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CONTENTS

Co mp an y p r o file

Key F i g u r e s

P resen t a tio n o f th e P ic a n o l Gr o u p 3

70 years in the lead with innovative technology (36-06) 3


Customer-oriented organization 3
International network 6
Worldwide activities 8
Product range 10
Organizational diagram 13
Board of Directors and Management Committee 14

Rep o rt by th e B o a r d o f D ir e c to r s 17

PIC ANO L G ROU P A N N U A L R E P ORT 2006 I C ON TE N TS


Letter to the Shareholders 18
Main events 20
OEM Business activities report 23
70 years: History of the Picanol weaving machines 27
Weaving Machines activities report 30
Innovation Council 33
70 years: Social life of the Picanol Group 34
Human Resources 36
Information Technology 38
Corporate Governance 40

Co n so l i d a te d fin a n c ia l s ta te m e n ts 61

Definitions 62
Annual accounts 63
Notes to the consolidated financial statements 67

S t at u t o ry fin a n c ia l s ta te m e n ts o f P icanol N V 115

Rep o rt by th e A u d ito r 118

I n f o rmatio n fo r th e S h a r e h o ld e r s 121

Shares and listing 121


Dividend 123

Usef u l i n fo r m a tio n 125


1
Addresses 126
Glossary 128
P R E S E N TAT I O N O F T H E P I C A N O L G R O U P

PIC ANO L G ROU P A N N U A L R E P ORT 2006 I P R ES E N TATI O N O F T H E P I C A N O L G R O U P


7 0 YE A R S IN T H E L E A D
W I T H IN N O VAT IV E T E C H -
70
YEARS
N O L O GY

The Picanol Group celebrated its 70th birthday


on 22 September 2006.

Over the space of seven decades the Picanol


Group has developed from a traditional buil-
der of weaving machines to a worldwide sup-
plier of global solutions for the textile and
other industries. 70 years in the lead, thanks
to innovative technology, during which the
Picanol Group has played a pioneering role
worldwide in development and production of
high-tech weaving machines.

CUSTOMER-ORIENT ED ORGANIZATION

The mission of the Picanol Group is to create integrated way at group level, and to react quickly
sustainable growth and productivity, by to market requirements and opportunities. The
developing, producing and marketing rapier and group has two core divisions aimed at its target
airjet weaving machines and related products and markets:
3
services for the textile industry worldwide, and by
marketing its own competencies and technological • The OEM Business division develops, produces
spin-offs developed in-house, to customers inside and sells high-tech components, services and
and outside the textile industry. mechatronic system solutions for Original
Equipment Manufacturers both for the textile
A new organization was implemented at the be- industry and for other sectors.
ginning of 2006, with increased emphasis on the • The Weaving Machines division carries out de-
weaving machine activities together with devel- velopment, production and marketing of high-
opment of the OEM business. This new market- tech weaving machines, together with services
oriented organization enables the group to man- for the after-market provided to customers in
age and support a number of core activities in an the textile industry.
OEM BUSINESS

Manufacturing

Mechatronics & Accessories

TEXTILE AND NON-TEXTILE OEM’S

O E M B u sin es s very high grade metal parts for use in production


processes and as machine components. The
• Manufacturing covers the foundry activities Melotte products find application in a very wide
of Proferro and the Group’s machining activi- range of industries including electronics, the
ties in Ieper, Belgium. automotive industry, chemicals and aerospace.
The activities are characterized by very small
• Mechatronics is made up of PsiControl production series, complex shapes, high
Mechatronics (Ieper, Belgium), PsiControl precision and special materials and coatings.
Mechatronics srl (Brasov, Romania), the
mechatronics department of Picanol (SIP), • GTP Accessories covers all the companies in
Textile Machinery (Suzhou, China) and the Picanol Group that specifically develop and
Melotte (Zonhoven, Belgium). It offers a full produce accessories for weaving machines.
range of mechatronic and electronic solutions. Specifically, it is responsible for developing,
producing and marketing textile accessories
PsiControl Mechatronics forms the heart such as weaving frames, reeds, heddles and
of Mechatronics. It concentrates on design, nozzles (main and relay nozzles). These prod-
development and production of electronic and ucts are sold to OEMs by OEM Business; they
mechatronic systems such as switchboards and are also sold to weaving mills directly by Weav-
switched reluctance motors, both for the Picanol ing Machines and indirectly through agents.
weaving machines and for original equipment The GTP Accessories activities are subdivided
manufacturers (OEMs). For example, into three product groups:
PsiControl Mechatronics develops among
others the central control, motors, drives and - Frames, heddles and dropwires: these
user interface for Picanol weaving machines. weaving accessories are sold under the Steel
It also offers a full range of services including Heddle brand and are produced by Steel
R&D, prototyping, procurement, production Heddle (which legally forms part of GTP
and repair of printed circuit boards. Greenville in the USA) and by Verbrugge
Melotte for its part specializes in production of (Ieper, Belgium).
TEXTILE CUSTOMERS

W E AV I N G M A C H I N E S

PIC ANO L G ROU P A N N U A L R E P ORT 2006 I P R ES E N TATI O N O F T H E P I C A N O L G R O U P


Marketing, Sales & Services

Technology & Operations

- Reeds: all reeds are sold under the Burcklé a larger installed base of weaving machines
quality label and produced by Burcklé boosts sales of industrial consumables and
(Bourbach-le-Bas, France) and Lhenry services; conversely the latter stimulate sales
(Saint-Romain-la-Motte, France). Burcklé of weaving machines.
also produces airjet reedwires and sells them
itself to reedshops, both inside and outside • Technology & Operations is responsible for
the Picanol Group. design, integrated development and assembly
of airjet and rapier weaving machines, and for
- Jet insertion: Te Strake Textile (Deurne, purchasing of parts (from within the group
Netherlands) develops and produces insertion and from outside companies). The weaving
technology for airjet weaving machines. The machines are produced in Ieper (Belgium),
product range includes among other things Suzhou (China) and Günne (Germany).
main and relay nozzles, valves and sensors.
In addition to the two core divisions there are two
corporate support departments:
We a v i ng mac h in e s
Finance & Administration provides support for
• Marketing, Sales & Services covers the the rest of the group in Finance & Administration,
5
activities of the Weaving Machines CRTs and Information Technology and Legal Affairs.
After Market Sales & Services. The Weaving
Machines CRTs (customer relations teams) Human Resources & General Services covers
are responsible for marketing, sales and Human Resources, Corporate Communication,
servicing of weaving machines. After Market General Services, Environment, Health & Safety,
Sales & Services for its part comprises all the World Class Manufacturing & Total Quality Man-
more frequent sales of services (preventive agement and Facilities & Central Sourcing.
maintenance programs, training courses,
service calls and repairs) and products (spare
parts and accessories) to weaving mills. These
two sales processes support one another, as
INTERNATIONAL NETWORK
Situation on 31/12/2006

EUROPE

Belgium Italy
Picanol (Ieper): headquarters + R/P/M/S GTP Milano: M/S
Proferro (Ieper): P/M/S Netherlands
Verbrugge (Ieper): R/P/M/S Te Strake Textile (Deurne): R/P/M/S
PsiControl Mechatronics (Ieper): R/P/M/S Romania
Melotte (Zonhoven): R/P/M/S PsiControl Mechatronics srl (Brasov): R/P
Germany Tu r k e y
Günne (Möhnesee-Günne): R/P/S GTP Istanbul: P/M/S
France
Burcklé (Bourbach-le-Bas): P/M/S
Lhenry (Saint-Romain-la-Motte): P/M/S

