
2011, please see the table Share capital and capital structure on page 8.

2.4 Shares and participation


certificates

The 7 730 000 registered shares of Kardex AG have a par value of CHF 11.00 each.
One registered share corresponds to one vote and the holder is entitled to
a dividend.
Kardex AG has no participation capital on 31 December 2011.

2.5 Profit participation


certificates
2.6 Restrictions on transferability and nominee
registrations

Kardex AG has issued no profit participation certificates by 31 December 2011.

The registered shares of Kardex AG may be purchased by any legal or natural


person. The purchasing of shares is subject to the following limitations on nominee
registrations:
The company may refuse registration as a shareholder in the share register if
upon request the purchaser does not expressly declare that they hold the shares in
their own name and for their own account. The Board of Directors is entitled to
delete an entry in the share register with retroactive effect from the date of that
entry if such entry was based on false information. It may seek an explanation
from the shareholder or beneficiary concerned in advance. Evidence of purchase is
also required.
The aforementioned limitations on nominee registrations are explicitly laid down
in article II, 3c, paras. 4 and 5 of the Articles of Incorporation. These provisions
of the Articles of Incorporation may be rescinded by a simple decision of the
General Meeting. The foregoing applies subject to any restrictions on transferability
imposed by the law. No exceptions were granted in the year under review.

2.7 Convertible bonds


and options

As of 31 December 2011, Kardex AG has no convertible bond or options outstanding.

24

3. Board of Directors

From left to right:


Martin Wipfli,
Philipp Buhofer,
Leo Steiner,
Felix Thni,
Walter T. Vogel.

3.1 Members of the


Board of Directors

The Board of Directors of Kardex AG currently consists of two executive and three
non-executive members (the Articles of Incorporation stipulate between three
and seven). The non-executive members are independent in the sense of the Swiss
Code of Best Practice for Corporate Governance and have not served on either
the management of Kardex AG (holding company) or the management board of any
subsidiary during the past three years. They have no business interest with the
Kardex Group. At the General Meeting of 26 April 2011, Felix Thni was elected to
the Board of Directors of Kardex AG for a term of office of one year, replacing
Dave Schnell, who tendered his resignation. Philipp Buhofer as President of the
Executive Committee and Felix Thni as member of the Executive Committee
are executive members of the Board of Directors and as such not independent in the
sense of the Swiss Code of Best Practice for Corporate Governance. They have
been performing these functions since 1 June 2011. The Board of Directors consists of
the following members:

Philipp Buhofer
Executive Chairman of the Board of Directors since the 2011 General Meeting
Member of the Board of Directors since 2004, term expires 2012
1959, Swiss citizen, HWV Horw/Lucerne
Since 1997 independent entrepreneur
1987 1997 EPA AG, since 1993 Member of the Executive Management
1984 1987 Metro International, procurement

25

Corporate Governance

Dr. Felix Thni


Executive Vice Chairman of the Board of Directors since the 2011 General Meeting
Member of the Board of Directors since 2011, term expires 2012
1959, Swiss citizen, Dr. oec. HSG
Since 2010 independent management consultant, Cham
2003 2009 CFO Charles Vgele Group, Pfffikon
1992 2002 CFO Gavazzi Group, Steinhausen
1988 1991 Area Controller, Schindler Management AG, Ebikon

Leo Steiner
Member of the Board of Directors since 2004, term expires 2012
Chairman from the 2006 to 2011 General Meeting
1943, Swiss citizen, grad. mechanical engineer, ETH Zurich, additional studies in
business management
Since July 2007 Chairman of the Board of Directors, Komax Holding AG
1992 2007 CEO of Komax Holding AG and Head of Executive Management of the
Komax Group
Until 1991 Hayek Engineering & Management Consulting, Landis & Gyr,
Sulzer Escher-Wyss

Walter T. Vogel
Member of the Board of Directors since 2006, term expires 2012
1957, Swiss citizen, grad. mechanical engineer, ETH Zurich
Since 2007 CEO Aebi-Schmidt Group
2003 2007 CEO Von Roll Holding AG
1999 2003 Von Roll Group, Head of the Infratec Division and member of
Group Management
1995 1999 HILTI AG, Head of Direct Fastenings Unit and member of extended
Group Management
1992 1995 Aliva AG, Director of Sales and Marketing and member of the
Executive Board

Martin Wipfli
Member of the Board of Directors since 2007, term expires 2012
1963, Swiss citizen, lic. iur. University of Berne, lawyer
Since 1997 managing partner, Baryon AG
1995 1997 head of tax department of a Swiss private bank
1990 1995 Ernst & Young AG tax consulting

26

3.2 Other activities


and interests

Philipp Buhofer
Other directorships: BURU Holding AG, Cham Paper Group
Holding AG, Rapid Holding AG, DAX Holding AG.
Dr. Felix Thni
Other directorships: Renergia Zentralschweiz AG, Raiffeisenbank Cham Genossenschaft, Cham Paper Group Holding AG.
Leo Steiner
Other directorships: Komax Holding AG and with other non-listed companies.
Walter T. Vogel
Other directorships: Schlatter Holding AG and other directorships with non-listed
companies.
Martin Wipfli
Other directorships: nebag ag, Elma Electronic AG, METALL ZUG AG and other
directorships with non-listed companies.

3.3 Elections and terms


of office

3.3.1 Principles of the election procedure and restrictions on term of office


The members of the Board of Directors are elected by the General Meeting
annually for a term of office of one year. Unless the shareholders request otherwise,
members of the Board of Directors due to have their terms of office renewed
at the same General Meeting may be jointly re-elected. Members of the Board of
Directors were jointly re-elected in the year under review. There is no limit to
the number of times a member may be re-elected. If by-elections are held, new
members serve out the term of office of their predecessors. Once they reach
the age of 70, Members of the Board of Directors retire from the Board of Directors
automatically with effect from the next ordinary General Meeting (Article III,
13, para. 3 of the Articles of Incorporation).
3.3.2 Year elected and remaining term per member of the Board of Directors

27

Name

Year elected

Elected until

Philipp Buhofer

2004

2012

Leo Steiner

2004

2012

Walter T. Vogel

2006

2012

Martin Wipfli

2007

2012

Felix Thni

2011

2012

Corporate Governance

3.4 Internal organization

The tasks of the Board of Directors are governed by the Swiss Code of Obligations,
as well as the Articles of Incorporation and Organizational By-Laws of Kardex AG.
3.4.1 Allocation of tasks within the Board of Directors
Philipp Buhofer has served as Executive Chairman of the Board of Directors since
the 2011 General Meeting and Felix Thni as the Boards Executive Vice Chairman
since the 2011 General Meeting. The Audit Committee is headed by Felix Thni,
the Compensation and Nomination Committee is headed by Walter Vogel. There
are no further special committees or functions.
3.4.2 Composition, duties and authority of the Board committees
Two permanent committees exist to assist the Board in or prepare it for important
decisions: the Audit Committee and the Compensation and Nomination Committee.
The committees are constituted as follows:
Name

Audit Committee

Philipp Buhofer
Felix Thni

Compensation and
Nomination Committee

Member
Chairman

Leo Steiner

Member

Walter T. Vogel

Chairman

Martin Wipfli

Member

According to the Organizational By-Laws, the Board of Directors may set up other
committees to help it carry out its duties more efficiently. It appoints the chairman
and members of the committees and defines their duties. The committees report
back to the Board of Directors on their activities. However, overall responsibility for
the duties assigned to the committees remains with the full Board of Directors.
Audit Committee
The Audit Committee supports the Board of Directors in its duties of ultimate
supervision, namely with regard to monitoring the integrity of the financial statements, the annual and interim reports, the internal control system for accounting processes, risk management and the auditing activities of the external and
internal auditors.
The Audit Committee
critically reviews the annual and interim financial statements, consulting the
external auditors and the members of the Executive Committee, and submits
a proposal to the Board of Directors for approval or rejection;
assesses the auditing activities, audit plan, independence and remuneration of the
external auditors as well as their cooperation with the finance and control officers
of the company and discusses the external auditors reports and recommendations;
makes an assessment of the functioning of the internal control system and the
reliability of the reporting;
monitors compliance with legislation, internal guidelines and other provisions.

28

Compensation and Nomination Committee


The Compensation and Nomination Committee plays an advisory role and submits
proposals to the full Board of Directors primarily in the following areas:
fundamental personnel issues within the Group
appointments to the Board of Directors and to key positions within the Group
approval of conditions of employment for members of the Executive Committee (in
particular compensation, duration of contract)
defining fundamental parameters with regard to performance-related payments
within the Group
setting individual performance-related payments to members of the Executive
Committee
monitoring salary structure and salary development overall as well as individual
total remunerations received which exceed a specific amount to be set by the
Committee
compliance with official and/or supervisory regulations concerning the publication
of remunerations received by the members of the Board of Directors and the
Executive Committee
3.4.3 Procedures of the Board of Directors and its committees
The Board of Directors convenes by invitation of the Chairman or a member
representing him, or at the request of one of its members. The Board of Directors
appoints a Chairman from among its own members for a period of one year.
Minutes detailing the Boards discussions and decisions are kept and signed by both
the Chairman and the Secretary. The Secretary is appointed by the Board of
Directors and need not be a member. The Chairman also presides over the General
Meeting and, together with the Executive Committee, ensures that all stakeholders receive any necessary information in good time.
The Board of Directors meets regularly as often as business requires. In accordance with the Articles of Incorporation, the Board convenes at least four times per
year for regular meetings, which generally last six hours. The Board of Directors
also meets once a year for a two-day strategy session. In 2011 the Board met on
eleven occasions. These meetings lasted one to nine hours. The full Board of
Directors visits and inspects one of the Groups production companies generally once
a year. All members of the Executive Committee are invited to the regular meetings of the Board of Directors. The full Executive Committee attends the strategy
and budget session. The Board may invite the Heads of Division, other management personnel or external advisers to attend as needed when dealing with specific
issues. In the year under review, advisers were consulted for the evaluation of
new members of the Board of Directors. Written documentation on the agenda items
specified by the Chairman or at the request of the Management Board is submitted to the Board of Directors well in advance of meetings. The Chairman of the
Board of Directors works closely with the Executive Committee and chairs the
monthly meetings of the Executive Committee of the Kardex Group.

29

Corporate Governance

Apart from the irrevocable legal requirements outlined in article 716a of the Swiss
Code of Obligations, the Kardex AG Board of Directors has the following duties and
authority:
strategic direction, organization and management of the Group
defining finance and accounting as well as financial planning and control
appointment and dismissal of the members of the Executive Committee and
signatories
regular review of business operations
making decisions on issues that have not been reserved or transferred by law, the
Articles of Incorporation or other regulations to another body
formulation and preparation of proposals to be put to the General Meeting.
The Audit Committee comprises two (up to three) members of the Board of Directors,
elected by the Board of Directors for a term of one year. The majority, including
the Chairman, should be experienced in financial matters and accounting. The Board
of Directors appoints the Chairman of the Audit Committee. The committee
currently comprises Felix Thni (Chairman) and Martin Wipfli. As a rule, the Chairman of the Board of Directors also attends its meetings. The Audit Committee
meets as often as required, but as a rule three times a year. At the invitation of the
chairman of the Audit Committee, the CFO of the Kardex Group and, if necessary,
other employees from the finance function attend. The external auditors attend all
meetings. In the year under review, the Audit Committee met on three occasions.
These meetings generally lasted five hours.
The duties and responsibilities of the Audit Committee are laid down in the
Organizational By-Laws. The Audit Committee supports the Board of Directors in
supervising finance and accounting. It is responsible for monitoring internal and
external financial reporting by management as well as evaluating the effectiveness
of the internal control system. The Audit Committee evaluates the performance,
effectiveness and independence of the external auditors as well as that of internal
auditing activities. The auditors fees and compatibility of external auditing
activities with other advisory mandates are reviewed. Furthermore, the Audit Committee undertakes compliance checks. The Audit Committee reports to the full
Board of Directors.

30

The Compensation and Nomination Committee comprises two (up to three) members from the Board of Directors. The Compensation and Nomination Committees
members currently comprise Walter Vogel (Chairman), Philipp Buhofer and Leo
Steiner. The Compensation and Nomination Committee meets as often as required
by business, but at least once a year. In 2011, the Compensation and Nomination
Committee held three meetings, each of which lasted two hours.
The duties and responsibilities of the Compensation and Nomination Committee are
specified in the Organizational By-Laws. The Compensation and Nomination
Committee supports and advises the Board of Directors on matters concerning the
composition as well as the conditions of appointment and compensation of the
members of the Board of Directors, members of the Executive Committee and other
important positions in the Group. In particular, the Compensation and Nomination
Committee proposes the basic criteria regarding performance-related payments within the Group.

3.5 Definition of areas of


responsibility

The Kardex AG Board of Directors is the supreme managerial and supervisory body
of the holding company and the Group. It bears ultimate responsibility for managing, supervising and monitoring the Kardex Groups management. In essence, it is
responsible for decisions concerning corporate strategy and organizational structure as well as determining the corporate policy. The Board of Directors is responsible for appointing and dismissing members of the Executive Committee and
defining finance and accounting, as well as approving long-term plans and annual
as well as investment budgets. The Board of Directors delegates management
of Kardex AG and the Kardex Group as a whole in full to the Executive Committee
chaired by the Executive Chairman of the Board of Directors, unless otherwise
specified by law, the Articles of Incorporation or Organizational By-Laws. The Board
has also appointed a head for each division. The Executive Committee manages
the Kardex Group on the basis of the strategy adopted by the Board of Directors. The
duties and authority of the Executive Committee are laid down in the Organizational By-Laws.

31

Corporate Governance

The Executive Committee bears primary responsibility for developing the corporate
strategy for adoption by the Board of Directors, for operational management of
the company, its overall financial results and for implementation of the strategy and
action plan adopted by the Board of Directors. The CFO is responsible for financial, tax and capital management and is accountable for the development and implementation of the principles, regulations and limits of risk control. He is also
responsible for creating transparency in respect of financial results and accountable
for timely, high-quality financial reporting. Each head of division bears overall
responsibility for his division and the management, results and risks thereof.

3.6 Information and


control instruments
for monitoring the
Management Board

Board of Directors
The Board of Directors is informed about the course of business and important
business events by the Executive Committee and CFO and sometimes by the
Heads of Division at every Board meeting. This enables the Board to carry out its
super visory duties regarding the Groups strategic and operational progress.
Other instruments that enable it to monitor and control the Executive Committees
actions are:
monthly written reports from the Heads of Division featuring key figures with
comparisons against the previous year and the budget together with a report on the
business situation
periodic information concerning the revenue and results figures expected by the
divisions
annual strategic analyses of the individual divisions, prepared by the Heads of
Division, and of the Group as a whole, prepared by the Executive Committee,
together with a plan, amended by the Executive Committee for the next few years
annual revision of the business risk matrix for the Group as a whole and individual
divisions by the Executive Committee
special reports by the Executive Committee on important investments, acquisitions
and cooperative agreements
briefing of the Board of Directors by the Executive Committee on significant
developments.

32

Chairman of the Board of Directors


The Chairman of the Board of Directors is at the same time the President of the
Executive Committee, which meets at least once a month to discuss ongoing
business operations.
Audit Committee
The Audit Committee reports as a rule three times a year to the Board of Directors
on matters concerning finance and accounting, accounting standards, compliance
(laws and processes), as well as internal and external audit. It also reviews the
financial reporting processes.
Function internal audit
As a function within Group and Divisional Controlling, internal audit is integrated into
the controlling processes of the divisions. The internal audit supports the various
organizational units in reaching goals related to the maintenance and improvement
of internal control systems. Following their reviews, the internal audit submits
reports to the Audit Committee and reports actual or suspected irregularities to the
Audit Committee.
Measures based on the various reports submitted to these bodies are placed on the
agenda for their meetings and handled in succession.

33

Corporate Governance

4. Executive Committee
4.1 Members
of the Executive
Committee

The Executive Committee currently comprises six members. On 1 June it


replaces former Management with CEO Jos De Vuyst. The management
structure can be seen in Section 1.1.1 of this report on page 21.

