Parent company information

Parent company information

Annual report of the Board of Directors and financial statements of NV Bekaert SA

Parent company accounts

The financial statements of the parent company, NV Bekaert SA, are presented below in a condensed form. In accordance with Belgian company law, the directors’ report and financial statements of the parent company, NV Bekaert SA, together with the statutory auditor’s report, will be deposited with the National Bank of Belgium as provided by law.

They are available on request from:
NV Bekaert SA
President Kennedypark 18
BE-8500 Kortrijk
Belgium
www.bekaert.com

The statutory auditor issued an unqualified report on the financial statements of NV Bekaert SA.

Valuation principles

Valuation and foreign currency translation principles applied in the parent company’s financial statements are based on Belgian accounting legislation.

Summary of the annual report of the Board of Directors

Sales decreased by 42.6 % compared with 2008 and amounted to € 349.2 million.
Sales of low carbon and high carbon wire products were much lower compared to previous year. Due to lower activity level of construction industry and lower average sales prices, sales of building products were also much lower. The production in Belgian steelcord factories was weak. Sales of fiber technologies also decreased in 2009.

The operating result amounted to € -59.8 million (2008: € 0.6 million). The strong decrease of the operating result is due to a strong drop of sales and negative inventory revaluations due to lower prices for raw materials in the first half year. The decrease of various goods and services and lower personnel charges were insufficient to compensate the decreased margin.

The financial result increased to € 109.7 million (2008: € 36.6 million) due to a higher dividend income.

The extraordinary result amounted to € -13.4 million (2008: € -100.3 million); there were considerably less write-downs on financial assets than last year.

Net profit for the year ended 31 December 2009 amounted to € 39.4 million (2008: net loss of € -58.6 million).

Environmental programs

The provision for environmental programs decreased to € 17.1 million (2008: € 17.2 million).

Information on research and development

Information on the company’s research and development activities can be found in the ‘Technology and Innovation’ section in the ‘Report of the Board of Directors’.

Conflicts of interests

Reference is made to the Corporate Governance Statement of this annual report.

Interests in share capital

In connection with the entry into force of the Act of 2 May 2007 on the disclosure of significant participations (the Transparency Act) NV Bekaert SA has in its Articles of Association set the thresholds of 3% and 7.50% in addition to the legal thresholds of 5% and each multiple of 5%. An overview of the current notifications of participations of 3% or more is presented below. On 31 December 2009 the total number of securities conferring voting rights was 19 834 469.

AXA SA has declared that it is acting in its capacity as parent company or controlling person of the companies referred to in its notification.

BlackRock Inc. has declared that it is acting in its capacity as parent company or controlling person of the companies referred to in its notification. BlackRock Inc. has subsequently declared that as a result of the disposal of voting securities their participation in Bekaert had fallen below the lowest threshold of 3%.

Stichting Administratiekantoor Bekaert (holding 7 579 621 shares) has declared that it is acting in concert with Velge & Co (in liquidation) (19 000 shares), Berfin SA (30 640 shares), Subeco SA (52 600 shares), Millenium 3 SA (30 000 shares) and Gedecor SA (25 000 shares) in that they have concluded an agreement (a) aimed either at acquiring control, at frustrating the successful outcome of a bid or at maintaining control, and (b) to adopt, by concerted exercise of the voting rights they hold, a lasting common policy. Stichting Administratiekantoor Bekaert is not controlled. The other above-mentioned persons are controlled by physical persons, (i) whose (directly or indirectly held) individual participation does not reach 3% and (ii) who (on an individual basis) have an interest of less than 3%.

On 8 December 2007 Stichting Administratiekantoor Bekaert disclosed in accordance with Article 74 of the Act of 1 April 2007 on public takeover bids that it was holding individually more than 30% of the securities with voting rights of Bekaert on 1 September 2007.

Proposed appropriation of NV Bekaert SA 2009 result

The profit for the year, after tax, was € 39 364 770, compared with a loss after tax of € -58 586 287 for the previous year. An amount of € 3 950 756 is transferred from the untaxed reserves, resulting in a profit of € 43 315 526 available for appropriation.

At the General Meeting of Shareholders on 12 May 2010, the Board of Directors will propose that the above result be appropriated as follows:

The Board of Directors will propose that the General Meeting of Shareholders approve the distribution of a gross dividend of € 2.94 per share (2008: € 2.80 per share). If this proposal is accepted, the net dividend per share will be € 2.205, and the net dividend on shares with VVPR strip, giving entitlement to reduced withholding tax of 15%, will be € 2.499 per share.

The dividend will be payable in euros from 19 May 2010 onwards upon presentation of dividend coupon no. 11 at the following banks:

  • ING Belgium, BNP Paribas Fortis, KBC Bank, Bank Degroof and Dexia Bank in Belgium;
  • Société Générale in France;
  • ABN AMRO Bank in the Netherlands;
  • UBS in Switzerland.

Appointments pursuant to the Articles of Association

The term of office of the Directors Messrs Roger Dalle, François de Visscher, Bernard van de Walle de Ghelcke and Baudouin Velge, and of the independent Directors Sir Anthony Galsworthy and Lady Barbara Thomas Judge will expire at the close of the Ordinary General Meeting of Shareholders of 12 May 2010.

The Board of Directors proposes that the General Meeting

  • re-appoint Messrs Roger Dalle, François de Visscher, Bernard van de Walle de Ghelcke and Baudouin Velge as Directors for a term of three years, up to and including the Ordinary General Meeting to be held in 2013;
  • re-appoint Lady Barbara Thomas Judge as independent Director for a term of three years, up to and including the Ordinary General Meeting to be held in 2013;
  • re-appoint Sir Anthony Galsworthy as independent Director for a term of two years, up to and including the Ordinary General Meeting to be held in 2012.

The Board of Directors, acting upon the proposal of the Audit and Finance Committee, and upon nomination by the Works Council, proposes that the General Meeting re-appoint Deloitte Bedrijfsrevisoren BV o.v.v.e. CVBA, represented by Mr Joël Brehmen, as Statutory Auditor for a term of three years, up to and including the Ordinary General Meeting to be held in 2013.

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