LEGEND

R – Research & Development


P – Production
M – Marketing
S – Service
ASIA Picanol Bejing Representative Office M

PIC ANO L G ROU P A N N U A L R E P ORT 2006 I P R E S E N TATI O N O F T H E P I C A N O L G R O U P


Picanol Guangzhou Representative Office M
India Picanol Shanghai Representative Office M
New Delhi, Mumbai and Coimbatore: perma-
nent sales & services agency AM ERICAS
Indonesia
GTP Bandung: M/S Brazil
Pakistan GTP São Paulo: P/M/S
Lahore: permanent sales & services agency Mexico
People’s Republic of China GTP Mexico: P/M/S
Picanol SIP (Suzhou Industrial Park)Textile USA
Machinery: R/P/M/S GTP Greenville: R/P/M/S
Picanol (Suzhou) Trading Company: M/S

The Picanol Group is also represented by one or more agents in all countries with a significant textile market.
ACTIVITIES AND BRANCHES
WORLDWIDE

EUROPE

Belgium
Picanol as the parent company is also the admin-
istrative headquarters of the Picanol Group, based
in Ieper. The core activities are carried out here.
These include production of the OMNIplus 800
and GamMax weaving machines (the latter is due
to be replaced by the OptiMax in the course of
2007).

Proferro comprises the foundry and machining ac-


tivities of the group.

PsiControl Mechatronics develops and produces


mechatronic systems for Picanol weaving ma-
chines and for original equipment manufacturers.

T H E E A R LY Y E A R S
70
YEARS

The company was founded as the worldwide downturn. Vansteenkiste


‘Vansteenkiste Company to Promote managed to survive by building various
Industrialization of Flax Fiber Production, other types of machine.
Foundry and Workshops’ in 1928. The
Steverlynck family was represented on the
Board of Directors when the company was
first set up, with Baldewijn Steverlynck (1893-
1976) as chairman. This marked the entry
of the Steverlynck family into the industrial
development of the Ieper region, in which
it played a leading role throughout the 20th
century. But the Vansteenkiste company did
not have an easy time, as competitors soon
tried to copy its machines. Furthermore, a
few years later the flax industry suffered a
ASIA
Verbrugge develops and produces weaving acces-
sories such as frames, heddles and dropwires. Indonesia
Through GTP Bandung the group provides Pica-

PIC ANO L G ROU P A N N U A L R E P ORT 2006 I P R ES E N TATI O N O F T H E P I C A N O L G R O U P


Melotte specializes in production of very high- nol parts, accessories and services for the Indone-
precision metal parts for use in production pro- sian textile market.
cesses and as machine components.
People’s Republic of China
Germany Picanol SIP (Suzhou Industrial Park) Textile Ma-
Günne develops and produces the TERRYplus chinery produces GTXplus and OMNIjet weaving
800 and OMNIplus 800 TC weaving machines. machines, and also makes and sells mechatronics
parts. Picanol (Suzhou) Trading Company for its
France part supplies aftermarket products and services
Burcklé and Lhenry produce reeds. for weaving mills in China. The Picanol Group
also has representative offices in Beijing, Guang-
Italy zhou and Shanghai.
GTP Milano sells weaving machines, spare parts
and accessories. AM ERICAS

Netherlands Brazil
Te Strake Textile is a competence center for GTP São Paulo sells Picanol weaving machines,
nozzles and sensors. It also focuses on R&D for parts and accessories to the South American tex-
breakthrough projects in the field of air insertion. tile industry, and also produces reeds.

Romania Mexico
PsiControl Mechatronics srl concentrates on cable GTP Mexico sells parts and accessories, and also
assembly, PCB assembly (THT and SMD) and produces reeds.
product engineering.
USA
Tu r k e y GTP Greenville (Steel Heddle) develops and pro-
GTP Istanbul sells weaving machines, parts and duces accessories that are used in the weaving
accessories, and also produces reeds. industry all over the world. GTP Greenville also
takes care of service and sales of Picanol weaving
machines and parts in the USA.
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PRODUCT RANGE: OEM BUSINESS

1 . M a n u fac tu rin g

Proferro produces cast iron parts for Picanol weaving


machines and parts for among other things agricultural
machinery and compressors. When it comes to mechani-
cal finishing, the group has facilities both for prototyping
and for series production using a very wide range of tech-
nologies including CNC machining, gear cutting, grind-
ing, thermal treatment and welding.

2 . M e c h atro n ics

PsiControl Mechatronics
The products made by PsiControl Mechatronics include
machine controllers, man-machine interfaces, actuators
and switched reluctance motors.

Melotte
Melotte specializes in production of high-precision metal
parts for use in production processes, machine compo-
nents, dies and prototypes.

3 . G T P A cc e s s o ries

Steel Heddle
Steel Heddle produces frames, heddles, drop wires and
reeds.

Burcklé
Burcklé produces weaving reeds.

Te S t r a k e Te x t i l e
Te Strake Textile for its part produces nozzles and
sensors for airjet weaving machines. It also acts as a
competence center for nozzles and sensors and as an
R&D center for air insertion
PRODUCT RANGE: WEAVING MACHINES

1 . We a v in g ma c h in e s

PIC ANO L G ROU P A N N U A L R E P ORT 2006 I P R ES E N TATI O N O F T H E P I C A N O L G R O U P


OptiMax (new in 2007)
Rapier weaving machine for the higher segments
and niche applications, including technical tex-
tiles. This machine offers the greatest versatility,
and is produced in Ieper.

OMNIplus 800
Airjet weaving machine for the higher segments,
combining high versatility with maximum pro-
duction speeds. This machine is also produced in
Ieper.

OMNIplus 800 TC (new in 2006)


Airjet machine specially equipped for weaving tire
cord, a technical fabric used for making vehicle
tires. This machine is based on the OMNIplus 800
series and is finished in Günne (Germany).

TERRYplus 800 (new in 2006)


Airjet machine specially designed for weaving
terry cloth. This machine is produced in Günne.

GTXplus
Rapier weaving machine with universal applica-
11
tion for the middle segment of the market, pro-
duced in Suzhou (China).

OMNIjet (new in 2006)


Airjet weaving machine for the middle segment of
the market, produced in Suzhou (China).
2 . A f t er Mark e t S ale s & customer’s location it has a fully equipped training
S e rvice s center in Ieper, and training centers in Greenville
and Suzhou.
With its technical support packages, After Market
Sales & Services makes textile know-how The Picanol Group also sells spare parts for
available to customers, enabling them to achieve weaving machines, and in addition it develops
better quality, higher output or greater production and sells upgrade kits that enable customers to
flexibility. It also offers full training programs equip their machines with the latest technology.
tailored to the operational requirements of the Weaving accessories are sold through the same
customer. As well as carrying out training at the sales channels.