Philipp Buhofer
Since 1 June 2011 President of the Executive Committee
Member of the Board of Directors since 2004, term expires 2012
Chairman of the Board of Directors since General Meeting 2011
1959, Swiss citizen, HWV Horw/Lucerne
Since 1997 independent entrepreneur
1987 1997 EPA AG, since 1993 Member of the Executive Management
1984 1987 Metro International, procurement

Dr. Felix Thni


Since 1 June 2011 Vice President of the Executive Committee
Member of the Board of Directors since 2011, term expires 2012
Vice Chairman of the Board of Directors since General Meeting 2011
1959, Swiss citizen, Dr. oec. HSG
Since 2010 independent management consultant, Cham
2003 2009 CFO Charles Vgele Group, Pfffikon
1992 2002 CFO Gavazzi Group, Steinhausen
1988 1991 Area Controller, Schindler Management AG, Ebikon

Gerhard Mahrle, CFO


1957, Swiss citizen, lic. oec. HSG
Since 1 April 2009 CFO of the Kardex Group
2000 2009 CFO sia Abrasives Holding AG
1998 2000 CFO Batigroup Holding AG
1992 1998 CFO Eugster/Frismag Group
1985 1992 Various senior positions in finance at the
Galenica Group and the Hilti Group

34

Jens Fankhnel, Head of Kardex Remstar Division


1965, German citizen
Grad. electrical engineer/automation technologist, University of Chemnitz
Since January 2011 Head of Kardex Remstar Division
2008 2010 Managing Director WDS Region Europe 1 Swisslog AG Buchs
2005 2008 Vice President & CEO Hub Central Europe Dematic GmbH & Co. KG
Offenbach
2002 2005 Managing Director Swisslog, Australia
1994 2002 Senior Consultant/Director i+o GmbH, Heidelberg

Jos De Vuyst, Head of Kardex Stow Division


1963, Belgian citizen, grad. electrical engineer RU Gent,
MBA Vlerick Management School
Since 1 June 2011 Head of Kardex Stow Division
January 2006 May 2011 CEO of the Kardex Group (from April 2009 to December
2010 also Head of Kardex Remstar Division)
2005 COO of the Kardex Group
2004 CEO of the Stow Division (static storage systems) and
CEO Stow International nv
2001 2003 General Manager of the Stow Division
(static storage systems)
1996 2003 General Manager of Stow International nv
1989 1996 Financial Manager of Stow International nv

Hans-Jrgen Heitzer, Head of Kardex Mlog Division


1962, German citizen, grad. mechanical engineer,
Aachen Technical University
Since 1 September 2011 Head of Kardex Mlog Division
2010 2011 Managing Director Kardex Mlog, Neuenstadt
2002 2009 Managing Director Locanis AG, Unterfhring
2000 2001 Division Manager Distribution and Project Management automatic high
rack storages MAN Logistics, Heilbronn
1996 2000 Division Manager Systems Mannesmann Dematic, South Africa
1989 1996 Project management Entire projects Mannesmann Dematic, Offenbach

35

Corporate Governance

4.2 Other activities and


interests

4.3 Management contracts

The members of the Executive Committee do not engage in any other relevant
activities. There are no relevant interests. Other offices held by Philipp Buhofer and
Felix Thni are listed on page 27.

Kardex AG and its subsidiaries have no management contracts with third parties.
One member of the Executive Committees who is resident abroad has concluded
formal advisory agreements with companies of the Kardex Group via companies
which he controls. This company has no other stakeholders or employees and the
business activities of this company is essentially confined to one person and one
agreement with Kardex and this person does not operate for companies other than
the Kardex Group. This contractual relationship constitutes a proper legal arrangement in the country concerned. Payments to this company are included in the
amounts of compensation paid to the Executive Committee.

5. Compensations, shareholdings and loans


5.1 Guiding principles

The success of the Kardex Group depends very much on the quality and commitment of its staff. The aim of our compensation policy is to attract and retain
qualified staff. Performance-based compensation is intended to encourage entrepreneurial thinking and action. The most important principles are:
Remuneration should be performance-dependent and in line with the market
Decisions on remuneration should be transparent and comprehensible
Remuneration should be linked to the business success of the company
A balance of short-term and long-term remuneration should be assured.

5.2 Method of determining


compensation and
shareholding programes

The Board of Directors has set up a Compensation and Nomination Committee


consisting of three members of the Board of Directors.
At the beginning of each period of office, the Compensation and Nomination
Committee submits proposals to the Board of Directors concerning the nature and
amount of the annual emoluments of the members of the Board of Directors
and submits an annual proposal to the Board of Directors concerning the compensation for the Heads of Division and the CFO for approval. In consultation with
the Board of Directors, the Compensation and Nomination Committee prepares
targets for the Executive Committee, assesses the target attainment of the
Executive Committee and submits a proposal to the Board of Directors concerning
the variable compensation of the Heads of Division and the CFO.

36

Once a year, at the request of the Compensation and Nomination Committee, the
Board of Directors approves the fixed compensation for the individual members
of the Board of Directors. The member concerned has a right of consultation. Once
a year, at the request of the Compensation and Nomination Committee, the
Board of Directors sets the fixed and variable compensation in the next year for the
Heads of Division and the CFO, based on the objectives, and approves the remuneration rules prepared by the President of the Executive Committee. Furthermore,
at the request of the Compensation and Nomination Committee, the Board of
Directors approves the variable compensation of the Heads of Division and the CFO,
based on the attainment of the defined targets for the financial year which has
ended. The members of the Executive Committees have no right of consultation in
this connection.
The Compensation and Nomination Committee did not consult external advisors.

5.3 System of compensation

5.3.1 Board of Directors


5.3.1.1 Members of the Board of Directors
The members of the Board of Directors receive a fixed annual fee for their work, in
particular for preparation of and participation in meetings and for their work in the
committees. 70 to 80 % of the fixed fees for the members of the Board of Directors
are paid in cash and the remaining 20 to 30 % must be drawn in Kardex stock at
the discretion of each Board member. Shares thus obtained are priced 16 % lower than
the average price of the month before allocation (normally June) and cannot be
traded for a period of three years. The compensation is set by the Board of Directors
according to the criteria of the responsibility assumed, the complexity of the task,
the demands in terms of specialist expertise and personal qualities and the time expected to be taken. Weighting of the criteria cited is discretionary. In setting
compensation, the Board of Directors takes account of publicly accessible information
from comparable Swiss industrial companies listed on the SIX Swiss Exchange
which are of similar size and have international production and market organizations.
5.3.1.2 Executive members of the Board of Directors
Executive members of the Board of Directors receive a cash remuneration for their
operational activities as members of the Executive Committees based on actual
time spent. This applies to the Chairman and the Vice Chairman of the Board of
Directors.
5.3.2 Other members of the Executive Committee
The other members of the Executive Committees (CFO and Heads of Division)
receive remuneration consisting of fixed cash emoluments and variable performancerelated payments.
The fixed cash emoluments consist of a monthly salary, a flat-rate expense
allowance, payments in kind and additional benefits. In addition, a fixed contribution
is paid into the pension scheme.

37

Corporate Governance

The fixed basic salary is determined taking account of the tasks and responsibility
assigned, the qualification and experience required and the market environment.
Weighting of the criteria cited is discretionary. In addition, in setting the form and
amount of the salary components, the Board of Directors takes account of publicly
accessible information from comparable Swiss industrial companies listed on the SIX
Swiss Exchange which are of similar size and have international production and
market organizations.
The variable performance-related remuneration is determined on the basis of the
fulfilment of the individual performance targets and the business success of
the company or division, based on the budget adopted by the Board of Directors.
Depending on target attainment, the variable component amounts to up to 100 %
of the fixed basic pay. At least 20 % and at most 100 % of the variable component is
paid in shares at each individual members discretion. Shares are awarded at an
amount 16 % lower than the prevailing average price for the preceding month (normally February) and cannot be traded for a period of three years. At the beginning of the year, the Compensation and Nomination Committee proposes to the
Board of Directors the individual performance targets for the Heads of Division
and the CFO. After the end of the financial year, the Compensation and Nomination
Committee will assess the fulfilment of these targets and criteria and, based on
this, submit to the Board of Directors a proposal for the variable compensation. The
variable compensation depends crucially on the result of the Kardex Group. For
a Head of Division, the weighting of the variable component is 70 % for attainment
of the budget targets of the division he is responsible for and 30 % for personal,
qualitative and quantitative targets. For the CFO, the weighting of the variable component is 70 % for attainment of Group budget targets and 30 % for personal,
qualitative and quantitative targets.
The business success of the company and the divisions is measured on the basis of
the following key financial indicators:
growth (net revenues)
operating result (EBIT)
operating free cash flow
development of net working capital
5.3.3 Contracts of employment and special benefits
There are no contracts of employment with periods of notice exceeding twelve
months. Members of the Board of Directors or the Executive Committee are not
entitled to any contractual severance compensation.

5.4 Remuneration for the


year under review

The remuneration of the Board of Directors and the Executive Committee disclosed
in the following includes the relevant remuneration for the year under review as
a whole. The reported variable elements of remuneration relate to the reporting
year which has ended. The variable emoluments are allocated and paid out
according to the target attainment for the year under review described under 5.3.2,
pages 37 to 38.

38

New members of the Board of Directors or the Executive Committee normally


receive compensation from the month in which they assumed the relevant function.
Departing members of the Board of Directors receive remuneration until the
month of their departure. Departing members of the Executive Committee receive
remuneration until the date of termination of the contract. The Heads of Division
and the CFO, with one exception, are provided with a company car. All payments
made to pension schemes are reported under pension expenses. Some members
of the Executive Committee are also members of the Boards of Directors of subsidiaries of Kardex AG within the Group. No fees or compensation are paid for these
activities.
No collateral (sureties, guarantees, etc.) was granted to members of the Board of
Directors or the Executive Committee during the year under review. Neither
Kardex AG nor any other Group company waived any claim in relation to a member
of the Board of Directors or the Executive Committee.
During the year under review, the non-executive members of the Board of Directors
and the Executive Committee members who are not on the Board of Directors did
not receive any fees or remuneration for additional work performed for Kardex AG
or any other Group company.
In addition to the emolument received as members of the Board of Directors
emolument, executive members of the Board of Directors receive a cash remuneration for their operational activities based on actual time spent.
During the year under review the emoluments of the Board of Directors remained
practically unchanged compared with the previous year. The increase in total
emoluments is due to the remuneration of operational activities performed by the
executive members of the Board of Directors.
5.4.1 Members of the Board of Directors of Kardex AG
In the year under review, the members of the Board of Directors received compensations totalling CHF 865 429. A proportion of CHF 119 750 of this amount was
drawn in shares. A detailed list of the compensations including shareholdings and
conversion rights of the members of the Board of Directors can be found in the
notes to the financial statements of Kardex AG (Holding) under note 14 (Compensation and shareholdings), pages 91 to 93.
5.4.2 Members of the Executive Committee of Kardex AG
For the year under review, compensations totalling CHF 3 183 821 were paid to the
members of the Executive Committee. During the 2011 reporting year, the variable
component of the compensation for the members of the Executive Committee
came to an average of 10.1 % (2010: 14.8 %) of total remuneration. The majority of
quantitative targets were not met. The members of the Executive Committees
received 25.8 % in the form of shares.
A detailed list of the compensations including shareholdings and conversion rights
of the members of the Executive Committee can be found in the notes to the
financial statements of Kardex AG (Holding) under note 14 (Compensation and
shareholdings), pages 91 to 93.

39

Corporate Governance

5.4.3 Previous members of governing and executive bodies


During the year under review, Hans De Staercke, former Head of Kardex Stow
Division and Stefan Seidl, former Head of Kardex Mlog Division, left the company.
They received one-off payments totalling CHF 751 465. No further compensations
were paid to members of governing or executive bodies who left in 2010 or earlier.
5.4.4 Related parties
During the year under review, no fees or other emoluments were paid to related
parties to members of the Board of Directors or the Executive Committee for
services performed for the Kardex Group or any of its subsidiaries.

5.5 Loans

5.5.1 Current and previous members of governing and executive bodies


No loans from Kardex AG or any other Group company were granted to current or
previous members of governing or executive bodies and as of 31 December 2011
there were no such loans outstanding.
5.5.2 Related parties
Kardex AG did not grant any loans to related parties to current or previous members
of governing or executive bodies.

6. Shareholders participation rights


6.1 Voting right restrictions
and representation

On 31 December 2011, there were 1512 shareholders entered in the share register.
A majority of them had their registered office or domicile in Switzerland. Each
Kardex AG registered share entitles the holder to one vote at the General Meeting.
There are no voting right restrictions. Furthermore, any shareholder has the right
to have his shares represented at the General Meeting by a proxy authorized in
writing.

6.2 Statutory quorums

Unless the law or Articles of Incorporation provide otherwise, the General Meeting
passes its resolutions and conducts its elections by a majority of the valid voting
rights represented.
Should the initial round of election fail to achieve the necessary majority and are
there more than one candidate for election, a second round is held in which
a relative majority is required.
Kardex AGs Articles of Incorporation do not prescribe specific quorums other than
those required by company law.

40

6.3 Convocation
of General Meetings

The General Meeting is called by the Board of Directors at least 20 days prior to
the date of the meeting by way of a notice published in the companys official
publications. In addition, a letter may be sent to all shareholders registered in the
share register.
In addition to the meeting date, time and venue, the announcement must state the
agenda and the resolutions proposed by the Board of Directors and shareholders
who have requested a General Meeting or put forward an item for inclusion on the
agenda.
No resolution may be passed on items that have not been announced in this way,
except for requests to convene an extraordinary General Meeting or carry out
a special audit.
Shareholders representing at least one-tenth of the share capital may request in
writing that an extraordinary General Meeting be convened, setting forth the items
and the proposals.

6.4 Agenda

Shareholders together representing shares with a par value of at least CHF 1 000 000
may submit proposals and request in writing that items be added to the agenda.
Such items must be submitted to the Board of Directors in writing at least 60 days
before the General Meeting.

6.5 Entries in the share


register

Once invitations to the General Meeting have been dispatched, no entries are
made in the share register until the day after the General Meeting.

7. Changes of control and defence mechanisms


7.1 Obligation to make
an offer

In accordance with article 2, paragraph 4 of Kardex AGs Articles of Incorporation,


a purchaser of company shares is only obliged to make a public offer under the terms
of article 32 (the statutory opting-up clause) of the Swiss Federal Act on Stock
Exchanges and Securities Trading (SESTA) if his holding exceeds 49 % of the companys voting stock.

7.2 Change-of-control
clause

41

There are no change-of-control clauses.

Corporate Governance

8. Auditors
8.1 Duration of the mandate
and term of office of
the auditor in charge

8.1.1 Time of assumption of existing audit mandate


The auditors are elected by the General Meeting for a period of one year. KPMG
Ltd, Zurich, have been Kardex AGs statutory auditors since 2006.
8.1.2 Time of assumption of office by the auditor in charge of the existing
auditing mandate
The auditor in charge, Thomas Schmid, has been responsible for the mandate since
the General Meeting on 21 April 2009. As a rule, the auditor in charge rotates every
seven years.

8.2 Audit fees

In 2011, KPMG provided audit services to the value of CHF 797 000 (2010:
CHF 801 000). The amount in the year under review also includes the review for
the half-year financial statements (CHF 140 000).

8.3 Additional fees

KPMG was also paid fees totalling CHF 749 000 (2010: CHF 221 000) for non-auditrelated services. The entire amount was for tax advice (compliance and restructuring in the UK and USA), advice in connection with the capital increase and the
switch to Swiss GAAP FER accounting standards, as well as for legal advice.
No advisory services in connection with acquisitions were rendered.

8.4 Information tools of


the external auditors

The Audit Committee verifies the licencing, independence and performance of the
auditors on behalf of the Board of Directors and proposes the appointment and,
where necessary, discharge of auditors to be appointed or discharged by the General
Meeting. The Audit Committee monitors the auditing of the annual financial
statements of Kardex AG and the consolidated financial statements by the auditors.
As part of their audit services, the statutory auditors provide the Audit Committee with regular written and verbal feedback on their findings and suggestions
for improvement and on the internal control system. These are summarized in
a comprehensive report by the auditors to the Board of Directors (also containing
the management letter) which goes to the full Board of Directors. The Audit
Committee also meets the external auditors at least three times a year to determine
the audit scope and the criteria for the annual approval of the fees. It also ensures compliance with the mandatory rotation of the auditor in charge. The Audit
Committee also reviews the amount of the fees and their composition, broken
down into audit services and non-audit-related services. The Board of Directors is
informed via the Audit Committee.

42

9. Information policy
Kardex AG is committed to an open information policy and provides shareholders,
the capital market, employees and all stakeholders with open, transparent and
timely information. The information policy also accords with the requirements of
the Swiss stock exchange (SIX Swiss Exchange) as well as the relevant statutory
requirements. As a company listed on the SIX Swiss Exchange, it also publishes
information relevant to its stock price in accordance with article 53 of the Listing
Rules (ad hoc publicity).
The Group publishes a report on its activities on a half year basis in March and
August. All publications are available in electronic form; the Annual Report is also
available in printed form. The Interim Report is published on the Companys
website and printed on request. Press releases are additionally issued on a regular
basis. Kardex maintains a dialogue with investors, analysts and the media at
special events and road shows.
The annual media and analysts meeting, as well as the General Meeting, are held
in Zurich, Switzerland.
Information is sent by e-mail to the SIX Swiss Exchange, to the Swiss Commercial Gazette (the Companys official publication) and other relevant national
business publications. It is also published simultaneously on the Group website
at www.kardex.com. In addition, interested parties who have registered at http://
www.kardex.com/nc/en/investor-relations/email-service-contact/informationservice-subscription.html can receive the requested information by e-mail.
The President of the Executive Committee bears primary responsibility for corporate
communication. Execution and coordination are the responsibility of the CFO,
who is also responsible for external corporate communication and investor relations.
The Companys official publication is the Swiss Commercial Gazette. Information
published in connection with the maintenance of registered share listings on the
SIX Swiss Exchange complies with the SIX Swiss Exchanges listing rules. These
can be found on www.six-swiss-exchange.com. The website www.kardex.com
provides up-to-date information about the Group, products and contact information.
Calendar of events for Investor Relations

43

2012 Media and analysts conference

29 March 2012

2012 Annual General Meeting

24 April 2012

2012 Interim Report

23 August 2012

2013 Annual General Meeting

25 April 2013

44

100 000
100 000 Kardex Remstar systems are in
operation worldwide. The smooth running of an ever-growing number of these
systems is technically monitored by
remote control and assured 24/7 thanks
to extensive service provision.

45

46

Financial reporting
Kardex Group

47

48

Consolidated income statement

49

Consolidated balance sheet

50

Consolidated cash flow statement

51

Consolidated statement of changes in equity

52

Notes to the consolidated financial statements

52

General information

52

Significant accounting policies

62

Notes to the consolidated financial statements

82

Report of the statutory auditor on the consolidated financial statements

Financial reporting Kardex Group

Consolidated income
statement
EUR millions

Notes

Net revenues

2011

Proportion
(%)

2010

Proportion
(%)

459.2

100.0 %

355.9

100.0 %

361.3

78.7 %

277.3

77.9 %

97.9

21.3 %

78.6

22.1 %

Marketing and sales expenses

55.2

12.0 %

52.4

14.7 %

Administrative expenses

29.1

6.3 %

25.4

7.1 %

5.2

1.1 %

5.4

1.5 %

Cost of goods sold and services provided


Gross profit

Development expenses
Other operating income

4.5

1.0 %

4.6

1.3 %

Other operating expenses

2.5

0.5 %

2.2

0.6 %

10.4

2.3 %

2.2

0.6 %

6.4

1.4 %

6.1

1.7 %

4.0

0.9 %

8.3

2.3 %

1.0

0.2 %

0.8

0.2 %

3.0

0.7 %

9.1

2.6 %

Operating result (EBIT)


Financial result, net

Result for the period before tax


Income tax expense

Result for the period


Result per share for the period, Kardex AG:
basic/diluted (EUR)1
1

17

0.48

1.62

No dilutive effect occurred in 2011 and 2010, the diluted result per share for the period is the same as the basic result per share for the
period.

For reasons of comparability, the figures and lay-out of last year are adjusted to Swiss GAAP FER.

Consolidated
balance sheet
EUR millions

Notes

31.12.2011

31.12.2010

Property, plant and equipment

57.3

62.7

Intangible assets

5.5

6.3

11

7.3

7.0

Financial assets
Non-current assets

70.1

76.0

Inventories, work in progress

12

41.4

30.2

Trade accounts receivable

13

91.3

73.7

Other receivables

14

9.9

11.9

Prepaid expenses
Financial assets

11

Cash and cash equivalents

15

2.9

2.8

10.0

36.9

42.8

Current assets

182.4

171.4

Assets

252.5

247.4

Share capital

16

Capital reserves
Retained earnings incl. translation differences
Treasury shares

16

Equity
Non-current financial liabilities

18

Non-current provisions

20

Non-current liabilities
Trade accounts payable
Current financial liabilities

18

Current provisions

20

Accruals
Other current liabilities

59.9

39.4

84.2

79.3

79.5

82.0

0.1

0.6

64.5

36.1

41.9

34.8

21.1

21.5

63.0

56.3

55.7

52.5

10.6

50.6

6.4

7.2

27.2

20.4

25.1

24.3

Current liabilities

125.0

155.0

Liabilities

188.0

211.3

Equity and liabilities

252.5

247.4

21

For reasons of comparability, the figures and lay-out of last year are adjusted to Swiss GAAP FER.

Financial reporting Kardex Group

Consolidated
cash flow statement
EUR millions

Notes

2011

2010

3.0

9.1

10.3

10.5

0.8

2.1

2.1

Result for the period


Depreciation on property, plant and equipment
and amortization on intangible assets
Impairment of assets
Changes in pension assets, provisions and pension liabilities
Other non-cash items

1.2

16.2

0.5

Change in trade receivables

17.4

1.8

Change in inventories

11.0

3.4

1.0

1.7

3.1

1.0

Cash flow before change in net current assets

Change in other receivables, prepaid expenses and accrued income


Change in trade payables
Change in other liabilities, accrued expenses and deferred income

6.7

10.8

Net cash flow from operating activities

3.4

10.2

Purchase of property, plant and equipment

4.2

5.4

Sale of property, plant and equipment


Purchase of intangible and financial assets
Sale of intangible and financial assets
Government grants
Acquisition of companies, less purchased cash and cash equivalents

9
1

0.1
3.9

0.3

1.8

1.2

22.8

Net cash flow used in investing activities

4.4

29.0

Free cash flow

7.8

18.8

0.2

0.2

Disposal of treasury shares


Repayment of convertible bond

40.7

Currency swap on convertible bond

10.0

Changes in short-term financial liabilities

1.3

11.1

8.7

22.3

Changes in long-term financial liabilities


Capital increase
Net cash flow used in financing activities

25.4

2.3

33.6

Effect of foreign currency translation differences on cash and cash equivalents

0.4

1.2

Net change in cash and cash equivalents

5.9

16.0

26.8

Cash and cash equivalents at 1 January

15

42.8

Cash and cash equivalents at 31 December

15

36.9

42.8

5.9

16.0

Net change in cash and cash equivalents, Group


1

0.2
0.7

2010: Acquisition of Mlog Logistics GmbH, Neuenstadt am Kocher, Germany.

For reasons of comparability, the figures and lay-out of last year are adjusted to Swiss GAAP FER.

Consolidated statement
of changes in equity
EUR millions

Notes

Opening balance 1 January 2010 IFRS

Share
Capital

39.4

Capital Retained
reserves earnings

79.3

Change from IFRS to FER

16.6

Exchange
rate differences

34.4

Opening balance 1 January 2010 FER

39.4

79.3

Result for the period

51.0

Total
reserves

Treasury
shares 4

2.1

60.6

1.9

34.4

2.1

26.2
9.1

9.1

0.2

22.8

22.8

9.1

Acquisition Mlog

22.6

Foreign currency translation differences1

0.1

Hedging transaction
Disposal of treasury shares2

Hedging
reserves

2.9
0.4

0.4

Equity

98.1
34.4

1.9

63.7

3.0

3.0

0.4

0.4

0.4

1.3

0.9

Closing balance 31 December 2010 FER

39.4

79.3

83.0

0.4

0.6

2.7

0.6

36.1

Opening balance 1 January 2011 FER

39.4

79.3

83.0

0.4

0.6

2.7

0.6

36.1

3.0

3.0

0.2

0.2

0.2

19

Result for the period

3.0

Foreign currency translation differences1

Hedging transaction

0.4

Disposal of treasury shares2

19

Capital increase

19

Closing balance 31 December 2011 FER

0.4

0.3
20.5

4.9

59.9

84.2

0.3

0.4
0.5

0.2

0.1

64.5

4.9
80.3

0.8

4.7

25.4

This item also includes the exchange rate differences arising from net investments in foreign operations less deferred tax.

As part of share-based remuneration, treasury shares were allocated in the amount of EUR 0.5 million (2010: EUR 0.2 million).
As part of the acquisition of Mlog Logistics GmbH (as per 1 May 2010), 31 777 treasury shares were allocated to the vendor in the
amount of EUR 0.7 million. The treasury shares have been disposed at an average share price of CHF 49.53 of total EUR 1.1 million.

On 2 September 2011, the Board of Directors of Kardex AG increased the share capital (see note 3 of the financial reporting of Kardex AG
(Holding)).

Number of treasury shares held as of 31 December 2011: 3149 (31 December 2010: 15 364).

Notes to the consolidated financial statements

Notes to the consolidated


financial statements
1. General information
The consolidated financial statements of the Kardex Group include Kardex AG
and its subsidiaries (referred to collectively as the Group). Kardex AG is the Groups
parent company, a limited company under Swiss law, which is registered and
domiciled in Zurich, Switzerland. Kardex AG is listed on the SIX Swiss Exchange.
The Groups consolidated financial statements were prepared in compliance with
the provisions of Swiss company law and are in accordance with Swiss GAAP FER
in their entirety.

2. Significant accounting policies


Changes in accounting
policies

International Financial Reporting Standards (IFRS) were applied in the years


from 2005 until 2010. Owing to the increasing complexity of the IFRS provisions,
constant amendments, and therefore the amount of work and cost involved
in reporting, the Group decided to convert its consolidated financial accounting to
FER. For the 2011 financial year (reporting period), the Groups financial state ments are published in accordance with FER for the first time. As part of the conversion, an opening balance sheet was prepared as at 1 January 2010 (date of
conversion). The 2010 financial statements (comparative period), which were presented in accordance with IFRS, have been converted to the new accounting
policies. The main adjustments resulting from the conversion concern the following:
A) Goodwill: Under IFRS, goodwill acquired in the course of a business combination was stated as an intangible asset with no scheduled amortization and
tested at least yearly for impairment. Under FER, the Group exercises its right
to offset the goodwill arising from an acquisition directly against retained
earnings. Following the introduction of FER, the goodwill of EUR 30.6 million
as at 1 January 2010 was recognized within retained earnings. In addition,
the goodwill arising from the acquisition of Mlog Logistics GmbH (Mlog) of
EUR 26.8 million as at 1 May 2010 was recognized in equity.

B) Intangible assets identified in the context of business combinations: In the case


of business combinations, IFRS 3 requires an analysis of identifiable but
unrecognized intangible assets of the business acquired. Where such intangible
assets meet specific criteria, they are required to be recorded separately
from goodwill under IFRS. There is no equivalent provision under FER. Trademarks, customer relationships and technologies acquired in previous years
in the course of business combinations and separated from goodwill were therefore recognized in equity with retroactive effect in the same way as goodwill.
This applies in particular to the acquired trademark rights, customer relationships
and technologies of Mlog of EUR 13.7 million in 2010, Element Storage Systems
AS of EUR 1.4 million in 2009, Kardex Systems Inc. of EUR 1.0 million in
2008, Leader Systmes SA of EUR 0.6 million in 2007 and Ritschka GmbH of
EUR 0.2 million in 2008.
C) Employee pension plans: Under FER, there is no sub-division of employee pension plans into defined contribution or defined benefit plans. FER 16 requires
that an employee benefit obligation be recognized if an entity has an economic
obligation as defined in FER 23 Provisions, for contribution to the correction
of an underfunded pension plan. A pension asset exists where an entity is able
to benefit from a pension plan in surplus. The pension plans financial position
is relevant to the measurement of pension assets and pension liabilities. In the
case of Swiss pension plans, the financial statements prepared in accordance
with FER 26 Accounting of pension plans constitute the basis. It is not mandatory for an available surplus to be recognized as a pension asset. In all cases,
however, employer contribution reserves or comparable items that can be used
for future contributions must be capitalized. The same principles are applied
in the case of foreign pension plans.
D) Financial instruments: Under FER, financial assets and liabilities previously
stated under IFRS at amortized cost are generally stated at nominal value. Exceptions include the debt component of the convertible bond and certain
derivatives, which are measured via amortized cost or in principle at fair value.
E) Deferred tax assets: Deferred tax assets on temporary differences and loss
carryforwards may only be capitalized if it is probable that they can be realized
in future through sufficient profit. There is no explicit, mandatory capitalization. The Group has decided to waive the capitalization of deferred tax assets
from loss carryforwards. An amount of EUR 5.1 million was therefore offset
against equity as at 1 January 2010.
F) Gains from the sale of treasury shares: These are booked to capital reserves
under FER and to retained earnings under IFRS. This has no impact on the level
of equity.

Notes to the consolidated financial statements

Reconciliation IFRS to FER

The effects of the aforementioned adjustments on consolidated equity and the


consolidated income statement are summarized below:

EUR millions

01.01.2010

Equity (IFRS)
Restatement of goodwill
Restatement of intangible assets from business combinations
Restatement of pension plan obligations
Restatement of financial instruments

31.12.2010

98.1

92.6

30.6

43.9

2.7

13.7

1.1

4.0

0.3

0.3

Restatement of deferred tax assets

2.5

3.2

Equity (FER)

63.7

36.1

2010

Result for the period (IFRS)

9.8

Restatement of pension plan expenses

1.2

Restatement amortization of intangible assets from business combinations

2.9

Restatement of deferred tax income

3.4

Result for the period (FER)

9.1

Basis of preparation

Consolidation is based on the individual Group companies audited financial


statements, prepared on a consistent basis. Balance sheet date for all Group companies is 31 December. The consolidated financial statements are prepared on
a historical cost basis with the exception of derivative financial instruments, which
are stated at fair value.

Principles of consolidation

The consolidated financial statements include Kardex AG as well as all domestic


and foreign subsidiaries in which Kardex AG holds a direct or indirect ownership.
Acquisitions are accounted for using the Anglo-Saxon purchase method. All subsidiaries in which the Group holds more than 50 % of the voting stock or is able to
exercise a controlling influence on the Companys operating or financial policies are
accounted for using the full consolidation method, which incorporates assets
and liabilities as well as revenues and expenses in their entirety. Minority interests
in equity and net result are stated separately. Companies acquired or sold are
included in the consolidated financial statements from the date of acquisition or until
the date of sale. Intra-Group balances, transactions and profits not realized
through third parties are eliminated in the consolidation process. Kardex AG currently has no investments in associated companies nor is it participating in joint
ventures.

Foreign currency translation

Group currency
The consolidated financial statements are presented in million euros.
Foreign currency transactions
Foreign currency transactions are translated using the exchange rates prevailing at
the dates of the transactions. Gains and losses resulting from transactions in
foreign currencies and adjustments of foreign-currency items as at the balance
sheet date are recognized in the income statement.

Financial statements of subsidiaries in foreign currency


The assets and liabilities of subsidiaries whose financial statements are prepared
in currencies other than the euro are converted for consolidation purposes as
follows:
Assets and liabilities are translated on balance sheet date at the exchange rate
prevailing on that date.
Revenues and expenses as well as cash flows are translated at the average
exchange rate.
Equity is translated at historical rates.
All resulting translation differences are shown separately under equity (cumulative
translation differences). If a subsidiary is sold, its cumulative translation differences are included in the income statement as a part of the profit or loss arising
from the sale.
Foreign currency impacts on long-term intra-Group loans with equity characteristics
are recognized in equity.

Derivative financial
instruments and
hedging transactions

The Group uses derivative financial instruments exclusively to hedge its exposure
to foreign exchange and interest rate risks arising from operational, financing
and investment activities. Futures are measured at market value at the time of
initial recognition; the premium on options purchased is capitalized. A derivative
is eliminated as soon as the end of the term has been reached or as soon as there
is no further claim to future payments following disposal or default by the
counterparty.
Subsequent measurement of derivative financial instruments depends on the
reason for holding the instruments. Derivatives held for trading are stated at fair
value and changes in fair value recognized in the income statement. Derivative
financial instruments for the hedging of assets and liabilities can also be measured
at fair value or in accordance with the same valuation principle as the hedged
item. If the hedged item is measured at fair value, the derivative financial instrument is also measured at fair value. If the lower of cost or market is applied to
the hedged item, a loss in value on the hedged item need not to be recognized if,
based on the application of lower of cost or market, no increase in value is
possible on the hedged item. The changes in value are recognized in the income
statement, i. e. in the same way as the hedged item. The gain on the derivative
is neutralized by the gain on the hedged item.
Changes in the value of derivatives that are classed as hedging instruments for
future cash flows can be recognized in equity and do not affect the income
statement provided there is a high probability that the future cash flows will take
place. Unrealized gains and losses are eliminated from equity as soon as the
hedged transaction occurs.