T H E 1 930 S 70
YEARS
Despite every effort, the Vansteenkiste NV on 22 September 1936, marking the
company was no longer viable by the mid- birth of the Picañol company.
1930s, and so Baldewijn Steverlynck called
on the Spaniard Juan Picañol, who had fled However, Juan Picañol’s modernized looms
to Flanders from the civil war in Spain. Juan did not live up to expectations. Baldewijn
had invented a revolutionary weaving loom Steverlynck brought his brother Karel into
at his father’s engineering works in Sabadell, the business, and he in turn called on Jaimé
Catalonia. In 1935 he was ready with his design Picañol (Juan’s younger brother) to lead
for an automatic weaving machine, but still the development work. Jaimé successfully
needed a partner to put his plans into effect. launched the Omnium on the market, laying
With no end to the worldwide depression in the basis for the later success of the still young
sight, the Flemish machine builders and the company.
Catalonian inventor began negotiations. These
led to the formation of Weefautomaten Picañol
ORGANIZATIONAL CHART OF THE GROUP - Situation on 31/12/2006

PIC ANO L G ROU P A N N U A L R E P ORT 2006 I P R ES E N TATI O N O F T H E P I C A N O L G R O U P


PICANOL NV

0,01%

99,99% PROFERRO GTP SAO PAULO 99,99% PICANOL (SUZHOU) TRADING CO. 100%

PSI-CONTROL MECHATRONICS (ROM) GTP MEXICO 99,99% P(SIP)T 100%


100%
99,90% PSI-CONTROL MECHATRONICS GTP GREENVILLE 100% GTP BANDUNG 99%
100%
0,01% 0,10% TE STRAKE TEXTILE

99,99% MILLENTEX 0,04%


50,31%
49,69%
VERBRUGGE

99,96% MELOTTE
98% CHANGES IN THE COURSE OF 2006
2%
GEREEDSCH. MELOTTE
Amtech: sold
Picanol Korea: sold
100% GÜNNE GMBH & CO, KG Picanol Overseas: wound up
PSI-Control: wound up
PsiControl Mechatronics (Romania): set up
100% GÜNNE GMBH
Picanol (Suzhou) Trading Co. Ltd: set up
GTP Shanghai: wound up
BCN Laminados: wound up
100% BURCKLÉ
PTS and PST: integrated in P(SIP)T

100% LHENRY

100% GTP MILANO

100% BCN LAMINADOS

99,75% GTP ISTANBUL 13


BOARD OF DIRECTORS AND MANAGEMENT COMMITTEE
Situation on 31/12/2006

H o n o rary c h airma n
Mr. Emmanuel Steverlynck

B o a rd o f D ire c to rs

Chairman Mr. Luc Van Nevel, Chairman of the Appointments &


permanent representative of The Marble BVBA (1)* Remuneration Committee
Directors Mr. Chris Dewulf, President & CEO
permanent representative of Christulf BVBA (3)*

Mr. Filiep Libeert, Member of the Nomination &


permanent representative of LMC NV (2)* Remuneration Committee
Mr. François Meysman, Member of the Audit Committee
permanent representative of M.O.S.T. BVBA (2)*

Mr. Patrick Steverlynck (3)*


(as of May 2006)

Mr. Johan Tack, Chairman of the Audit


permanent representative of TACAN BVBA (2)* Committee
Baron Hugo Vandamme, Vice President,
permanent representative of HRV NV (2)* Member of the Nomination &
Remuneration Committee
Mr. Paul Vandekerckhove, Member of the Nomination &
permanent representative of Buraco NV (1)* (as of 22 Remuneration Committee
May 2006) Member of the Audit Committee
Mr. Joos Waelkens (1) Member of the Audit Committee

* Appointed until the AGM of 2008


(1) Non-executive director (2) Non-executive, independent director (3) Executive director

Secretary of the Board, Mr. Jurgen Couvreur, Vice-President Finance & Administration
M a n a g eme n t C o mmitte e

• Mr. Chris Dewulf*, President & CEO


• Mr. Jurgen Couvreur, Vice-President Finance & Administration
• Mrs. Cathy Defoor, Vice-President Manufacturing

PIC ANO L G ROU P A N N U A L R E P ORT 2006 I P R ES E N TATI O N O F T H E P I C A N O L G R O U P


• Mr. Stefaan Dewulf*, Vice-President Mechatronics & Accessories
• Mr. Jan Laga*, Vice-President Marketing, Sales & Services
• Mr. Geert Ostyn, Vice-President Technology & Operations
• Mr. Dirk Verly, Vice-President Human Resources & General Services
* under the form of a company (see page 45, Corporate Governance)

Auditor
Deloitte Bedrijfsrevisoren represented by Mr. William Blomme and Mr. Kurt Dehoorne, appointed until
the AGM of 2009.

T H E WA R Y E A R S 70
YEARS
The Omnium was a triumph over the many heavy physical labor were given special
mechanical problems that had dogged the ini- ration stamps for additional food, and after a
tial years, and appeared on the market as a mature time the Picañol employees gained a reputation as
design. In just a few years the company achieved people with a capacity for hard work.
an annual production of 120 machines, and by the
outbreak of World War II the level had risen to In late 1946 the management decided to set up the
one machine per day. foundry once more. With the new shock forming
machines it was possible to mold the sand under
But the war conditions put a spoke in the wheels. pressure and break it out quickly after casting. In
Raw materials became scarce due to the exactions 1948 the foundry was equipped with a new labo-
of the German occupiers, and output plummeted. ratory for mechanical, metallurgical and chemical
Exports could only be kept alive by bartering for research. During this period Picañol became one
15
food, with weaving machines being exchanged of the first companies to use synthetic sand for its
for fish products from Denmark and sardines or foundry molds.
oranges from Spain and Portugal. After the war
these export machines were the company’s first
foreign references and helped considerably to
establish Picañol’s name around the world. The
German occupiers asked Picañol to do casting
and forming work for artillery munitions. Pica-
ñol refused, confining itself to machining smaller
shafts for the electric motors of German subma-
rines. The employees had to struggle through this
difficult period as best they could. Those who did
REPORT BY THE BOARD OF DIRECTORS

PIC ANO L G ROU P A N N U A L R E P ORT 2006 I R E PO RT B Y TH E B O A R D O F D I R E C TO R S


70
T H E 1 95 0 S YEARS

In 1951 Picañol presented its new President wall. In 1958 Picañol unveiled a new version
weaving machine to the public at the ITMA exhi- of the President at Expo 58, the world fair held
bition in Lille. This machine was such a success in Brussels that year. However, the world textile
that the Picañol management decided to expand industry was experiencing a downturn at the time
production and to appoint representatives in other and the market remained flat, so Picañol went in
countries. A network of agents was gradually built search of new sales territories. Among others it
up, extending to South America and the Far East. made an agreement with the Saco-Lowell com-
Meanwhile, production of the President created pany, which represented Picañol in the USA and
employment for hundreds of people in Picañol’s Canada. In 1960 the Omnium went out of pro-
home region. The number of personnel expanded duction, leaving only the President in a series of
from 200 in 1945 to 700 in 1952. smaller types. From the end of the Second World
War until 1955 Picañol had sold more than 8,000
The foundry too was modernized. In the course Omniums. By the beginning of the 1960s Picañol
of 1954 the company acquired a low-noise mold had a wide range of weaving looms for weaving
making machine and a new mold production spun yarns, and the Picañol looms were increas-
line. Four years later the smelting furnaces were ingly able to handle synthetic materials.
equipped with a cooling system on the outside