Notes to the consolidated financial statements

Property, plant
and equipment

Owned assets
Items of property, plant and equipment are stated at acquisition or construction
cost less accumulated depreciation and impairment losses. Acquisition and
construction cost includes all expenses directly attributable to the acquisition and
necessary to bring the asset to working condition for its intended use. Interest
expenses during the construction phase of property, plant and equipment are not
capitalized.
Leased assets
Leasing agreements under which the Group company essentially assumes all the
risks and rewards associated with the acquisition are treated as finance leases.
These assets are stated at an amount equal to the lower of cost of acquisition/net
fair value or present value of the future lease payments at the start of the
agreement, less accumulated depreciation and impairment loss. Obligations
arising from finance leasing are recognized as liabilities.
Subsequent costs
Major renovation or modernization work, as well as expenses that significantly increase fair value or value in use, and expenditure that extends the estimated
useful life of property, plant and equipment, are capitalized. Repairs and maintenance costs are recognized directly under operating expenses.
Depreciation
Depreciation is charged to the income statement on a straight-line basis over the
following estimated useful lives:
Buildings

25 to 50 years

Machinery and production tools

4 to 10 years

Equipment and vehicles

6 to 12 years

Information technology (hardware)

3 years

Depreciation of an item of property, plant or equipment begins when actual


operational use commences. Property, plant and equipment under construction is
not depreciated, but is regularly assessed for indication of a need to take im pairment charges.
Depreciation expenses are included in Cost of goods sold and services provided,
Marketing and sales expenses, Administrative expenses and Development
expenses.
The residual value and the useful economic life of the property, plant and equipment are reviewed annually and adjusted where necessary. Profits and losses
arising from the sale of property, plant and equipment are recognized in the income
statement.

Intangible assets

Goodwill
Goodwill, the difference between the cost of acquisitions and the fair value of the
net assets acquired, results from the purchase of subsidiaries. Any goodwill that
arises is offset against equity (retained earnings) at the time of acquisition. In case
of the disposal of a subsidiary, acquired goodwill offset against equity at an
earlier date is stated at original cost to determine the profit or loss recognized in
the income statement.

The effects of a theoretical capitalization of goodwill with scheduled depreciation


and any value adjustment to balance sheet and income statement during a useful
life of five years are disclosed in the notes.
Internally generated intangible assets
Expenditure on development activities related to new technologies or know-how
is recognized in the income statement in the period in which it is incurred. Capitalized development costs prior to conversion to FER are depreciated over the
remaining useful life.
Acquired intangible assets
Acquired intangible assets are capitalized where they will generate measurable
benefits for the Group over several years.
Acquired intangible assets are stated at cost of production or acquisition less
accumulated depreciation and impairment loss.
Subsequent costs
Subsequent expenditure on existing intangible assets is capitalized only when it
increases the future economic benefits of the assets concerned to at least the
same extent. All other expenditure is expensed at the time incurred.
Amortization
Amortization of intangible assets is charged to the income statement on a straightline basis over their estimated useful lives. Amortization of intangible assets
begins at the date they are available for use. The estimated useful lives are as
follows:
Capitalized development costs

3 years

Licences and patents

5 years

Trademark rights

5 years

Capitalized software

5 years

Other intangible assets

5 years

Amortization is included in Cost of goods sold and services provided, Marketing


and sales expenses, Administrative expenses and Development expenses.
The residual value and the useful economic life of the intangible assets are
reviewed annually and adjusted where necessary. Profits and losses arising from
the sale of intangible assets are recognized in the income statement.

Financial assets

Impairment of assets

Financial assets are normally measured at acquisition cost less any impairments.

Property, plant and equipment and other non-current assets are tested as at each
balance sheet date to determine whether any events or changes in circumstances
have occurred that might indicate an impairment. Where such indications exist, an
impairment test is conducted. If the carrying amount of the asset exceeds the
recoverable amount, an impairment loss is recognized.

Notes to the consolidated financial statements

The recoverable amount is the higher of net fair value and value in use of the
asset. The recoverable amount is normally determined for each asset. If the asset
in question does not generate any separate cash flows, the smallest possible
group of assets that generate separate cash flows is taken. Where the impairment
exceeds the residual carrying amount, a provision amounting to the remaining
difference is made.
On each balance sheet date, impairments recorded are checked to establish
whether the reasons that led to the impairment still apply to the same extent. If
the reasons for an impairment no longer apply, the value will be reinstated up
to a maximum of the carrying amount as adjusted according to scheduled depreciations. The reverse booking is recognized in the income statement.

Trade accounts receivable


and other current assets

Accounts receivable are stated at nominal value less any impairments.


The value adjustment consists of individual allowances for specifically identified
positions for which there are objective indications that the outstanding amount
will not be received in full and of lump-sum allowances for groups of receivables
with similar risk profiles. The lump-sum allowances cover losses which have
occurred, but are not yet known. The lump-sum allowances are based on historical
data relating to receivables loss statistics.

Inventories

Inventories are stated at the lower of acquisition/production cost or net fair value.
Net fair value is defined as the value of the sales proceeds less costs of production, sale and administration incurred until the time of sale. Inventories are valued
on a weighted-average basis. The acquisition and production cost also includes
the cost of purchase and transport of inventories. In the case of inventories manufactured by the Group, production costs also include an appropriate share of
overhead. Discounts are treated as financial income. Adjustments are made for
items lacking marketability and for slow-moving items.

Construction contracts

Provided contractual performance by the customer is highly probable and income


and expenses arising from long-term construction contracts can be reliably
estimated, the resulting revenues are reported using the percentage-of-completion
method: the revenues and expenses are recognized in the income statement
proportionately to the stage of completion. The stage of completion is determined
using the cost-to-cost method, i.e. by calculating the ratio between the project
costs incurred to date and the estimated overall costs of the project. Expected
losses from construction contracts are immediately recognized in the income
statement.

Cash and cash equivalents

Cash and cash equivalents comprise cash balances, postal and bank account
balances and other liquid investments with a maximum total maturity of three
months from the balance sheet date.

Repurchase of treasury
shares

Dividend

Liabilities

If the Group repurchases its own shares, the payments, including directly related
costs, are deducted from equity. Any gains or losses arising from transactions
with treasury shares are recognized in equity.

Dividends are recognized as a liability in the period in which they are approved.

Liabilities are normally shown at their nominal value.


Convertible bond
When convertible bonds are issued, the individual components of this financial instrument (bond and conversion right) are recognized separately. The bond (without conversion right) is reported as a financial liability and its fair value is calculated
on the basis of comparable standard market interest rates for non-convertible
bonds. This component of the convertible bond is assessed by applying the effective
interest rate method to the amortized cost until the conversion rights or the
bonds mature, and appears in the balance sheet as a non-current liability up to one
year before maturity and as a current liability within one year to maturity, i. e.
the difference between the original debt component and the nominal amount is
amortized over the bonds contractual term to maturity and is treated as a financial expense together with the interest payments. In principle, the conversion right
represents an equity component which is stated on the balance sheet as part
of equity. However, when a convertible bond is issued in a currency other than the
functional currency of Kardex AG, the conversion right represents a liability
component and has to be recognized on the balance sheet as a financial liability
accordingly.
At the time when the convertible bond is issued, the market value of the conversion
right, which is carried as an embedded derivative and is recognized at fair value
over the whole term to maturity, is calculated using a trinomial model. With the
trinomial model, several (three in the case of the trinomial model) possibilities
are assumed for the share price performance in each (finite) time period and each
possibility is assigned a probability. In this way, the trinomial model takes account
of a large number of theoretically possible scenarios.
Since the convertible bond issued by the Group on 29 June 2007 was not issued in
Kardex AGs functional currency, both the bond and the conversion right had to
be recognized as liabilities. The conversion right, including soft call (see below), was
carried separately as an embedded derivative at fair value; fluctuations in fair
value were recognized in the income statement. The bond (excluding the conversion
right) was carried at the present value of the redemption amount using the
effective interest rate method over the term of the bond and recognized in the income statement. If the conversion right is exercised, the proportional derivative
obligation is reclassified in equity. If the conversion right is not exercised, or if the
intrinsic value of the conversion right is zero, the derivative obligation is amortized on an ongoing basis through the income statement based on the declining
current value over the term of the bond. The denomination of the convertible bond
in Swiss francs gives rise to both cash flow risk and translation risk for the Group.
These risks have been fully hedged with an interest rate and currency swap with
initial and final trade at the same exchange rate.

Notes to the consolidated financial statements

In addition to the conversion right, a soft call was also a component of the financial
liability. Starting from 29 June 2010 at the earliest, this allowed the Group to
recall the convertible bond if the market price of its shares is 30 % higher than the
strike price for 20 days. This soft call represented a call option which can be
exercised at a future date, which means that at the time when the convertible bond
was issued the soft call had only a time value and no intrinsic value.
The convertible bond was repaid to bondholders on schedule on 29 June 2011. No
currency loss was incurred as the currency risk against the EUR had been
hedged. From the hedging transaction, EUR 0.4 million from shareholders equity
was reclassified as financial income of the income statement.

Employee benefits

Pension plans
There are several employee pension plans within the Group, each of which complies with legal requirements for the country in question. A majority of employees
are insured against retirement, death and disability, whether through a defined
benefit or defined contribution plan. These plans are funded by contributions from
employees and employers.
Actual economic impacts of employee pension plans on the Group are calculated on
the balance sheet date. An economic obligation is carried as a liability if the
conditions for the formation of a provision are met. An economic benefit is capitalized if it is used for the Groups future employee benefit expenses. Freely disposable employer contribution reserves are capitalized. The economic impacts of
pension fund surpluses and shortfalls and the change in any employer contribution reserves are recognized in the income statement together with the amounts
accrued over the same period.
Share-based payments
Share-based payments are recognized at fair value at the moment of granting and,
until such time as entitlement is asserted, are charged to the corresponding
positions in the income statement as personnel expenses. Since these remunerations are settled with equity capital instruments, the counter-entry is recognized
in equity.

Provisions

Provisions are made


insofar as the Group has, or may have, an actual or possible obligation (legal or
constructive) due to past events,
insofar as it is probable that settlement of this obligation will lead to an outflow
of resources,
insofar as the extent of the obligation can be reliably estimated.
If the time effect is significant, long-term provisions at the present value of
probable future cash outflows will be made.
Warranties
The provision for warranty risks from the sale of products and services is based on
information about warranties from earlier periods.
Restructuring
Restructuring costs are provided for in the period in which an official, detailed restructuring plan is available to the Group and is announced. No provision is
made for future operating losses.

Revenues from goods sold


and services rendered

Net revenues include all revenues from products sold and services provided less
items such as rebates, other agreed discounts and value-added tax. Revenue from
the sale of goods is recognized when the risks and rewards of ownership have
transferred to the buyer. Provided that the conditions are met (see Construction
contracts), the revenues resulting from construction contracts are reported
using the percentage-of-completion method. Revenues from services are recognized according to the stage of completion. No revenue is recognized if there
is significant uncertainty regarding recovery of the consideration due, associated
costs or the possible return of goods.

Government grants

Operating lease payments

Finance lease payments

Asset-related subsidies are deducted from the carrying amount of the asset.

Payments made under operating leases are recognized in the income statement
on a straight-line basis over the term of the lease.

Lease payments are allocated between the financing costs and repayment of
the principal. The finance costs are allocated to each period during the lease term
to produce a constant rate of interest over the term of the liability.

Funding

Net financing costs comprise interest expense for the convertible bond, on borrowings and finance leasing, interest earned on investments, earnings and expenses
from discounts, gains and losses from foreign currency translation, as well as gains
and losses from derivative financial instruments used for exchange rate hedging,
all of which are recognized in the income statement. Interest income and expense
are recognized in the income statement as they accrue.

Income tax

Income tax comprises current and deferred tax. Income tax is recognized in the
income statement unless it relates to items recognized in equity. Current tax is the
expected tax payable on the taxable income for the year and any adjustment to
tax payable related to previous years. Income tax is calculated using tax rates already in force or substantially enacted at the balance sheet date. Deferred tax
is calculated using the balance sheet liability method on the basis of tax rates already in force or substantially enacted at the balance sheet date and is based
on temporary differences between FER carrying amounts and the tax base. Deferred
income tax assets and liabilities are netted only if they relate to the same taxable entity. Tax savings due to tax loss carryforwards on future taxable income are
not recognized.

Earnings per share

Earnings per share are calculated by dividing the consolidated net result attributable to the shareholders of Kardex AG by the weighted average number of shares
outstanding during the reporting period. The diluted earnings per share figure
additionally includes the shares that might arise following the exercising of option
rights.

Notes to the consolidated financial statements

Notes to the consolidated financial statements


1. Segment reporting

The Kardex Group comprises three business segments. Kardex Remstar develops,
produces, sells and services dynamic storage, retrieval and distribution systems
worldwide. Kardex Stow develops, produces and sells static storage systems in
Europe and China, while Kardex Mlog develops, produces, sells and services stacker
cranes, conveyor technology, as well as automated warehouse and materials
handling systems, primarily in Germany.

Segment reporting 2011/Income statement


Operating segments
EUR millions

Kardex
Remstar

Kardex
Stow

Kardex Kardex AG
Mlog
Zurich

Eliminations

Kardex
Group

393.8

Net revenues, third party


Europe, Middle East and Africa

169.0

151.7

73.1

Asia/Pacific

13.4

15.2

28.6

Americas

36.7

0.1

36.8

219.1

167.0

73.1

459.2

Total net revenues, third party


Net revenues, with other operating segments
Net revenues
Cost of goods sold and services provided
Gross profit

0.2

1.7

0.3

2.2

219.3

168.7

73.4

2.2

459.2

153.0

144.4

66.1

2.2

361.3

66.3

24.3

7.3

30.2 %

14.4 %

9.9 %

Marketing and sales expenses

35.3

14.4

5.5

Administrative expenses

Gross profit margin

97.9
21.3 %

55.2

18.1

5.6

4.1

5.2

3.9

29.1

Development expenses

3.6

1.3

0.3

5.2

Other operating income

1.6

1.7

1.2

3.9

3.9

4.5

0.4

1.1

1.0

2.5

1.3

Other operating expense


Operating result (EBIT)

10.5

3.6

2.4

EBIT margin

4.8 %

2.1 %

3.3 %

6.6

3.7

0.7

0.1

1.2

Depreciation, impairment and amortization


EBITDA

17.1

7.3

1.7

EBITDA margin

7.8 %

4.3 %

2.3 %

Eliminations concern intra-Group transactions.

10.4
2.3 %

11.1
21.5
4.7 %

Segment reporting 2010/Income statement


Operating segments

EUR millions

Kardex
Remstar

Kardex
Kardex Mlog (since Kardex AG
Stow
1.5.10)
Zurich

Eliminations

Kardex
Group

304.3
15.9

Net revenues, third party


Europe, Middle East and Africa

146.4

130.1

Asia/Pacific

10.7

5.2

Americas

35.7

35.7

192.8

135.3

27.8

355.9

0.3

0.3

192.8

135.6

27.8

0.3

355.9

135.5

117.5

24.6

0.3

277.3

57.3

18.1

3.2

78.6

29.7 %

13.3 %

11.5 %

Marketing and sales expenses

36.4

13.8

2.6

0.4

52.4

Administrative expenses

14.9

4.8

2.0

7.8

4.1

25.4

Development expenses

3.9

0.8

0.7

5.4

Other operating income

4.1

1.9

0.5

3.5

5.4

4.6

Other operating expense

2.4

0.6

0.1

0.9

2.2

Operating result (EBIT)

3.8

0.0

1.7

4.3

2.2

2.0 %

0.0 %

6.1 %

Total net revenues, third party


Net revenues, with other operating segments
Net revenues
Cost of goods sold and services provided
Gross profit
Gross profit margin

EBIT margin

27.8

22.1 %

0.6 %

Depreciation, impairment and amortization

5.9

4.0

0.5

0.1

10.5

EBITDA

9.7

4.0

1.2

4.2

8.3

5.0 %

2.9 %

4.3 %

EBITDA margin

Eliminations concern intra-Group transactions.

2.3 %

Notes to the consolidated financial statements

2. Foreign currency
translation

3. Long-term construction
contracts

The main exchange rates for currency translation are:


Average rates

Yearend rates

in EUR

2011

2010

31.12.2011

31.12.2010

1 CHF

0.812

0.723

0.818

0.799

1 CNY

0.111

0.112

0.120

0.115

1 GBP

1.152

1.166

1.197

1.176

1 USD

0.718

0.755

0.765

0.763

EUR millions

2011

2010

Revenues from construction contracts (POC)

84.2

33.2

EUR millions

2011

2010

Salaries and wages

93.6

82.8

Social security contributions

21.5

19.4

2.4

2.1

4. Personnel expenses

Retirement and pension plan costs


Other personnel expenses

7.2

5.3

Total personnel expenses

124.7

109.6

2011

2010

EUR millions

5. Other operating income


and expenses

Gains from the sale of non-current assets

0.1

Sales of discarded metal

2.5

1.8

Reversal of provision

0.5

1.1

Other income

1.4

1.7

Total other operating income

4.5

4.6

Other operating expenses include losses from tangible assets sold, severance
payments, indemnities and other positions.

6.Restructuring expenses

Restructuring expenses totalling EUR 3.1 million were recognized in the income
statement in the year under review. EUR 1.8 million of this was stated in the cost
of goods and services provided, EUR 0.2 million in marketing and sales expenses
and EUR 1.1 million in administrative expenses.
Restructuring expenses totalling EUR 1.2 million were recognized in the income
statement in the previous year. EUR 0.3 million of this was stated in marketing and
sales expenses, EUR 0.8 million in administrative expenses and EUR 0.1 million
in other operating expenses.

EUR millions

2011

2010

0.5

0.5

0.2

7. Financial result
Interest income
Exchange gains (net)
Other financial income1

0.3

0.1

Total financial income

0.8

0.8

4.4

4.9

Interest expense

8. Income taxes and tax


loss carryforwards

Exchange rate losses

0.6

Other financial expenses1

2.2

2.0

Total financial expenses

7.2

6.9

Total financial result

6.4

6.1

2011

2010

Incl. discounts

8.1 Income tax


EUR millions

Current income tax


Deferred income tax
Total income tax result

2.1

0.7

1.1

0.1

1.0

0.8

The calculated tax rate for the expected tax expense is the weighted (based on the
individual Group companies contribution to profit) average of local tax rates.
These range from 8.0 % to 38.4 %. The expected tax rate for the year under review
is 24.3 % (2010: 24.5 %).
Deferred tax assets from tax loss carryforwards are not capitalized. The tax loss
carryforwards expire as follows:
8.2 Loss carryforwards
EUR millions

31.12.2011

31.12.2010

Loss carryforwards by expiration


Until 2012
2013 until 2016

1.1

2.2

25.5

57.9

After 2016

43.2

21.1

Total loss carryforwards

69.8

81.2

Loss carryforwards mainly relate to Germany, Switzerland and the USA. On 31


December 2011, the non-capitalized tax effects on loss carryforwards amounted to
EUR 18.7 million (31 December 2010: EUR 16.8 million).

Notes to the consolidated financial statements

Undeveloped
properties

Land and
buildings

Machinery and
production tools

Equipment and
vehicles

Information
technology

Plant under
construction

Total property, plant


and equipment

9. Property, plant, equipment and


intangible assets

3.3

38.0

80.5

9.1

7.3

0.5

138.7

Additions

0.1

1.8

0.5

0.7

1.1

4.2

Disposal

1.5

1.0

0.7

3.2

Other reclassifications

0.8

0.1

1.5

0.6

Exchange rate differences

0.2

0.2

0.1

0.5

3.3

38.3

81.8

8.7

7.4

0.1

139.6

9.1 Property, plant and equipment 2011

EUR millions

Acquisition cost, 1 January

31 December
Accumulated depreciation and
impairment, 1 January

12.6

52.4

5.2

5.8

Additions depreciation

1.0

5.7

0.6

0.8

76.0
8.1

Additions impairment

0.8

0.8

Disposal

1.5

0.8

0.7

3.0

Other reclassifications

0.1

0.1

Exchange rate differences

0.3

0.1

0.1

0.3

31 December

13.6

57.7

4.9

6.1

82.3

Net carrying amount, 1 January

3.3

25.4

28.1

3.9

1.5

0.5

62.7

Net carrying amount, 31 December

3.3

24.7

24.1

3.8

1.3

0.1

57.3

5.9

3.7

9.6

5.7

3.0

0.1

8.8

Carrying amount of fixed assets held under


finance leases, 1 January
Carrying amount of fixed assets held under
finance leases, 31 December

The insurance value of property, plant and equipment amounts to EUR 174.0
million.
Amortization of property, plant and equipment is included in the items Cost of
goods sold and services provided (EUR 7.4 million), Marketing and sales (EUR
0.4 million) and Administrative expenses (EUR 1.1 million).

Undeveloped
properties

Land and
buildings

Machinery and
production tools

Equipment and
vehicles

Information
technology

Plant under
construction

Total property, plant


and equipment

3.3

37.0

72.9

8.8

6.6

1.9

130.5

Additions

0.1

3.6

0.4

0.8

0.5

5.4

Disposal

0.8

0.3

0.6

1.7

Acquisition of subsidiaries

0.1

3.2

0.4

3.7

Capital grants

0.7

0.2

0.9

Other reclassifications

0.1

1.6

0.1

2.1

0.3

Exchange rate differences

0.7

0.7

0.3

0.1

0.2

2.0

3.3

38.0

80.5

9.1

7.3

0.5

138.7

11.4

47.4

4.8

5.6

69.2

Additions

1.1

6.0

0.5

0.7

8.3

Disposal

0.7

0.3

0.6

1.6

Other reclassifications

0.6

0.6

Exchange rate differences

0.1

0.3

0.2

0.1

0.7

31 December

12.6

52.4

5.2

5.8

76.0

Property, plant and equipment 2010

EUR millions

Acquisition cost, 1 January

31 December
Accumulated depreciation and
impairment, 1 January

Net carrying amount, 1 January

3.3

25.6

25.5

4.0

1.0

1.9

61.3

Net carrying amount, 31 December

3.3

25.4

28.1

3.9

1.5

0.5

62.7

6.0

4.5

0.1

10.6

5.9

3.7

9.6

Carrying amount of fixed assets held under


finance leases, 1 January
Carrying amount of fixed assets held under
finance leases, 31 December

The insurance value of property, plant and equipment amounts to EUR 175.2
million.
Amortization of property, plant and equipment is included in the items Cost of
goods sold and services provided (EUR 6.8 million), Marketing and sales (EUR
0.4 million) and Administrative expenses (EUR 1.1 million).
In 2010, the Group received EUR 0.9 million in subsidies for machinery, production
tools and equipment in Belgium.

Notes to the consolidated financial statements

9.2 Intangible assets in 2011

EUR millions

Capitalized
development costs

Capitalized
software

Patents, licences
and other
intangible assets

Total
intangible assets

18.5

Acquisition cost, 1 January

4.7

13.0

0.8

Additions

0.5

0.1

Disposal

0.5

Other reclassifications

0.6

Exchange rate differences

0.1

0.1

4.7

13.7

0.9

19.3

31 December

0.6
0.5
0.6

Accumulated amortization, 1 January

3.9

7.7

0.6

12.2

Additions

0.5

1.6

0.1

2.2

Disposal

0.5

0.5

Other reclassifications

0.1

0.1

4.4

8.7

0.7

13.8

Net carrying amount, 1 January

0.8

5.3

0.2

6.3

Net carrying amount, 31 December

0.3

5.0

0.2

5.5

31 December

Amortization of other intangible assets is included in the items Cost of goods


sold and services provided (EUR 0.8 million) and Administrative expenses
(EUR 1.4 million).

Intangible assets in 2010

EUR millions

Acquisition cost, 1 January

Capitalized
development costs

Capitalized
software

Patents, licences
and other
intangible assets

Total
intangible assets

17.4

4.7

11.7

1.0

Additions

3.2

3.2

Disposal

1.6

0.2

1.8

Acquisition of subsidiaries

0.4

0.4

Capital grants

0.3

0.3

Other reclassifications

0.4

0.4

4.7

13.0

0.8

18.5

Accumulated amortization, 1 January

3.1

6.4

0.8

10.3

Additions

0.9

1.3

2.2

0.2

0.2

31 December

Disposal
Exchange rate differences

0.1

0.1

3.9

7.7

0.6

12.2

Net carrying amount, 1 January

1.6

5.3

0.2

7.1

Net carrying amount, 31 December

0.8

5.3

0.2

6.3

31 December

Amortization of other intangible assets is included in the items Cost of goods


sold and services provided (EUR 1.0 million) and Administrative expenses (EUR
1.2 million).
In 2010, the Group received EUR 0.3 million in subsidies for software in Belgium.

Notes to the consolidated financial statements

10. Treatment of goodwill

Goodwill is offset against retained earnings at the time of acquisition. The


resulting impacts on equity and the net result, taking into account a goodwill
amortization period of five years, are documented below.
Effects of a theoretical amortization of goodwill on balance sheet and income
statement:
EUR millions

Declared result for the period

2011

2010

3.0

9.1

Theoretical annual amortization of goodwill

6.5

4.7

Theoretical Exchange rate differences

0.1

0.1

Theoretical result for the period

3.6

13.9

Acquisition value of goodwill, 1 January

61.7

34.4

26.8

Additions
Exchange rate differences
Acquisition value of goodwill, 31 December
Theoretical accumulated amortization, 1 January
Theoretical annual amortization of goodwill
Theoretical exchange rate differences

0.5

61.7

61.7

34.8

30.0

6.5

4.7

0.1

0.1

41.4

34.8

Theoretical net book value goodwill, 31 December

20.3

26.9

Declared equity, 31 December

64.5

36.1

Theoretical effect recognition of goodwill, 1 January

26.9

4.4

6.6

22.5

84.8

63.0

31.12.2011

31.12.2010

Theoretical accumulated amortization, 31 December

Theoretical effect
recognition of goodwill in reporting period
Theoretical equity, 31 December

EUR millions

11. Financial assets


Investments

0.1

0.1

Pension assets

2.0

2.0

Other financial assets

1.4

1.3

Deferred tax assets

3.8

3.6

Total financial assets in non-current assets

7.3

7.0

Interest rate and currency swap

10.0

Total financial assets in current assets

10.0

The interest rate and currency swap relates to the convertible bond (see note 22).

EUR millions

12. Inventories and work


in process

31.12.2011

31.12.2010

19.9

16.7

Finished goods

6.9

6.9

Spare parts

7.2

7.9

Work in process

27.0

13.7

Allowances

6.2

5.7

17.5

12.6

Raw materials, supplies and other consumables

Advance payments by customers


Advance payments to suppliers
Total inventories and work in process

EUR millions

13. Trade accounts


receivable

Trade accounts receivable

4.1

3.3

41.4

30.2

31.12.2011

31.12.2010

86.7

71.4

Construction contracts with amount due


from customers (underfinanced)

6.7

4.8

Allowances for doubtful accounts

2.1

2.5

Total trade accounts receivable

91.3

73.7

Trade accounts receivable are distributed over a widely scattered customer base.
Management does not expect any further material losses on receivables.
Allowances on trade accounts receivable are made mainly on a case-by-case
basis; a global allowance is also made on long-overdue positions.

EUR millions

31.12.2011

31.12.2010

Income tax receivables

1.2

2.6

VAT, withholding and other refundable tax

3.0

3.0

Guarantees

0.5

0.5

Other receivables

5.2

5.8

Total other receivables

9.9

11.9

31.12.2011

31.12.2010

35.8

41.8

14. Other receivables

EUR millions

15. Cash and cash


equivalents

Cash, postal and bank current accounts


Time deposits
Total cash and cash equivalents

1.1

1.0

36.9

42.8

Of cash and cash equivalents, EUR 0.7 million (2010: EUR 1.8 million) are currently
held in countries with specific formalities and request procedures for transfers
abroad. By complying with these requirements, the Group has these funds at its
disposal.

Notes to the consolidated financial statements

16. Equity
Nominal value
of share (CHF)
EUR millions

Share capital
in EUR millions

No. of shares

No. of
treasury shares

Treasury shares
in EUR millions

2011

2010

2011

2010

2011

2010

2011

2010

2011

2010

1 January

11.00

11.00

5 627 453

5 627 453

39.4

39.4

15 364

57 573

0.6

1.9

Additions

2 102 547

20.5

Disposals

12 215

42 209

0.5

1.3

11.00

11.00

7 730 000

5 627 453

59.9

39.4

3 149

15 364

0.1

0.6

31 December

Kardex AGs share capital is denominated in EUR. When Kardex AGs functional
currency was changed from CHF to EUR, the share capital was historically
converted; therefore, there are no currency translation effects on the share capital.
On 2 September 2011, the Board of Directors conducted a capital increase (see
Notes to the financial statements of Kardex AG (Holding) note 3).
As at 31 December 2011, there were 7 730 000 (31 December 2010: 5 627 453) fully
paid up registered shares with a nominal value of CHF 11.00 (31 December 2010:
CHF 11.00) outstanding.
Thanks to the remaining approved share capital, the share capital of Kardex AG
can theoretically be increased by an amount of up to CHF 7.8 million through the
issuing of up to 711 179 fully paid up shares with a par value of CHF 11.00.
The capital reserves comprise premiums as well as gains/losses from transactions
with treasury shares. The hedging reserves comprise income and expenses from
currency and interest rate hedges recognized in share capital (hedge accounting).
In the period under review, the Executive Committee drew as part of their compensation for the 2010 financial year 1891 (2010: 5578) shares from the Companys
holdings of treasury shares. In the period under review, the Board of Directors
drew as part of their compensation for the 2011 financial year 10 324 (2010: 4854)
shares from the Companys holdings of treasury shares. As of 31 December 2011
Kardex AG held 3149 (31 December 2010: 15 364) treasury shares, which were
purchased at an average share price of CHF 49.53 each.