17
LETTER TO THE SHAREHOLDERS

Dear shareholder,

2006 was a particularly busy year for the Picanol (Bumac), particular efforts were made to get back
Group, in which moreover we returned to opera- into profitability, win new customers and raise ef-
tional profitability. The turnover was up by nearly ficiency. All this should yield positive results in
3.5% compared with 2005, and the group made a 2007.
consolidated net result of 5.57 million euros com-
pared to a loss of 4.72 million euros. Our Mechatronic activities experienced further
growth in 2006. The start-up of PsiControl in Ro-
The weaving machine business in which the Pica- mania helped to strengthen our competitiveness,
nol Group operates developed positively in 2006 and also permitted further growth in our product
in terms of volume. World demand rose during the portfolio.
first nine months of 2006, spurred on especially by
large purchases in China. The market slackened The Picanol Group celebrated its 70th birthday
slightly in the fourth quarter, and the prospects for in 2006. In the past few decades our group has
the beginning of 2007 are a little more modest. developed from a traditional weaving machine
builder to a global supplier of total solutions for
However, prices and margins remained under the textile industry and other sectors. A significant
heavy pressure, due among other things to compe- theme throughout our successful history has been
tition from Japanese manufacturers in particular, our continual focus on innovation. In 1971 we in-
who benefited from the weak yen. The Picanol troduced the world’s first ever electronically-con-
Group has opted resolutely not just for turnover trolled weaving machine, and we were also the
but for turnover and margin. Significantly in first weaving machine manufacturer in the world
this respect, we were able to maintain and even to obtain ISO 9001 certification. Thanks to our
strengthen our position in market segments with policy of innovation we were able to surprise the
higher added value. market again and again with new, high-tech weav-
ing machines, from the Omnium in 1936 to our
The further shift by the textile industry toward the latest flagship, the OptiMax in 2007.
East also put heavy pressure on sales of services,
spare parts and accessories. Points that demanded Technological innovation was and is crucial to the
special attention were the new, small-scale com- future success of the Picanol Group, and so we
petitors in low wage countries, and a different parts once again confirm our determination to plough
policy pursued by the new textile manufacturers. back 5% of our annual turnover into research
To deal with this we took various initiatives in 2006 and development of high-tech products with high
to protect our sales volume and our margin. added value. In line with this ambition we intro-
duced three new weaving machines in 2006: the
Our OEM Business pursued a differentiated pol- OMNIjet, the OMNIplus 800 TireCord and TER-
icy in 2006. The foundry activities (Proferro) ex- RYplus 800. And in another move we set up our
perienced strong growth in tonnage, thanks both own Innovation Council in 2006. This new um-
to Picanol and to other customers. The strategy of brella organization will stimulate the development
focusing on engineered casting solutions clearly of innovation and enable us to use innovation as a
bore fruit. In the field of mechanical finishing strategic lever for the group.
At our headquarters in Ieper, Belgium, we began in the textile market. The exchange rate trend of
the physical and administrative merging of the the yen will remain extremely important in this.
PsiControl Mechatronics activities on the one The Picanol Group is aiming at further growth
hand and the weaving machine business on the and an improvement in its market share in seg-

PIC ANO L G ROU P A N N U A L R E P ORT 2006 I R E P O RT B Y TH E B O A R D O F D I R E C TO R S


other. These are now located together in a new ments with higher added value, among others by
production and office building on the industrial reinforcing its physical presence in the market and
site in K. Steverlyncklaan. In the meantime, the by focusing on expanding its textile technology
revamped production line for Verbrugge has been range for Picanol weaving machines. In addition
built up and finished. In China, an entirely new building on its activities for third parties by con-
assembly plant went into production (at Suzhou tinuing to market technology outside the group
Industrial Park), and all the Chinese activities that will remain an important cornerstone in the strate-
had previously been spread out were brought to- gy. Rounding off the full revamping process of the
gether at this site. product portfolio is also planned in 2007, begin-
ning of 2008. In March 2007 the Picanol Group
Given the results achieved in 2006, we aim to re- started the launch of its latest rapier machine for
turn to our tradition of paying out an annual divi- the top segment, the OptiMax. In this context the
dend. The Board of Directors therefore proposes Picanol Group will continue to make increasing
to the Annual General Meeting to pay out a gross efforts towards reinforcing its market position in
dividend of 0.32 euros per share. the strategic markets and the further growth of its
OEM Business, while continuing to focus on an
Outlook improved cost structure.
In the future the Board of Directors, the Manage-
ment Committee and the personnel will continue The Picanol Group looks to 2007 full of confi-
their efforts to further develop the group. The ex- dence, strong in the conviction that the members
tent to which we succeed in this will largely de- of personnel who made possible the excellent re-
pend on our fl exibility and our preparedness to sults in 2006 are fully motivated to achieve the
seize the opportunities that the world offers us. objectives for 2007. The basis of our growth de-
The further expansion of our activities abroad will pends more than ever on the efforts, dedication
undoubtedly contribute to the continued develop- and motivation of all our members of personnel
ment of the group. around the world; it is thanks to them that the
Picanol Group has been able to develop over the
The Picanol Group takes into account that the de- past 70 years into the company that it is today. The
mand for weaving machines could be somewhat Board of Directors would also like to thank all the
lower in 2007 than in 2006 and that the competi- stakeholders for the confidence that they show in
19
tive pressure on prices and margins will stay high our group.

Chris Dewulf L u c Va n N e v e l

President & CEO Chairman


MAIN EVENTS

In 2006 PsiControl Mechatronics started up a freshly-built


production line in the new Romanian subsidiary
Our entire stake in the Chinese subsidiary Amtech, in Risnov (Brasov) in June.
a 50/50 joint venture with BMT NV, was sold off
to the latter with effect from 1 January 2006, due In September, the Picanol Group put its new
to differences in strategic directions. Chinese production plant in Suzhou into operation.
Also in September the Picanol Group introduced
In January 2006 the Picanol Group set up a new the TERRYplus 800. As its name implies, this
subsidiary of PsiControl Mechatronics (the former airjet weaving machine based on the OMNIplus
Protronic) in Romania, and Picanol Korea was 800 is designed for weaving terry cloth.
sold to an agent. Picanol Overseas (Singapore)
for its part was wound up. To mark the 70th anniversary of Picanol a festival
was held for all members of staff in Belgium, at
In the production plant at K. Steverlyncklaan in the plant in K. Steverlyncklaan.
Ieper, the Picanol Group began a new construction
project in March 2006 with the aim of bringing At the end of September the Picanol Group
the Verbrugge, PsiControl Mechatronics and the sold the assets of its Spanish subsidiary BCN
R&D activities together at a single location in Laminados, specialized in production of reed
Ieper. wire, after which the company was wound up.

During the first half of 2006 the Picanol Group Finally, in November GTP Shanghai moved its
introduced two new weaving machines. The activities to the new site in Suzhou.
OMNIplus 800 TC (tire cord weaving machine)
was launched on the market in March. It was Event s af t er t he balance
followed in May by the OMNIjet airjet machine sheet closing dat e
for the mid-segment of the textile market.
On 1 January 2007, Findar BVBA represented by
In accordance with the settlement agreement Mr. Stefaan Haspeslagh was co-opted as a new di-
between family shareholders, Mr. Paul rector to replace Mr. Joos Waelkens.
Vandekerckhove and Mr. Patrick Steverlynck
were appointed as directors at the extraordinary An agreement between Mr. Jan Coene and Pasma
general meeting of shareholders on 22 May NV dated 10 October 2004 provides that a sum
2006. of 3.577 million euros must be reimbursed to
Picanol NV by 31October 2007. This amount withholding tax, Picanol NV accepted inclusion
corresponds to the professional withholding tax of the sign-up premium paid to Mr. Jan Coene
paid on the sign-up premium received by Mr. Jan in the corporate income tax base for the 2003
Coene in 2002. At the end of December 2004 Mr. assessment year and a detaxation of an identical

PIC ANO L G ROU P A N N U A L R E P ORT 2006 I R E P O RT B Y TH E B O A R D O F D I R E C TO R S


Coene had already reimbursed the net part of the sum in the 2005 assessment year. If the sign-up
sign-up premium, corresponding to an amount of premium had not been paid in 2002, then Picanol
2.9 million euros. NV would indeed have had to pay corporate
income tax in the 2003 assessment year on the
In the course of March 2007, the tax authorities total amount at a 40.17% corporate income tax
granted a tax exemption in respect of this rate, whereas it has now deducted the sum of the
professional withholding tax and will soon sign-up premium as an operating cost. Although
be repaying the amount of the professional the claim against Mr. Jan Coene had been
withholding tax to Mr. Jan Coene. This repayment included in the 2004 tax assessment base for an
will be used to settle Picanol’s outstanding claims amount corresponding to the amount of the sign-
against Mr. Jan Coene. Mr. Jan Coene will also be up premium, the corporate income tax rate had
paying the interest due in respect of the outstanding decreased to 33.99% at that time. The fiscal cost
claim for repayment of the sign-up premium. of this arrangement for Picanol NV is estimated
at 643,000 euros, being the difference in the tax
In order to obtain repayment of the professional rates of 2002 (40.17%) and 2004 (33.99%).