2011

2010

5 612 089

5 569 880

17. Earnings per share


Number of outstanding shares
at the beginning of the financial year
Issue of new shares
Disposals of treasury shares

2 102 547

12 215

42 209

7 726 851

5 612 089

6 309 090

5 597 363

667 010

6 309 090

6 264 373

3 005 000

9 090 000

25 568

Number of outstanding shares


at the end of the financial year
Weighted average number of outstanding shares
Adjustment for anticipated exercise
of conversion rights
Diluted weighted average number
of outstanding shares
Net result Group (EUR)
Dilution effect (EUR):
Fair value adjustment for conversion right
Interest expense for conversion right

2 265 271

3 005 000

6 850 297

Basic earnings per share (EUR)

0.48

1.62

Diluted earnings per share (EUR)

0.48

1.62

31.12.2011

31.12.2010

40.9

33.3

Consolidated result, diluted (EUR)

18. Financial liabilities

Non-current financial liabilities


EUR millions

Banks
Finance lease liabilities

1.0

1.5

41.9

34.8

EUR millions

31.12.2011

31.12.2010

2 to 5 years

37.0

33.3

Over 5 years

3.9

40.9

33.3

31.12.2011

31.12.2010

Total non-current financial liabilities

Non-current financial liabilities with banks by due date

Total non-current liabilities with banks by due date

Current financial liabilities


EUR millions

Current bank loans

7.1

2.5

40.8

Current portion of finance leasing

0.5

0.6

Current portion of non-current financial liabilities

3.0

6.7

10.6

50.6

Convertible bond

Total current financial liabilities

Notes to the consolidated financial statements

On 29 June 2007, Kardex AG issued a 2.25 % convertible bond with a nominal value
of CHF 55.0 million and used the proceeds to repay existing bank loans.
The conversion right could be exercised over the entire term of the bond, from
29 June 2007 until 29 June 2011. Bondholders could convert one bond with a par
value of CHF 1000 into 14.06 Kardex shares. The conversion price could differ
over time as circumstances changed (see also Convertible Bond Prospectus of
26 June 2007, pages 29 34). In financial year 2011, the Group did not redeem
any of the convertible bond. The convertible bond was repaid on 29 June 2011.
On 20 April 2010, Kardex AG took out a syndicated loan in the amount of
EUR 70.0 million arranged by UBS AG (42.86 %), Credit Suisse AG (35.71 %) and
Zrcher Kantonalbank (21.43 %). The facility was divided into an acquisition
line totalling EUR 30.0 million, which was used to grant a Group loan to Kardex
Germany GmbH for the purpose of financing its Mlog acquisition as of 1 May
2010. The acquisition line had to be amortized. This first tranche could be drawn
in EUR and was subject to an annual ordinary amortization of EUR 6.0 million
payable on 30 April each year.
The remaining EUR 40.0 million was granted under a revolving credit facility as
working capital. This served as a working capital financing line to fund the Groups
current business activities, including financing investment in non-current operating assets. As of 31 December 2010, the facility had not been used. This second
tranche could be drawn in EUR and CHF or other freely convertible currencies
acceptable to all lenders and freely available in substantial amounts in the relevant
interbank markets at all times.
In June of the year under review, a supplementary agreement was concluded in
relation to the syndicated loan taken out with the consortium of banks on 20 April
2010. This supplementary agreement reduced the second tranche from EUR
40.0 million to EUR 33.0 million and was used to repay the convertible bond maturing on 29 June 2011. The Group committed itself to repay the loan amount outstanding under the second tranche in an amount corresponding to the net inflows
of funds from the planned share capital increase (see Equity, note 16).
As part of the share capital increase, the syndicated loan taken out on 20 April
2010 was refinanced and replaced on 17 August 2011 by a new syndicated loan in
the total amount of EUR 50 million, once again arranged by UBS AG (42.86 %),
Credit Suisse AG (35.71 %) and Zrcher Kantonalbank (21.43 %). This is divided into
a credit line totalling EUR 20 million (tranche A), which has to be amortized, and
a revolving, working capital credit line of EUR 30 million (tranche B). The credit line
subject to amortization can be drawn in EUR and is subject to annual ordinary
amortization of EUR 5.0 million payable on 30 April each year.
Tranche B is for the financing of working capital and non-current operating assets
and can be drawn in EUR and CHF or other freely convertible currencies acceptable to all lenders. The interest rate for tranche A as at 31 December 2011 was 3.72 %
and is based on the Euribor rate of 1.47 % plus a margin of 2.25 % to cover company-specific risk. EUR 20 million of tranche B were utilized as at 31 December 2011.
The interest rate for this tranche as at 31 December 2011 was 3.456 % and is
based on the Euribor rate of 1.206 % plus a margin of 2.25 % to cover companyspecific risk. The interest margin on the syndicated loan may decrease if the
net debt/EBITDA ratio improves accordingly. Both tranches mature on 30 April
2015. The commitment fee for tranche B is 35 % of the respective current interest margin for the calculation period, calculated on the average undrawn amount.

Compliance with the covenants agreed with the banks must be confirmed
quarterly. The covenants include key financial figures relating to the debt factor
and equity ratio. All covenants were complied with as at 31 December 2011.
Financial liabilities at year-end in all currencies had an average interest rate of
4.89 % (2010: 4.65 %).
The market-dependent interest component of the syndicated loan depends on
the development of the Euribor rate, on the one hand, and the chosen interest
period, on the other; it is fixed for one to six whole months, depending on the
choice of interest period.

19. Employee pension plans

Current employee benefits


EUR millions

31.12.2011

31.12.2010

Social security and


pension plan liabilities

1.7

1.9

Personnel claims

12.0

9.2

Total current pension liabilities

13.7

11.1

Employee entitlements include bonuses, holiday and overtime. The liability


towards the employee retirement benefit plan amounted to EUR 0.1 million (2010:
EUR 0.1 million).
EUR millions

Total pension assets

31.12.2011

31.12.2010

2.0

2.0

12.2

12.0

5.2

5.4

Provisions
Pension liabilities relating to defined benefit plans
Other long-term employee benefit obligations
Long-term employee benefits

17.4

17.4

Short-term pension liabilities

0.2

0.2

Other short-term employee benefit obligations

1.1

0.7

Short-term pension liabilities

1.3

0.9

18.7

18.3

Total employee benefit obligations

Employees and former employees receive different employee benefits and


retirement pensions, which are determined in accordance with the legislative provisions in the countries concerned. All Swiss companies in the Group are members of collective foundations, which are not direct risk-takers. These pension plans
are funded by contributions from employer and employee. The private pension
plans in Switzerland are structured for the purpose of building up retirement assets
with conversion into fixed retirement pensions and supplementary risk benefits.
Some of the pension plans abroad are made into independent schemes. Measurement and recognition comply with FER 16.

Pension benefit
expenses within
personnel expenses
2010

1.7

1.7

1.6

10.5

10.2

0.3

0.4

0.7

0.5

Total

10.5

10.2

0.3

2.1

2.4

2.1

Contributions
concerning the
business period

EUR millions

Economical part of
the Group
31.12.2010

Pension institutions without own assets

Pension institutions

Economical part of
the Group
31.12.2011

Pension plans without surplus/deficit

Surplus/deficit
31.12.2011

Pension benefit
expenses within
personnel expenses
2011

Change to prior period


or recognized in the
result of the period,
respectively

Notes to the consolidated financial statements

Economic benefit/(economic obligation)


and pension expenses

Additions

Retirement and other


employee benefit
obligations

Restructuring

Others

2011
Total

2010
Total

Acquisition of subsidiaries

Guarantees

1 January

Legal disputes

EUR millions

Deferred Taxes

20. Provisions

1.9

2.6

2.6

18.3

1.9

1.4

28.7

19.8

9.8

0.8

0.6

1.3

2.7

1.4

1.1

7.9

7.3

Utilization

0.5

0.7

0.5

2.2

1.8

1.0

6.7

6.8

Reversal

1.2

0.4

0.5

0.1

0.1

0.1

2.4

1.8

0.4

31 December

1.0

2.1

2.9

18.7

1.4

1.4

27.5

28.7

Non-current provisions

1.0

0.5

2.0

17.4

0.2

21.1

21.5

1.6

0.9

1.3

1.4

1.2

6.4

7.2

Reclassifications

Current provisions

Deferred tax liabilities are shown net after offsetting them against deferred tax
assets. Netting takes place at individual company level.
The provisions for legal disputes relate to ongoing proceedings. They include
a provision for contractual obligations arising from assurances as well as warranties
from the sale of an operating segment no longer retained. Additional details
of the other provisions will not be given as these details may impair the position
of the Group in ongoing proceedings.
The provision for warranties covers the cost for guarantee claims. The actual
amount is based on current sales and available data. Experience shows that the
provisions will be used in the following one to two years.
For employee benefit obligations, see note 19.
Provisions for restructuring relate to measures to adjust cost structures and the
closure of the plant in Lewistown. Provisions for restructuring include severance
payments and will only be charged to the balance sheet once the restructuring
decision has been announced. Normally the expenses would fall due within the
course of one year.

The Groups management has decided to streamline the US business by closing


down the US production site and reorganizing US sales. As a result of these
organizational changes, around 50 jobs will be lost by mid-2012. The necessary
provisions were set aside in financial year 2011.
Other provisions contain various individual positions that are essentially connected
with maintenance and service agreements. The resulting cash outflows occur in
the following financial years.

EUR millions

31.12.2011

31.12.2010

6.2

6.8

7.6

5.6

0.4

2.9

21. Other current liabilities


VAT, withholding tax and other tax liabilities
Construction contracts with amount due
to customers (overfinanced)
Advances received (POC)
Other current liabilities

10.9

9.0

Total current liabilities

25.1

24.3

31.12.2011

31.12.2010

Contract volumes

3.3

1.6

Fair value (negative)

0.1

Contract volumes

31.1

Fair value (positive)

10.0

EUR millions

22. Derivative financial


instruments

Currency derivatives

Interest rate and currency swap

The currency derivatives are used to hedge the Polish zloty, South African rand
and UK pound. The currency contracts are recognized in the balance sheet at
replacement (i.e. market) value. Any gains and losses accruing are recognized
directly in the income statement.
The denomination of the convertible bond in CHF 51.8 million gave rise to both cash
flow risk and translation risk for the Group. These risks were fully hedged with
an interest rate and currency swap with initial and final trade at the same exchange
rate. Kardex AG received a fixed CHF interest rate of 2.25 %, corresponding
exactly to the bonds coupon, and paid a fixed EUR interest rate of 3.68 %. As the
hedge transaction qualified as a cash flow hedge, the effective portion of the
change until final settlement of the hedged transaction was recognized in equity
(2010: EUR 0.4 million). The convertible bond was repaid on 29 June 2011 and
the interest rate and currency swap expired at the same time.

Notes to the consolidated financial statements

EUR millions

31.12.2011

31.12.2010

11.1

10.6

23. Leasing obligation


Expense for operating leases for the year
Future minimum payments
for non-cancellable lease agreements:
Up to 1 year

7.5

7.0

1 to 5 years

15.2

12.0

Over 5 years

13.7

15.0

Total future minimum payments for operating leases

36.4

34.0

Operating leases apply mainly to vehicles and rents on buildings. Leasing contracts
are agreed at current market conditions.

24. Contingent liabilities

The Group is currently involved in various litigations arising in the course of


business. The Group does not anticipate that the outcome of these proceedings,
either individually or in sum, will have a material effect on its financial or
income situation.

EUR millions

25. Assets pledged or of


restricted disposability

31.12.2011

31.12.2010

Property, plant and equipment

16.7

24.2

Trade accounts receivable

8.1

4.5

Inventories

5.1

0.9

Cash and cash equivalents


Total assets pledged or of restricted disposability

26. Related parties

1.7

0.1

31.6

29.7

Related parties (natural person or legal entity) are defined as any party directly
or indirectly able to exercise significant influence over the organization as it makes
financial or operational decisions. Organizations that are in turn directly or indirectly controlled by the same related parties are also deemed to be related parties.
With the exception of the pension plans (see note 19), there were no outstanding
receivables from or liabilities towards these parties. No transactions were carried
out with related parties or companies during the year under review or the previous year.
Disclosures of compensation and shareholdings in accordance with the Swiss Code
of Obligations may be found in the notes to the financial statements of Kardex AG.

27. Acquisition of
subsidiaries

28. Disposal of subsidiaries

No acquisitions took place during the period under review.

No disposals took place during the period under review.

Distribution,
service

Company,
domicile

Divisions

Headcount

Currency

Share capital in
local currency

Percentage holding

Kardex VCA Pty Ltd,


Wodonga

Kardex Remstar

16

AUD

1 300 000

100

S.A. Kardex nv,


Forest/Brussels

Kardex Remstar

19

EUR

348 736

100

Stow International nv,


Spiere-Helkijn

Kardex Stow

248

EUR

11 375 939

100

Kardex Logistic System (Beijing) Co.


Ltd., Beijing

Kardex Remstar

28

EUR

200 000

100

Shanghai Stow Storage


Equipment Co. Ltd., Shanghai

Kardex Stow

172

CNY

78 707 143

100

Kardex Produktion Deutschland


GmbH, Bellheim/Pfalz

Kardex Remstar

456

EUR

6 919 568 84.48


15.52

Kardex Office GmbH,


Oberursel/Taunus

Kardex Remstar

EUR

50 000

100

Kardex Software GmbH,


Wrth a. Rh.

Kardex Remstar

40

EUR

26 000

100

Kardex Germany GmbH,


Bellheim/Pfalz

Kardex Remstar

24

EUR

511 292

100

Kardex Megamat Beteiligungs GmbH, Kardex Remstar


Neuburg/Kammel

EUR

5 113 431

100

123

EUR

1 386 310

26.2
73.8

AUS
BE
*

CN

DE

Kardex Remstar

Mlog Logistics GmbH,


Neuenstadt am Kocher

Kardex Mlog

275

EUR

50 000

100

Stow Deutschland GmbH,


Wiesbaden

Kardex Stow

21

EUR

511 400

100

FI

Kardex Finland OY,


Muurame

Kardex Remstar

18

EUR

134 550

100

FR

Kardex SASU,
Neuilly-Plaisance Cedex

Kardex Remstar

74

EUR

1 835 000

100

Stow France S.A.,


Saint Pierre du Perray

Kardex Stow

25

EUR

684 000

100

Kardex Holdings Ltd.,


Epping

Kardex Remstar

GBP

1 828 000

100

Kardex Systems (UK) Ltd.,


Epping

Kardex Remstar

65

GBP

828 000

100

Stow U.K. Co. Ltd.,


Sunbury-on-Thames

Kardex Stow

GBP

220 000

100

IE

Kardex Systems Ireland Ltd.,


Dublin

Kardex Remstar

EUR

300 000

100

IN

Kardex India Storage Solutions


Private Ltd., Bangalore

Kardex Remstar
Kardex Stow

21
6

INR

26 143 500

99
1

UK

2
3
4
5
6

Kardex Deutschland GmbH,


Neuburg/Kammel

Held by:

Development,
production

Finance,
property,
services

Country

29. Subsidiaries

1
11

IT

Kardex Italia S.p.A.,


Opera (Mi)

Kardex Remstar

31

EUR

309 874

100

10

NL

Kardex Systems bv,


Woerden

Kardex Remstar

36

EUR

90 756

100

Stow Nederland bv,


Hoeven

Kardex Stow

15

EUR

18 152

100

Kardex AG, Zurich, CH


Stow International nv, Spiere-Helkijn, BE
Kardex Megamat Beteiligungs GmbH, Neuburg a.d.K., DE
Kardex Deutschland GmbH, Neuburg/Kammel, DE
Kardex Germany GmbH, Bellheim, DE
Kardex Production USA Inc., Lewistown (PA), USA

Kardex Holdings Ltd., Epping, UK


Kardex Systems AG, Volketswil, CH
9 Mlog Logistics GmbH, Neuenstadt am Kocher, DE
10 KRM Service AG, Volketswil, CH
11 Kardex Systems Ltd., Limassol, CY
7
8

Share capital in
local currency

Percentage holding

NOK

11 500 000

100

Kardex Austria GmbH,


Vienna

Kardex Remstar

15

EUR

300 000

100

Mlog Logistics,
Anthering

Kardex Mlog

EUR

35 000

100

Stow GmbH Austria,


Vienna

Kardex Stow

10

EUR

585 000

100

Kardex Polska Sp.z.o.o.,


Warsaw

Kardex Remstar

PLN

200 000

100

Stow Polska Sp.z.o.o.,


Warsaw

Kardex Stow

27

PLN

500 000

100

RU

Kardex CO. LTD,


Moscow

Kardex Remstar

RUB

10 000

100

SE

Kardex Scandinavia AB,


Bromma

Kardex Remstar

21

SEK

100 000

100

CH

Kardex Systems AG,


Volketswil

Kardex Remstar

39

CHF

1 000 000

100

KRM Service AG,


Volketswil

Kardex Remstar

18

CHF

500 000

100

PL

Held by:

Currency

16
-

Headcount

Divisions

Kardex Remstar
Kardex Stow

Distribution,
service

Kardex System AS,


Skedsmokorset

Development,
production

Finance,
property,
services

NO

Country

Company,
domicile

Notes to the consolidated financial statements

SG

Kardex Far East Private Ltd.,


Singapore

Kardex Remstar

10

SGD

1 550 000

100

SK

Kardex Slovensko s.r.o.,


Bratislava

Kardex Remstar

EUR

6 639

100

Stow Slovensko s.r.o.,


Bratislava

Kardex Stow

EUR

33 194

100

Storage Solution Iberica S.L.,


El Prat De Llobregat, Barcelona

Kardex Remstar

EUR

150 000

100

Kardex Sistemas S.A.,


San Fernando de Henares, Madrid

Kardex Remstar

26

EUR

142 900

100

Kardex s.r.o.,
Prague

Kardex Remstar

21

CZK

500 000

100

Stow Ceska Republika s.r.o.,


Prague

Kardex Stow

94

CZK

500 000

100

Kardex Turkey Depolama Sistemaleri


Ltd. Sti., Istanbul

Kardex Remstar

TRY

5 000

99.5
0.5

ES

CZ

TR

1
10

HU

Kardex Hungaria Kft.,


Budars

Kardex Remstar

HUF

2 514 000

100

US

Kardex Remstar LLC,


Westbrook (Maine)

Kardex Remstar

80

USD

100

100

Kardex Production USA Inc.,


Lewistown (PA)

Kardex Remstar

59

USD

1 000

100

Kardex Systems Ltd.,


Limassol

Kardex Remstar

14

EUR

418 950

100

*
CY

111

see page 79

30. Risk management

As part of the newly introduced risk management mechanism, the Board of


Directors and Management conduct a risk assessment at least once a year. The risk
assessment was based on a company-specific risk universe and on infor mation
obtained from interviews with division and Group management. Risks were recorded
according to likelihood and potential financial impact. They were systematically
arranged in accordance with the risk universe and assessed on the basis of criteria
derived from key company data. A detailed plan of action was drawn up to deal
with the principal risks. Implementation of the defined measures is monitored and
controlled by the Executive Committee on a continuous basis. The Board of
Directors performed a thorough review of the documentation and noted that the
Executive Committee confirmed that a risk management mechanism is in place.

31.Release for publication


and approval of the
financial statements

32. Events after the balance


sheet date

The Board of Directors approved these financial statements on 28 March 2012


and released them for publication. They must also be approved by the shareholders
General Meeting.

No events have taken place between 31 December 2011 and 28 March 2012 that
would require an adjustment of the carrying amounts of assets and liabilities of
the Group or need to be disclosed here.

Report of the statutory auditor on the consolidated financial statements

Report of the statutory


auditor on the consolidated
financial statements
To the General Meeting of Shareholders of Kardex AG, Zurich
Zurich, 28 March 2012
As statutory auditor, we have audited the accompanying consolidated financial
statements of Kardex AG, presented on pages 48 to 81, which comprise the
income statement, balance sheet, cash flow statement, statement of changes in
equity and notes for the year ended 31 December 2011.

Board of Directors Responsibility


The Board of Directors is responsible for the preparation and fair presentation of
the consolidated financial statements in accordance with Swiss GAAP FER and
the requirements of Swiss law. This responsibility includes designing, implementing
and maintaining an internal control system relevant to the preparation and fair
presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. The Board of Directors is further re sponsible for selecting and applying appropriate accounting policies and making
accounting estimates that are reasonable in the circumstances.
Auditors Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with Swiss
law and Swiss Auditing Standards. Those standards require that we plan and perform the audit to obtain reasonable assurance whether the consolidated 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 auditors judgment, 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 the internal control system relevant to the entitys 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 entitys internal control system. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made, 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
our audit opinion.

Opinion
In our opinion, the consolidated financial statements for the year ended 31 December
2011 give a true and fair view of the financial position, the results of operations
and the cash flows in accordance with Swiss GAAP FER and comply with Swiss law.
Report on Other Legal Requirements
We confirm that we meet the legal requirements on licensing according to the
Auditor Oversight Act (AOA) and independence (article 728 CO and article 11 AOA)
and that there are no circumstances incompatible with our independence.
In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard
890, we confirm that an internal control system exists, which has been designed
for the preparation of consolidated financial statements according to the instructions
of the Board of Directors.
We recommend that the consolidated financial statements submitted to you be
approved.

KPMG AG

Thomas Schmid

Roman Wenk

Licensed Audit Expert

Licensed Audit Expert

Auditor in Charge

Financial reporting
Kardex AG (Holding)
86

Income statement Kardex AG

87

Balance sheet Kardex AG

88

Notes to the financial statemens Kardex AG

94

Report of the statutory auditor on the financial statements

Financial reporting Kardex AG

Income statement
Kardex AG
CHF millions

2011

2010

Income from investments

3.2

6.8

Licensing income

7.5

6.9

15.9

3.2

Financial income

Notes

13

Other income

4.8

1.9

Total income

31.4

18.8

6.5

7.8

Administrative expenses

12

Licensing expenses
Trademark amortization
Financial expenses

13

Income tax
Extraordinary expenses

0.2

0.3

0.3

6.6

5.1

0.1

49.1

Total expenses

62.5

13.5

Net result

31.1

5.3

1, 7

Balance sheet
Kardex AG
CHF millions

Property, plant and equipment

Notes

31.12.2011

31.12.2010

0.5

Loans to Group companies

1, 7

37.4

46.7

Investments

1, 7

172.3

226.5

210.2

273.2

Non-current assets
Receivables from Group companies
Prepaid expenses and other short-term receivables
Securities

22.8

6.6

0.3

0.2

3.1

Cash and cash equivalents

29.9

32.6

Current assets

53.0

42.5

263.2

315.7

61.9

Assets
Share capital

85.0

Reserve from capital contribution

73.6

41.2

20.0

20.0

0.2

0.8

1.5

22.4

Unrestricted reserve
Reserve for treasury shares

Retained earnings and release of reserves for treasury shares


Result for the period

31.1

5.3

Equity

149.2

151.6

Non-current financial liabilities

42.8

30.0

Non-current financial liabilities

42.8

30.0

Payables to Group companies

62.3

63.4

Other payables
Convertible bond
Current portion of non-current financial liabilities

10

2.8

8.2

55.0

6.1

7.5

71.2

134.1

Liabilities

114.0

164.1

Equity and liabilities

263.2

315.7

Current liabilities

Notes to the financial statements Kardex AG

Notes to the financial


statements Kardex AG

1. Accounting principles

The financial statements of Kardex AG comply with the requirements of the Swiss
Code of Obligations.
The accounts of Kardex AG are kept in euros as functional currency. As at 31
December, the annual financial statements are translated into Swiss francs. In
contrast with the previous year, Kardex AG adopted the closing rate method:
Assets and liabilities are translated at closing rates (in the previous year shareholdings and loans to Group companies were translated at historic rates).
The income statement and movements in equity capital are translated at average
year-end rates (no change).
Equity capital continues to be translated at historic rates.
Translation differences are taken to income in accordance with the imparity
principle (provisioning of unrealized gains). The change in treatment as against the
previous year resulted in an unrealized price loss of CHF 45.7 million.
CHF millions

2. Conditional and
authorized capital

Total conditional capital


Total authorized capital

31.12.2011

31.12.2010

9.9

Value

7.8

Units

711 179

Conditional capital in the amount of CHF 12.2 million was created at the Annual
General Meeting of 24 May 2007. As a result of the decrease in the par value
per share from CHF 13.50 to CHF 11.00, the total conditional capital had been reduced to CHF 9.9 million. The registered shares, which each have a par value
of CHF 11.00, were reserved for conversions of the 2.25 % convertible bond 2007
2011. Through the capital increase in September 2011 in the amount of CHF
23.1 million the associated reduction in conditional capital exceeds its total amount
of CHF 9.9 million. The company therefore no longer has conditional capital.
At the General Meeting of 26 April 2011 shareholders approved the creation of
authorized capital in the amount of CHF 30 950 986 (2 813 726 shares with a par value
of CHF 11.00). Following the capital increase carried out in September 2011 in
the amount of CHF 23 128 017 and the payment of 2 102 547 shares, the company
only has CHF 7 822 969 (number of shares 711 179) in authorized capital as at
31December 2011.

3. Capital increase

On 2 September 2011 the Board of Directors conducted a capital increase and issued
2 102 547 registered shares with a par value of CHF 11.00 each, thereby raising
the share capital by CHF 23 128 017 to CHF 85 030 000. A total of 7 730 000 registered
shares are now paid in. 819 897 new registered shares were subscribed by existing
shareholders under the rights offer, while 1 282 650 new registered shares were
acquired under the placement. The new shares were issued at a market value of
CHF 14.50, with existing shareholders experiencing no dilution. The accrued
premium of CHF 5 568 204 was allocated to the reserve from capital contributions.

CHF millions

31.12.2011

31.12.2010

4. Contingent liabilities
Contingent liabilities in favour of
subsidiaries and third parties
Subordinated loans to subsidiaries

5. Securing of liabilities

10.1

9.6

2.3

In view of the group taxation principle, all Swiss companies bear unlimited joint
and several liability for value-added tax (in accordance with Art. 15, par. 1c of
Swiss VAT legislation).
Kardex AG has joint responsibility for all liabilities arising from the cash-pooling
agreement.

CHF millions

6. Liabilities towards
pension funds

7. Subsidiaries and loans

Liabilities towards pension funds

31.12.2011

31.12.2010

0.1

Holdings in subsidiaries of Kardex AG are listed on pages 79 to 80 of this report.


Extraordinary expenses include impairment charges of CHF 3.4 million on loans to
subsidiaries.

8. Fire insurance for property, plant and equipment

The fire insurance value of property, plant and equipment of Kardex AG amounts
to CHF 0.7 million (2010: CHF 0.1 million).

Notes to the financial statements Kardex AG

9. Securities

Securities are made up entirely of equity shares.


Treasury shares underwent the following movements:
Number

Price per
share in CHF

Total
CHF 1 000

28 466

61.78

1 759

Purchase 2008

64 184

48.63

3 121

Disposal 2008

31 854

54.15

1 725

31 December 2008

60 796

30.00

Disposal 2009

3 223

49.53

160

2.50

144

57 573

33.45

1 926

42 209

49.53

2 091

15 364

30.30

466

12 215

49.53

605

3 149

11.95

31 December 2007

Valuation adjustments

Par value reduction

1 331
1 824

Valuation adjustments
31 December 2009
Disposal 2010

406

Valuation adjustments
31 December 2010
Disposal 2011

630

Valuation adjustments
31 December 2011

10. Convertible bonds

177
38

No convertible bonds were exchanged for shares in fiscal year 2011. The conversion
period lapsed unused on 22 June 2011. The convertible bond was redeemed on 29
June 2011.

11. Significant shareholders


as defined by Art. 663c
of the Swiss Code of
Obligations

The following shareholders owned more than 3 % of the share capital of CHF 85.0
million as at 31 December:
31.12.2011

31.12.2010

22.0 %

20.3 %

5.1 %

Stancroft Trust Limited

4.0 %

CHF millions

2011

2010

4.1

4.2

Other expenses

2.4

3.6

Total administrative expenses

6.5

7.8

Buru Holding and Philipp Buhofer


Pictet Funds SA

12. Administrative expenses

13. Financial expenses


and income

Personnel expenses

The price loss of EUR 12.8 million realized in connection with the convertible bond
was netted against the price gain of EUR 13.2 million resulting from currency
hedging (cross currency swap) and recognized in financial income.

14. Compensations and


shareholdings

CHF 1 000

Cash payments1
Share payments

2, 3

14.1 Compensations
Board of Directors 2011
Board of
Directors
total

Philipp
Buhofer
Chairman

Felix Thni
(since
2011 AGM)

Leo
Steiner

Dave Schnell
(till
2011 AGM)

Walter T.
Vogel

Martin
Wipfli

407

111

56

86

34

61

59

Value

120

39

17

20

23

21

Units

10 324

3 406

1 437

1 710

1 961

1 810

338

93

245

865

243

318

106

34

84

80

Payments for work in


Executive Committee
Total

Board of Directors 2010

CHF 1 000

Cash payments1
Share payments
Total

2, 3

Board of
Directors total

Leo Steiner
Chairman

Philipp
Buhofer

Dave
Schnell

Walter T.
Vogel

Martin
Wipfli

390

127

55

84

65

59

Value

135

50

20

18

26

21

Units

4 854

1 816

701

647

935

755

525

177

75

102

91

80

Employer contributions to state social insurance schemes (AHV, ALV etc.) are included.

Valuation of the shares is based on the average share price for the month preceding the date of distribution (CHF 13.82/share, previous
year CHF 33.12/share). As all shares distributed to members of the Board of Directors are subject to a three-year vesting period, they are
dispensed at 16 % (previous year: 16 %) below the relevant average share price.

The fixed minimum portion of the directors fee drawn in shares is 20 % (previous year: 20 %).

No severance payments, credits or other emoluments of any kind were granted to


members of the Board of Directors or related parties.

Notes to the financial statements Kardex AG

Executive Committee
2011

2010

Executive
Committee
total 1

Highest
compensation
Jos De Vuyst 2

Executive
Committee
total

Highest
compensation
Jos De Vuyst,
CEO

1 703

572

1 523

600

238

95

337

120

Value

83

32

85

30

Units

6 709

2 563

3 372

1 201

53

20

59

49

Occupational pension expenses 6

356

30

277

37

Severance payments7

751

3 184

749

2 281

836

CHF 1 000

Cash payments (fixed)


Cash payments (variable)
Share payments (variable)3, 4
Payments in kind5

Total
1

Payments to executive members of the Board of Directors are included in the payments to the Board of Directors.

Jos De Vuyst is heading since 15 February 2011 the Kardex Stow Division and was CEO of the Group until 31 May 2011.

Distributed shares are priced 16 % (previous year: 16%) below the share price at granting date and are subject to a three-year vesting period.

The Executive Committee receives compensation consisting of a fixed base salary plus a variable component. If targets are met, depending
on individual rank, this variable component may be up to 100 % of the fixed base pay. At least 20 % and at most 100 % of the variable
component is paid in shares.

Rent and vehicles.

Employer contributions to state social insurance schemes (AHV, ALV etc.) are included.

In the financial year 2011, two member of the Executive Committee have retired. A severance payment in the amount of CHF 751 465 was
agreed. Furthermore, no credits or other emoluments of any kind were granted to members of the Executive Committee or related parties.

14.2 Shareholdings of members of the Board of Directors, the Executive


Committee and related parties
Related parties and companies comprise family members and individuals or
companies subject to significant influence. All transactions with related parties
and companies are conducted at arms length.
Other than payment of compensation and ordinary contributions to the various
pension plans for members of the Board of Directors and Executive Committee, no
significant transactions with related parties and companies have taken place.
Board of Directors

Board of
Directors

Philipp
Buhofer
Chairman1

Felix Thni
(since
2011 AGM)

Leo
Steiner

Shares held 31 December 2011

1 770 556

1 702 282

10 333

18 715

Shares held 31 December 2010

1 184 413

1 144 049

11 905

Convertible bonds
31 Dec. 2010 (CHF 1 000)
1

Including shares held by Buru Holding.

230

230

Dave Schnell
(till
2011 AGM)

3 201

Walter T.
Vogel

Martin
Wipfli

10 286

28 940

6 264

18 994

Jos De Vuyst 2

2 291

7 500

26 942

Shares held 31 December 2010

63 701

1 342

25 471

Stefan Seidl
Head of Kardex
Mlog Division
(until 31.8.2011)

Jens Fankhnel
Head of Kardex
Remstar Division
(since 6.1.2011)

37 560

Hans-Jrgen Heitzer
Head of Kardex
Mlog Division
(since 1.9.2011)

Gerhard
Mahrle,
CFO

Shares held 31 December 2011

Hans De Staercke
Head of Kardex
Stow Division
(until 14.2.2011)

Executive
Committee1

Executive Committee

827

5 111

The shares of the executive Board of Directors are listed on page 92.

Jos De Vuyst is heading since 15 February 2011 the Kardex Stow Division and was CEO of the Group until 31 May 2011.

31 777

Since 1 June 2011 responsibility for management of the Group has been with the
newly created Executive Committee, which is headed by Philipp Buhofer. Felix Thni
has assumed strategic tasks within the Executive Committee.

15. Risk management

As the ultimate parent company of the Group, Kardex AG is fully involved in the
Group-wide risk management process.
The Board of Directors and Management introduced a risk assessment mechanism
and risk management process. The risk assessment was based on a companyspecific risk universe and on information obtained from interviews with division and
Group management. Risks were recorded according to likelihood and potential
financial impact. They were systematically arranged in accordance with the risk
universe and assessed on the basis of criteria derived from key company data.
A detailed plan of action was drawn up to deal with the principal risks. Implementation of the defined measures is monitored and controlled on a continuous basis.
The Board of Directors performed a thorough review of the documentation drawn
up on the basis of this process.

16. Events after the balance


sheet date

No events have taken place between 31 December 2011 and 28 March 2012 that
would require an adjustment to the book value of Kardex AGs assets, liabilities or
equity or that are required to be disclosed here.

Report of the statutory auditor on the financial statements

Report of the
statutory auditor on the
financial statements
To the General Meeting of Shareholders of Kardex AG, Zurich
Zurich, 28 March 2012
As statutory auditor, we have audited the accompanying financial statements
of Kardex AG, presented on pages 86 to 93, which comprise the income statement,
balance sheet and notes for the year ended 31 December 2011.