T H E 1 960 S
70 the Brussels stock exchange. Mean-
YEARS
while, it concentrated more and
The demand for weaving machines more on overseas markets, aiming
gradually began to exceed supply. An not only at North America but also
average of 140 machines per week at developing countries.
was no longer sufficient to meet all In 1963 Picañol scored a first in the
the orders that were coming in, and history of the Belgian textile indus-
so it was decided to move to another try when it sent a special President
location. In the spring of 1961 the to the USA by airfreight. Thanks to
21
company built an impressive assem- good collaboration between Picañol
bly hall in the new industrial area, and the Pan-Am airline the new ma-
enabling 25 machines per day to emerge from chine was delivered within three weeks of being
the assembly line. In 1962 the company invested ordered, instead of several months as would nor-
in setting up its own foundry, in a daring initia- mally have been the case. Picanol of America was
tive. Picañol opted for the most modern casting set up in 1966 with responsibility for the activities
technique at that time, namely the high-pressure in the USA and Canada, considerably strength-
method. By November 1966 a fifth of the cast iron ening the company’s position there. Later this
output was being produced in the new foundry. subsidiary moved to Greenville, the center of the
In 1966 Picañol went public, becoming listed on American textile industry.
Wo rl d C las s Man u fac tu ring

The aim of World Class Manufacturing (WCM) enabling management to follow the implementa-
is to make the Picanol Group a world class com- tion of WCM on the workfloor, together with a
pany through continually improving processes two-day seminar for all production managers.
and eliminating losses, with the involvement of
all members of personnel. For this purpose the WCM was developed further internationally too
Picanol Group works with seven core groups on in 2006. The five-step methodology (selecting,
themes such as cost development, continuous structuring, cleaning, standardizing and maintain-
improvement, self management, planned mainte- ing) was implemented at Te Strake Textile and
nance, total quality, training and health, safety and GTP Greenville. In China, the WCM know-how
the environment. acquired in Ieper was applied to the setting up of
the production hall as part of the new construc-
In 2006 further investments were made in contin- tion project in Suzhou. The various projects in the
ued development and implementation of WCM. subsidiaries are supervised from Ieper by a WCM
Within each department, special attention was coordinator. To complement the WCM approach,
paid toward developing and monitoring key the Picanol Group will introduce a World Class
performance indicators for QCDISME (Quality Selling program for the Weaving Machines CRT
– Cost – Delivery – Improvement – Safety – Mo- department in 2007, aimed at more structured
rale - Environment). The core groups also fo- management of sales based on relevant indicators.
cused mainly on further development of a number
of projects that had been introduced previously.
There are also various annual management audits,

To t a l Qu a lity Man ag eme nt

Quality is something that concerns all subsidiaries Proferro and Picanol quality assurance systems is
and employees in the Picanol Group, all over the on the agenda for 2007. As well as updating the
world. At its Ieper headquarters the Picanol Group procedures and documents, special attention will
has a team of internal ISO 9001 auditors who be paid here also the process-oriented approach.
form a crucial link in the group’s quality process. The main aim will be to make the quality assur-
Each year several internal audits are carried out in ance system an even more user-friendly tool.
order to continuously improve the quality system.
In 2006 particular attention was paid to renewal of
Proferro ISO 9001 certification. Integration of the
PIC ANO L G ROU P A N N U A L R E P ORT 2006 I R E P O RT B Y TH E B O A R D O F D I R E C TO R S
ACTIVITIES REPORT OF for technically more difficult, specialized parts
THE OEM BUSINESS with high added value. In line with this policy,
Manufacturing will increase its sales efforts in
M a n u f ac tu rin g 2007, so as to further expand its presence on the
market and do more work for outside customers. In
Proferro experienced a strong growth in tonnage the meantime, raising the competitive position of
in 2006, producing 22,148 tonnes of cast iron, a Manufacturing remains an absolute priority. This
rise of 21% compared with the 18,134 tonnes in will be done by making further improvements to
2005. This increase is mainly due to various new productivity and quality, as part of the World Class
products for new and existing customers, and Manufacturing program, and by making critical
to the higher demand by the weaving machine choices of finishing activities. In 2007, new
division. To further expand our presence on the investments are planned in among other things a
market, the Proferro sales team acquired several deburring system and additional casting machines
new members. Also in the course of 2006 new (in the foundry), various milling machines,
mold boxes were put into use, with a positive measurement equipment and extensions to some
impact on quality and productivity. To hedge important workstations for mechanical finishing.
against the volatile raw material prices, Proferro
took various initiatives in 2006 to guarantee the M echat ronics
23
availability and market pricing of raw materials.
On the mechanical processing side, meanwhile, In 2006, Protronic changed its name to PsiControl
the necessary process modifications were made to Mechatronics. The new name reflects the ambi-
improve the quality and productivity. tions of PsiControl Mechatronics to acquire a
leading position in the field of mechatronics. To
The Manufacturing strategy of focusing on expand its activities for outside customers in a
engineered casting solutions with its foundry and more targeted, proactive way, the sales network
mechanical finishing processes is clearly bearing was enlarged in 2006. In 2006 PsiControl Mecha-
fruit. By combining foundry work with mechanical tronics was also present at various European trade
finishing, assembly and co-design, Manufacturing fairs such as Actuator (Germany), Midest (France)
is able to react flexibly to the rising demand and Electronica (Germany).
Since Mechatronics is a core competency for the production in this country is an important step
weaving machine business, a start was made in toward acquiring a stronger position in the market
2006 on physically and administratively combin- for mechatronics, and contributes to improving the
ing the activities of PsiControl Mechatronics (R&D competitive position of PsiControl Mechatronics.
and production) with the weaving machine busi- In the meantime, PsiControl is pressing ahead
ness in a new building beside the Ieper production with World Class Manufacturing projects,
site. As well as cost savings and synergy advantag- improvements to productivity and savings in
es, grouping the activities together in this way will procurement.
also promote an integrated approach toward devel-
opment of machines, mechatronics, spare parts and Within Chinese Picanol (SIP) Textile Machinery,
accessories. The R&D organization for its part was the mechatronics division concentrates on
given a more customer-oriented focus with the set- purchase and production of mechatronic parts
ting up of Customer Focus Teams (CFTs). for Picanol weaving machines and for PsiControl
Mechatronics. Products purchased or assembled
At the beginning of 2006 PsiControl Mechatronics locally include switched reluctance and stepper
set up a new subsidiary in Romania, PsiControl motors, aluminum cooling fins and control
Mechatronics srl, in order to further strengthen boxes. In the course of 2006, assembly of filling
the competitiveness of the Mechatronics activities detectors for Te Strake Textile was transferred to
and consolidate the growing project portfolio. the mechatronics division in China. In 2007 the
PsiControl Mechatronics srl concentrates on mechatronics activities in Suzhou will be further
cable assembly, PCB assembly (THT and SMD) expanded, with the focus on local production and
and product engineering. The latter activity will engineering of mechatronics parts, mainly for
eventually be expanded in Romania. Setting up existing customers within the Picanol Group.
PIC ANO L G ROU P A N N U A L R E P ORT 2006 I R E P O RT B Y TH E B O A R D O F D I R E C TO R S
After 2005, Melotte experienced a positive year GTP Accessories
once more in 2006, with the investments made in
2005 beginning to show strong returns. In 2006 its As a consequence of the further migration of the
activities were further extended internationally in textile industry to low wage countries in the East,
a number of niche markets, with its organization sales of accessories also came under pressure in
being adapted correspondingly. 2006. Accordingly, the necessary efforts were
made to react to this and to make the Accessories
Outlook activities better armed to face the future.