Board of Directors Responsibility


The board of directors is responsible for the preparation of the financial statements
in accordance with the requirements of Swiss law and the companys articles
of incorporation. This responsibility includes designing, implementing and maintaining an internal control system relevant to the preparation of financial statements that are free from material misstatement, whether due to fraud or error. The
Board of Directors is further responsible for selecting and applying appropriate
accounting policies and making accounting estimates that are reasonable in the
circumstances.
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on
our audit. We conducted our audit in accordance with Swiss law and Swiss
Auditing Standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance 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 financial statements. The procedures selected depend on
the auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those
risk assessments, the auditor considers the internal control system relevant to the
entitys preparation of the 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 entitys internal control system. An
audit also includes evaluating the appropriateness of the accounting policies used
and the reasonableness of accounting estimates made, as well as evaluating
the overall presentation of the financial statements. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion.

Opinion
In our opinion, the financial statements for the year ended 31 December 2011
comply with Swiss law and the companys articles of incorporation.
Report on Other Legal Requirements
We confirm that we meet the legal requirements on licensing according to the
Auditor Oversight Act (AOA) and independence (article 728 CO and article 11 AOA)
and that there are no circumstances incompatible with our independence.
In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard
890, we confirm that an internal control system exists, which has been designed
for the preparation of financial statements according to the instructions of the Board
of Directors.
We recommend that the financial statements submitted to you be approved.

KPMG AG

Thomas Schmid

Roman Wenk

Licensed Audit Expert

Licensed Audit Expert

Auditor in Charge

Group companies, addresses and contacts

Group companies,
addresses and contacts
Europe

Austria

Austria

Belgium

Kardex Austria GmbH

Stow GmbH Austria

S.A. Kardex nv

Puchgasse 1
AT-1220 Vienna

Puchgasse 1
AT-1220 Vienna

155, rue Saint-Denis


BE-1190 Forest / Brussels

Tel. +43 1 895 87 48


Fax +43 1 895 87 48 20
info.remstar.at@kardex.com
www.kardex-remstar.at

Tel. +43 1 897 53 80


Fax +43 1 897 53 80 11
info.stow.at@kardex.com
www.kardex-stow.at

Tel. +32 2 340 10 80


Fax +32 2 340 10 86
info.remstar.be@kardex.com
www.kardex-remstar.be

Contact: Susanne Seitz

Contact: Rudolf Traxl

Contact: Ruud Hoog

Belgium

Cyprus

Czech Republic

Stow International nv

Kardex Systems Ltd.

Kardex s.r.o.

Industriepark 6B
BE-8587 Spiere-Helkijn /
Avenue du Bois-Jacquet 10
BE-7711 Dottignies
Tel. +32 56 48 11 11
Fax +32 56 48 63 70
info.stow@kardex.com
www.kardex-stow.com

Iris House 8th Floor,


John Kennedy St.
PO Box 53133
CY-3300 Limassol

Petrsk 1136 / 12
CZ-110 00 Prague 1

Tel. +357 25 875 600


Fax +357 25 590 091
info.remstar.cy@kardex.com
www.kardex-remstar.com

Contact: Jos De Vuyst

Contact: Doros Veresies

Czech Republic

Denmark

Finland

Stow Ceska Republika


s.r.o.

Kardex Danmark AB,


Filial of Kardex
Scandinavia AB, Sverige

Kardex Finland OY

Krvej 39
DK-5220 Odense S

Tel. +358 20 755 82 50


Fax +358 20 755 82 51
info.remstar.fi@kardex.com
www.kardex-remstar.fi

Modletice 141
CZ-251 01 Ricany u Praha
Tel. +420 311 344 300
Fax +420 311 344 310
info.stow.cz@kardex.com
www.kardex-stow.cz
Contact: Petr vejnoha

Tel. +45 6612 8224


Fax +45 6614 8224
info.remstar.dk@kardex.com
www.kardex-remstar.dk

Tel. +420 224 829 361


Fax +420 224 829 376
info.remstar.cz@kardex.com
www.kardex-remstar.cz
Contact: Pavel Kraus

Piippukatu 11
FI-40100 Jyvskyl

Contact: Jari Kaiho

Contact: Ole Sverre Spigseth

France

France

Germany

Kardex SASU

Stow France S.A.S.

ZA la Fontaine du Vaisseau
12, rue Edmond-Michelet
FR-93363 Neuilly-Plaisance
Cedex

Avenue de la Tour Maury


BP 46, ZAC du Fresne
FR-91280 Saint Pierre du
Perray

Kardex Deutschland
GmbH

Tel. +33 1 49 44 26 26
Fax +33 1 49 44 26 29
info.remstar.fr@kardex.com
www.kardex-remstar.fr

Tel. +33 169 89 50 50


Fax +33 169 89 04 06
info.stow.fr@kardex.com
www.kardex-stow.fr

Contact: Olivier Momas

Contact: Patrick Hanser

Megamat-Platz 1
DE-86476 Neuburg / Kammel
Tel. +49 8283 999 0
Fax +49 8283 999 387
info.remstar.de@kardex.com
www.kardex-remstar.de
Contact: Manfred Schleicher

Germany

Germany

Germany

Kardex Produktion
Deutschland GmbH

Kardex Produktion
Deutschland GmbH

Kardex Software
GmbH

Megamat-Platz 1
DE-86476 Neuburg / Kammel

Kardex-Platz
DE-76756 Bellheim / Pfalz

Im Bruch 2
DE-76744 Wrth / Rhein

Tel. +49 8283 999 0


Fax +49 8283 999 154
info.remstar.de@kardex.com
www.kardex-remstar.de

Tel. +49 7272 70 90


Fax +49 7272 70 92 92
info.remstar.de@kardex.com
www.kardex-remstar.de

Tel. +49 7271 76 07 70


Fax +49 49 7271 76 07 98
info.remstar.de@kardex.com
www.kardex-remstar.de

Contact: Jens Fankhnel

Contact: Jens Fankhnel

Contact: Michael Hehn

Germany

Germany

Germany

Mlog Logistics
GmbH

Mlog Logistics
GmbH

Stow Deutschland
GmbH

Wilhelm-Maybach-Str.2
DE-74196 Neuenstadt am
Kocher
Tel. +49 7139 4893 0
Fax +49 7139 4893 210
info.mlog.de@kardex.com
www.kardex-mlog.de

Am Hasselbruch 20
DE-32107 Bad Salzuflen

Karl-Bosch-Strasse 2
DE-65203 Wiesbaden

Tel. +49 5208 91331 0


Fax +49 5208 91331 10
info.mlog.de@kardex.com
www.kardex-mlog.de

Tel. +49 611 26 76 90


Fax +49 611 26 76 979
info.stow.de@kardex.com
www.kardex-stow.de

Contact: Frank Labes

Contact: Michael Tessun

Hungary

Ireland

Italy

Kardex Hungaria Kft.

Kardex Systems Ireland


Ltd.

Kardex Italia S.p.A.

Contact: Hans-Jrgen Heitzer

Szabadsg t 117
HU-2040 Budars
Tel. +36 23 507 150
Fax +36 23 507 152
info.remstar.hu@kardex.com
www.kardex-remstar.hu
Contact: Gyula Konya

The Enterprise Centre,


Clondalkin Industrial Estate
IE-Dublin 22
Tel. +353 1 457 22 55
Fax +353 1 457 15 22
info.remstar.ie@kardex.com
www.kardex-remstar.co.uk

Via Staffora n. 6
IT-20090 Opera (Mi)
Tel. +39 02 57 60 33 41
Fax +39 02 57 60 55 92
info.remstar.it@kardex.com
www.kardex-remstar.it
Contact: Ermanno Acerbi

Contact: Ruud Hoog

Netherlands

Netherlands

Norway

Kardex Systemen bv

Stow Nederland bv

Kardex Norge AS

Pompmolenlaan 1
NL-3447 GK Woerden

Minervum 7208b
NL-4817 ZJ Breda

Industrieveien 25
NO-2020 Skedsmokorset

Tel. +31 348 49 40 40


Fax +31 348 49 40 60
info.remstar.nl@kardex.com
www.kardex-remstar.nl

Tel. +31 76 57 98 181


Fax +31 76 57 98 180
info.stow.nl@kardex.com
www.kardex-stow.nl

Tel. +47 63 94 73 00
Fax +47 63 94 73 01
info.remstar.no@kardex.com
www.kardex-remstar.no

Contact: Ruud Hoog

Contact: Hans van Dijk

Contact: Ole Sverre Spigseth

Group companies, addresses and contacts

Europe

Poland

Poland

Sweden

(continued)

Kardex Polska Sp.z.o.o.

Stow Polska Sp.z.o.o.

Kardex Scandinavia AB

Rzymowskiego 30
PL-02-697 Warsaw
Tel. +48 22 314 69 59
Fax +48 22 314 69 58
info.remstar.pl@kardex.com
www.kardex-remstar.pl

ul. Rzymowskiego 30
PL-02-697 Warsaw

Johannesfredsvgen 11A
SE-168 69 Bromma

Tel. +48 22 647 06 51


Fax +48 22 647 00 67
into.stow.pl@kardex.com
www.kardex-stow.pl

Tel. +46 8 26 85 65
Fax +46 8 25 22 42
info.remstar.se@kardex.com
www.kardex-remstar.se

Contact: Pavel Kraus

Contact: Marek Sosniak

Contact: Ole Sverre Spigseth

Switzerland

Switzerland

Switzerland

Kardex AG (Holding)

KRM Service AG

Kardex Systems AG

Airgate, Thurgauerstrasse 40
CH-8050 Zurich

Chriesbaumstrasse 2
CH-8604 Volketswil

Chriesbaumstrasse 2
CH-8604 Volketswil

Tel. +41 (0)44 419 44 44


Fax +41 (0)44 419 44 18
info@kardex.com
www.kardex.com

Tel. +41 (0)44 947 61 11


Fax +41 (0)44 947 61 61
info.remstar.ch@kardex.com
www.kardex-remstar.ch

Tel. +41 (0)44 947 61 11


Fax +41 (0)44 947 61 61
info.remstar.ch@kardex.com
www.kardex-remstar.ch

Contact: Gerhard Mahrle

Contact: Jens Fankhnel

Contact: Manfred Schleicher

Spain

Spain

Turkey

Kardex Sistemas S.A.

Storage Solution Iberica


S.L.

Kardex Turkey Storage


Systems LLC

Av. de Castilla 1, Planta 1a


Oficina 5
ES-28830 San Fernando de
Henares, Madrid

19 Mayis Mah.Inn Cad


Seylan Is Merkezi No.83/3
TR-34736 Kozyatagi,
Kadikoy/Istanbul

Tel. +34 933 730 243


Fax +34 934 735 637
info.remstar.es@kardex.com
www.kardex-remstar.es

Tel. +90 216 386 8256


Fax +90 216 386 8569
info.remstar.tr@kardex.com
www.kardex-remstar.com.tr

Contact: Daniel Lopez

Contact: Makrem Kadachi

Av. de Castilla 1, Planta 1a


Oficina 5
ES-28830 San Fernando de
Henares, Madrid
Tel. +34 916 779 369
Fax +34 916 779 298
info.remstar.es@kardex.com
www.kardex-remstar.es
Contact: Daniel Lopez

UK

UK

Kardex Systems (UK)


Ltd.

Stow U.K. Co. Ltd.

Kestrel House, Falconry Court,


Bakers Lane
GB-Epping CM16 5LL

Unit 7, Copse Farm,


Lancaster Place
South Marston Ind. Est,
Swindon, Wiltshire SN3 4UQ

Tel. +44 8702 422 224


Fax +44 8702 400 420
info.remstar.uk@kardex.com
www.kardex-remstar.co.uk

Tel. +44 845 201 35 40


Fax +44 845 201 35 41
info.stow.uk@kardex.com
www.kardex-stow.uk

Contact: Ruud Hoog

Contact: Pauline Wren

America

USA

USA

Kardex Remstar LLC

Kardex Production USA


Inc.

41 Eisenhower Drive
US-Westbrook ME 04092-2032
Tel. +1 207 854 1861
Fax +1 207 854 1610
info.remstar.us@kardex.com
www.kardexremstar.com
Contact: Christian Rckerl

MCDIC Plaza, Building 35


6395 State Route 103 N
Lewistown, PA 17044
Tel. +1 717 248 6000
Fax +1 717 248 8436
info.remstar.us@kardex.com
www.kardex-remstar.com
Contact: Christian Rueckerl

Asia

China

China

India

Kardex Logistic System


(Beijing) Ltd.

Shanghai Stow Storage


Equipment Co. Ltd.

Kardex India Storage


Solutions Private Ltd.

Unit A2118, Gate 1, Section A1


Zhao Wei Hua Deng Building
14 Jiu Xian Qiao Road
Chao Yang District,
Beijing 100016, P.R. China

No.1680 ShenLi Road


QingPu Industrial Zone
201700 Shanghai, P.R. China

No. 1003/25, 2nd Floor


59 C Cross, 4th M Block
Rajajinagar
Bangalore 560 010, India

Tel. +86 10 84799289


Fax +86 10 847988769
info.remstar.cn@kardex.com
www.kardex-remstar.com.cn
Contact: Jacky Li

Singapore
Kardex Far East Pte. Ltd.
141 Middle Road
# 06-02 GSM Building
Singapore 188976
Tel. +65 63 391638
Fax +65 63 396813
info.remstar.sg@kardex.com
www.kardex-remstar.com.cn
Contact: Wayne Bao

Australia

Australia
Kardex VCA Pty Ltd.
Lot 1, Pearce Street,
Wodonga, Victoria
3690 Australia
Tel. +61 2 6056 1202
Fax +61 2 6056 2422
info.remstar.au@kardex.com
www.kardex-remstar.com
Contact: Julie Sage

Tel. +86 21 6922 5600


Fax +86 21 6434 1812
info.stow.cn@kardex.com
www.kardex-stow.com/cn
Contact: Dariusz Pietrzynski

Tel. +91 80 231 494 01


Fax +91 80 231 493 53
info.remstar.in@kardex.com
www.kardex-remstar.com
Contact: Balaji Srinivasan

Imprint

The Group publishes its Annual Report in English and German


The German Version is legally binding.
Published by
Kardex AG, Zurich

This communication contains statements that constitute forward-looking state-

Counsel, Text
Dynamics Group AG, Zurich

limitation, statements relating to our financial condition, results of operations and

Idea, Concept, Design


Losego & Renfer, Zurich

looking statements are subject to risks and uncertainties, actual future results

Publishing system
ns.publish, Druckerei Feldegg AG,
Schwerzenbach
Printed by
Druckerei Feldegg AG,
Schwerzenbach

ments. In this communication, such forward-looking statements include, without


business and certain of our strategic plans and objectives. Because these forwardmay differ materially from those expressed in or implied by the statements. Many of
these risks and uncertainties relate to factors which are beyond Kardexs ability
to control or estimate precisely, such as future market conditions, currency fluctuations, the behavior of other market participants, the actions of governmental regulators and other risk factors detailed in Kardexs past and future filings and reports
and in past and future filings, press releases, reports and other information posted
on Kardex Group companies websites. Readers are cautioned not to put undue reliance on forward-looking statements, which speak only of the date of this communication. Kardex disclaims any intention or obligation to update and revise any
forward-looking statements, whether as a result of new information, future events
or otherwise.

Kardex Tool Storage


and Material Handling

Shuttle XP
Kardex Remstar

Mezzanine Constructions
Kardex Stow

Megamat RS
Kardex Remstar

Longspan Racking
Kardex Stow

Long Items Racking


Kardex Stow

Pallet Live Storage


Kardex Stow

Horizontal
Kardex Remstar

Longspan Racking
Kardex Stow

Kardex Warehousing
and Small Parts Storage

Megamat RS
Kardex Remstar

Shuttle XP
Kardex Remstar

Conveyor
Systems
Kardex Mlog

Small Goods
Racking
Kardex Stow

Miniload SR
Machines
Kardex Mlog

Kardex High Bay Storage


and Conveyor Systems

Greenfield Installation
Kardex Mlog

Pallet Racking
Kardex Stow

Pallets SR Machines
Kardex Mlog

Monorail
Kardex Mlog

Vertical Conveyor
Kardex Mlog

Conveyor Systems
Kardex Mlog

Small Goods
Racking
Kardex Stow

Miniload
SR Machines
Kardex Mlog

Mobile Shelving
Kardex Remstar

Lektriever
Kardex Remstar

Times Two
Kardex Remstar

Kardex
Office Solutions

Kardex Group
Thurgauerstrasse 40
8050 Zurich
Switzerland
phone: +41 (44) 419 44 44
fax: +41 (44) 419 44 18

For detailed
information
www.kardex.com

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