To support the continued expansion of PsiControl In 2006, Verbrugge introduced the HybridPower
Mechatronics and provide every opportunity for 158 frame under the Steel Heddle brand name.
growth in China and Romania, the Mechatronics This new, hybrid frame with its modular design
organization will be split up in 2007 into different is reinforced with carbon fiber. It currently offers
teams, focusing on the one hand on worldwide ac- what is indisputably the best price/performance
tivities such as sales, sourcing, R&D and product ratio for demanding airjet weaving applications.
management and on the other on the local produc- At the same time Verbrugge began partial auto-
tion activities in Ieper, China and Romania. In the mation of its weaving frame production in Ieper.
meantime PsiControl Mechatronics will continue With this automation project Verbrugge aims to
to concentrate on improving its cost competitive- further raise its quality and productivity, and to
ness, by among other things making operational assure its prospects in terms of a stronger com-
improvements to its processes as part of the World petitive position and higher volume flexibility.
25
Class Manufacturing program and developing At the end of 2006 Verbrugge’s frame activities
global sourcing. Investments are planned for 2007 moved into the new building at the production
in among other things new inspection and test sys- site in Ieper. The further automation of the frame
tems (Ieper) and in test, insertion and assembly production process will be completed in the first
equipment (Romania). half of 2007. Also in 2006, Verbrugge made a
large number of improvements in productivity
Finally, in 2007 Melotte will continue to position and logistics as part of the World Class Manu-
itself as a cost-competitive producer and supplier facturing program. In 2007 it will continue to
with a strong focus on niche markets. It will also position itself within the group as a competence
work further toward introduction of innovative center for high-performance, cost-competitive
production techniques, for which the necessary frames.
investments will be made.
GTP Greenville (Steel Heddle) had a difficult In the field of reed production, the Spanish
year in 2006, in view of the lower demand for subsidiary BCN Laminados was wound up at the
non-tempered heddles and the pressure on prices end of September 2006; in view of the limited
caused mainly by the weak yen. At the same number of reed shops within the group, it was
time, the price pressure on the local reed market no longer strategically necessary to have an
remained very high. However, improvements to internal supplier of reeds. Despite the difficult
productivity were achieved as part of the World situation on the French aftermarket, Burcklé for
Class Manufacturing program. In 2007, GTP its part managed to turn in a fairly good result in
Greenville will further develop into a competence 2006, thanks among other things to the positive
center for heddles, drop wires and niche frames, development of its international sales of reed
and will continue to focus on improvements to wire. In 2007, the activities of Burcklé and Lhenry
quality and the logistics processes, and on reducing will be more closely coordinated, while Burcklé
the complexity of the products. Preparations will further expand its international activities, by
are being made to introduce new products and among other things collaborating with partners.
production processes in 2007.
In the field of airjet insertion, Te Strake Textile was
further developed in 2006 into a competence center
for nozzles and sensors, and as a knowledge center
for air insertion. In 2006 the assembly of filling
stop motions was transferred to the mechatronics
division in China. However, Te Strake Textile
remains active in development of these stop
motions. In 2007, further attention will be paid
to making improvements in technical support for
the local sales teams, further developing into a
competence center for weaving machine sensors,
and sales of nozzles on the aftermarket.

In 2007 GTP Accessories will continue to aim


at sustainable expansion of its market share, by
collaborating more closely with After Market
Sales & Services and by further extending its
own sales channels for the OEM Business. There
will also be new product launches and further
improvements to productivity by Steel Heddle,
Verbrugge and Te Strake Textile as part of World
Class Manufacturing.
70 70 YEARS OF INNOVATION: THE HISTORY
YEARS OF PICANOL WEAVING MACHINES

R E P O RT B Y TH E B O A R D O F D I R E C TO R S
Thanks to its policy of innovation, the Picanol 1975
Group has managed to surprise the market time Picañol introduces the PGW at ITMA Milan. The
and time again with new high-tech weaving ma- PGW (Picanol Gripper Weaving machine) is the
chines, from the Omnium in 1936 to its latest flag- first shuttleless machine to apply the recently-
ship model, the OptiMax in 2007, thus reinforcing developed gripper insertion technology to an
its position among the world leaders. existing design. This technology makes it easy
to weave different filling yarns (colors) into the
1936 fabric, opening up new sectors such as wool and
The first Picañol weaving machine, a flying shut- upholstery weaving in which Picanol did not
tle machine in which a new spool core can be in- previously specialize. The machine achieves a
serted into the flying shuttle without stopping, is production speed of 230 picks per minute.
named the Omnium.
1980
1940 The revolutionary PAT weaving machine is

PIC ANO L G ROU P JA A RV E R S LA G 2006 I


Picañol builds one Omnium weaving machine per developed, and is presented for the first time
day. This machine has a weaving width of 188 cm at the ATME trade fair in Greenville. The
and is able to achieve a speed of 140 picks per PAT (Picanol Air Tronic) uses air insertion
minute. technology, and is the result of Picañol’s heavy
investment in R&D. The PAT surprises the
1951 textile world because its air insertion nozzles are
The big breakthrough comes when Picañol controlled electronically instead of mechanically.
introduces the President weaving machine at It also features an opto-electronically controlled
the ITMA textile trade fair in Lille. More than prewinder, whose principle is still used today.
160,000 of these machines are ultimately sold, With the PAT, Picañol heads the list of the
establishing Picañol’s name in the weaving world’s great weaving machine manufacturers.
industry worldwide. A President machine with a A PAT machine with a weaving width of 190 cm
weaving width of 188 cm achieves speeds of up to initially achieves a speed of 600 picks per minute.
180 picks per minute. Later, Picañol also develops Further improvements eventually increase the
the less expensive Diplomat for lighter yarns. speed to 800 PPM.
27

1971 1983
At the ITMA exhibition in Paris, Picañol surprises Picanol scores another big breakthrough at ITMA
the textile industry with the MDC, the world’s first Milan: the world’s first microprocessor-controlled
electronically controlled flying shuttle machine. rapier weaving machine. The GTM Grip Tronic
MDC stands for Mono Disc Control, referring Machine, the successor to the PGW, represents a
to the electromagnetically controlled clutch-and- new era in electronic control of weaving machines.
brake unit which makes it possible to increase the The first GTM machines with their weaving width
speed of this 188 cm machine to 220 picks per of 190 cm achieve a speed of 360 PPM, eventually
minute. The MDC is also the first weaving ma- rising to 500 PPM.
chine with pushbuttons instead of levers.
1985 concept, powered by a direct drive switched
The microprocessor-controlled PAT is also pre- reluctance motor. This super motor is named the
sented at ATME Greenville. Bidirectional control Sumo (because it is able to shift a large weight
between a central computer and the microproces- very quickly). The application of this technology
sors on both types of machine (PAT and GTM) is represents a new milestone in the electronic control
also demonstrated. of weaving machines, as the machine speed can be
varied during the weaving process. The Gamma is
1992 also equipped with the QSC (Quick Style Change)
Picanol introduces a new generation of airjet system. A type 190 Gamma achieves a speed of
weaving machines: the versatile Omni and its 600 PPM.
simpler variant, the Delta. Both are equipped with
Picanol’s unique QSC (Quick Style Change) sys- 2000
tem, making it possible for a single person to carry The OMNIplus airjet machine is introduced as the
out a complete style change in under 30 minutes. successor to the Omni, again using direct drive
The Omni (190 type) achieves a speed of 1000 switched reluctance technology. Further applica-
PPM, the Delta 800 PPM. tion of electrical drives (for cloth batching and
selvedge units) permits even more flexible pro-
1997 duction. A type 190 OMNIplus machine achieves
Picanol introduces the successful Gamma, a a speed of 1100 PPM.
rapier weaving machine of an entirely new
2002 in response to new market opportunities. All the
In November of this year, the Picanol group intro- components are optimized for hitherto unheard-
duces its new GamMax rapier weaving machine. of industrial speeds, minimum maintenance and
The GamMax not only represents the know-how maximum profitability.

PICANOL G R OU P A N N U A L R E P ORT 2006 I R E PO RT B Y TH E B O A R D O F D I R E C TO R S


of the group but also incorporates the experience
gained with the Gamma during the past five years. 2006
The new 160 type achieves a speed of 650 PPM. Since technological innovation is crucial for fu-
ture success, the Picanol Group extends its prod-
2004 uct range with several new airjet weaving ma-
In April of this year, Picanol introduces the Olym- chines: the OMNIplus 800 TC, the OMNIjet and
pica and GamMax for weaving glass fiber. the TERRYplus 800.

2005 2007
In April one year later, the group launches its new Picanol introduces the OptiMax, the latest stan-
OMNIplus 800 airjet weaving machine. With this dard-setter for rapier weaving.
machine, the Picanol Group sets the new standard
for efficient airjet weaving. The OMNIplus 800
is distinguished by its modular concept, enabling
the machine to be quickly extended or adapted

29
WEAVING MACHINE ACTIVITY REPORT

M a rk e t rev ie w

The world market for new weaving machines for At its Ieper plant in Belgium the Picanol Group
the industrial production of textiles is estimated produces weaving machines for the higher seg-
at 80,000 to 100,000 units per year on an an- ments and for niche applications. In Suzhou (Chi-
nual basis (1). Of this number some 20% to 30% na) it produces weaving machines for the middle
of machines are based on waterjet technology. segment of the market. The German plant focuses
The remaining share of the market is accounted on niche products such as machines for weaving
for mainly by airjet and rapier machines, and to a terry or tire cord.
declining degree by flying shuttle machines.
Finally, there is still a small market for projectile Important uses for textiles are apparel (e.g. denim
weaving machines. The Picanol Group manufactures and shirting); household applications (sheets, ta-
airjet and rapier weaving machines exclusively. ble cloths, curtains and upholstery); and technical
textiles (airbag, sun awnings, coating cloth, tent-
Flying shuttle and simple rapier weaving cloth, sailcloth, glass fiber materials, Kevlar and
machines are nowadays mainly produced in coun- tire cord). The Picanol Group sells its machines
tries such as China and India, where they are to weaving mills that produce various textile
sold at the bottom end of the market, estimated applications around the world. There are signifi-
at 30,000 machines annually. The Picanol Group cant fluctuations from year to year, not only in
aims at the remaining market, namely the middle the total number of machines sold but also in the
and top segments for airjet and rapier machines. geographic mix and the mix within the various
This technologically advanced market represents textile segments.
an annual volume of around 30,000 to 45,000
machines annually.

(1) Based on our own analysis of figures from the International Textile Manufacturers Federation (ITMF), customs
statistics and our own market research.
PICANOL G R OU P A N N U A L R E P ORT 2006 I R E PO RT B Y TH E B O A R D O F D I R E C TO R S
The weaving machine market in which the Picanol ever, the rising local demand in China probably
Group operates developed positively in 2006 in also played a role.
terms of volume, as expected. Demand for weav-
ing machines throughout the world rose steadily Despite all this, in 2006 the Picanol Group still
during the first nine months of 2006, driven by the had to battle with heavy pressure on prices and
continuing high consumption in China, but then margins, mainly due to competition in the mar-
slackened off in the fourth quarter. The large de- ket for airjet machines, in particular from Japan,
mand for weaving machines was influenced by a trend that was exacerbated by the further fall in
31
among other things the abolition of quotas for the value of the yen against the euro in the course
textile and clothing products, which last year pro- of 2006. On the other hand, Picanol was able to
duced its full impact on the international textile maintain and indeed strengthen its position in
industry; world trade in these products was com- market segments with higher added value. Picanol
pletely deregulated on 1 January 2005 under the managed to increase its share of the world market
terms of the Agreement on Textiles and Clothing for rapier machines, thanks among other things to
within the WTO. This agreement phases out all the excellent technical performance of its models.
the quantitative limitations on exports of textiles
and clothing from a number of developing coun- In 2006 the Picanol Group introduced three new
tries to the leading industrialized countries. How- weaving machines. The OMNIplus 800 TC (tire
cord weaving machine) was launched on the Also in 2006, a completely new assembly plant
market in March. It was followed in May by the was put into operation in Suzhou, China. The
OMNIjet. This machine is aimed at the growing Group invested in new infrastructure to centralize
mid-segment of the airjet market. It is sold mainly its Chinese activities at a single location. GTP
in Asia but also in Europe and Latin America. Shanghai moved to this new site at the end of
Then in September the Picanol Group launched the 2006.
TERRYplus 800. This airjet machine, based on the
OMNIplus 800, is specially designed for weaving As part of the World Class Manufacturing program,
terry cloth. In developing these new machines, lasting improvements in quality and productivity
particular attention was paid to performance, were achieved in the various assembly plants.
energy consumption and user-friendliness, putting Finally, 2006 also saw investments in new IT
the group even farther ahead of the competition. platforms for engineering, logistics and assembly,
The weaving machines were received with great to serve all the production plants around the
acclaim worldwide on the occasion of their market world.
launch. The Picanol Group also displayed these
machines in 2006 at various international textile Out look
exhibitions such as Kortex (Korea), ITM Istanbul
(Turkey), Cinte Techtextil (Russia), CITME The group expects in general that demand for
Beijing (People’s Republic of China) and ATME weaving machines could be somewhat lower in
Atlanta (USA). 2007 than in 2006. The Picanol Group foresees that
the competitive pressure on prices and margins in
As a consequence of the further migration of the textile market will continue, due among other
the textile industry to low wage countries in the things to the continuing trend in the value of the
East, sales of services, parts and accessories also yen. The Picanol Group aims to achieve further
came under pressure in 2006. To deal with this growth and improve its market share in segments
development, various initiatives were taken to with higher added value, by among other things
counteract the resulting negative effect on sales. reinforcing its physical presence in the market,
For example, local sales teams were reinforced, extending its product portfolio and focusing on
new services were offered, and the product range extending the textile handling capabilities of
was expanded in line with the higher performance the Picanol weaving machines. In the field of
of the new weaving machines. technology, Picanol is determined to remain the
trendsetter in both airjet and rapier machines, For this purpose the R&D and procurement
and will distinguish itself in terms of energy activities will be brought together physically
consumption, performance and user-friendliness. and administratively with the weaving machine
Development of aftermarket activities continues production and test facilities in Ieper. The R&D

PICANOL G R OU P A N N U A L R E P ORT 2006 I R E PO RT B Y TH E B O A R D O F D I R E C TO R S


to be another important pillar of the group’s activities of PsiControl Mechatronics will also
strategy, with the focus on achieving an even move to the new building in Ieper, thus permitting
stronger presence in the market. When it comes a more integrated approach to R&D projects
to product development, special attention will for weaving machines. In line with the group’s
be paid to design for quality, flexibility and cost- ambition to introduce a new or improved machine
effectiveness, along with further development of each year, a number of new products will be
World Class Manufacturing. Particular emphasis launched on the market in 2007 in those segments
will be placed on optimizing the worldwide where further growth is expected.
processes and improving the flow of information.

INNOVATION COUNCIL

In 2006 the Picanol Group set up its own Inno- project or investment plan. In addition the
vation Council. With this new umbrella Innovation Council coordinates networking
organization, the Picanol Group aims not only to with other parties that are active in innovation,
stimulate the day-to-day development activities but and ensures efficient exchange of information
also to promote and strengthen the internal culture internally and externally. The Innovation Council
of innovation, as a strategic lever for the group. devotes attention to innovation in various areas
such as new materials, production processes,
Innovation is crucial for the future growth of the technologies, business models and marketing the
Picanol Group. The core tasks of the Innovation current competencies outside the usual markets.
Council are therefore to map out an innovation
policy, to stimulate innovation by setting up an The Innovation Council is distinguished from
innovation platform, to identify and evaluate other innovation initiatives within the group by
innovation projects, and to propose suitable concentrating on innovation processes apart from
33
projects to the Management Committee. In this product strategy, WCM or sourcing. Innovations
way, it should be possible to convert worthwhile or suggestions concerning these activities are
ideas into a concrete business plan, development still passed on within the organization, but the
Innovation Council concentrates specifically on The Innovation Board is made up of a fixed core
projects that lie farther away from the group’s of permanent members, who can also call on ad-
own business, or that pose greater uncertainty. hoc experts for assessing and examining particu-
The Innovation Council assesses the feasibility of lar projects. The Innovation Council meets every
such projects, for which it has its own operating two weeks, and reports to the Management Com-
budget. mittee every two months.

7 0 y e a rs o f s o cia l life

Ever since the early days, the Picanol Group has clubs. Many sports and cultural associations have
been convinced that people cannot stand alone: been set up at the initiative of the Picanol Group
without solidarity and conscientious collaboration, itself, partly inspired by Karel’s soccer and athlet-
the chances of success are nil. Karel Steverlynck, ics activities during his youth. The company soc-
the founder of the company, always promoted this cer team WAP Sport was set up on 9 November
viewpoint. He was concerned for social life in and 1943. Its founding charter states that its objects are
around his factory, and at his initiative various as- “... in addition to physical and moral education, to
sociations were set up which still exist today and provide decent amusement and to raise funds in
are supported by the Picanol Group. support of sick and injured employees with long-
term work disablement.” Among the many other
Particularly in the years since the Second World sports initiatives was the inauguration of the bas-
War, a considerable amount of financial support ketball court at Kruisstraat on 1 May 1960, there-
has been given to social organizations and sports by giving the company team somewhere to play
its home matches. The Bernard Steverlynck Hall trout fishing. For the very young there is the annual
also caters for the sporting needs of local young- St. Martin’s Festival, which was revived in 2002

PIC ANO L G ROU P A N N U A L R E P ORT 2006 I R E P O RT B Y TH E B O A R D O F D I R E C TO R S


sters. This being Belgium, attention was paid not and is becoming ever more popular. Young artists
only to ball sports but also to cycling. On the oc- too are catered for, at the traditional Bernard Ste-
casion of the St. Eligius festival in 1962 the first verlynck Art Circle competition. Then there are
cycle race reserved to members of personnel was charity activities such as sponsored cycling for the
introduced. cancer charity Kom Op Tegen Kanker.

The “1st Bernard Steverlynck Grand Prix” pigeon Many other cultural associations have their ori-
racing championship was inaugurated in 1962, as gins in the company, including Picamera and
part of the celebrations to mark the 1000th anni- Yprentis. The annual St. Eligius festival for re-
versary of Ieper. This competition was held for the tired employees enjoys growing success, enabling
44th time in 2006. With support from the Social many former members of personnel to see their
Fund, the Festival Committee sets up many activi- old workmates again.
ties on behalf of company personnel. The annual
Ieper Review that draws full crowds each year has The range of social activities supported by the
its origins in Picanol. The company also contrib- company continues to expand: there is the bird
utes in the field of music. The Picañol Harmonie fanciers’ club, the pigeon fanciers’ club, the annu-
was set up in 1947, and was latter joined by the al cycling excursion, the motorbike rally and the
majorettes and the hunting horn corps. chess tournament, as well as various ball sports
such as basketball, volleyball and soccer.
The Festival Committee, whose members include
representatives of employees and employers, or-
ganizes various activities throughout the year, in-
cluding minority sports such as rifle shooting and

35
HUMAN RESOURCES

The Picanol Group employs 2,336 people


worldwide (figure on 31 December 2006),
including 1,528 in Belgium, 258 in China and
259 in the USA.

In 2006, solutions were worked out and


agreements made in consultation between
both sides of industry, in connection with the
automation of a significant part of the Verbrugge
production activities and the move of PsiControl
Mechatronics to the production site in Ieper.
Also in 2006, Human Resources devoted the
necessary attention to supporting the move of the
Shanghai activities to Suzhou, and to the setting
up of PsiControl Mechatronics srl in Romania.
In China, further steps were taken toward
professionalization of the local HR management.

In 2006, Human Resources switched over to an


external IT solution for its personnel and payroll
administration, combined with a worldwide
HR reporting system. A new, worldwide job
classification system for employees was also
implemented, based on an internationally
recognized system. The aim of this classification
is to draw up a consistent internal ranking for all
jobs, using a modern weighting method tuned
to the needs of present-day management. In this
way the system forms the basis for a fair and
transparent remuneration policy and external
benchmarking. As well as modernization per
se, this affords opportunities for international
mobility and job mobility within the group.

As part of the effort to recruit new employees,


further investments were made in the Young
Engineers Program (YEP) in 2006. With this
intensive practical training program in Belgium
and other countries, Picanol aims to attract young,
talented engineers. Last year Human Resources
invested further in the Picanol Academy, which
offers training courses and study opportunities for
Picanol Group employees. In this connection the
emphasis is shifting from open training courses to saving measures for lighting, economical water
more specific, narrowly targeted courses aimed at management and reducing waste costs still more.
building up future-oriented skills. As well as on-
the-job training the group pays a great deal attention The health and safety of employees is a top

PIC ANO L G ROU P A N N U A L R E P ORT 2006 I R E P O RT B Y TH E B O A R D O F D I R E C TO R S


to “network learning” in collaboration with other priority for the Picanol Group, along with
companies, the educational establishment and the ergonomics, accident prevention and protection
government. on the factory floor. Numerous safety issues are
considered and solved each year in consultation
Priorities for 2007 include further development with the Committee for Accident Prevention,
of an international personnel policy, with regular Protection and Well-being at Work. One of the
HR audits in all the group’s sites around the main foundations is the voluntary collaboration
world. In 2007, Human Resources will also of many employees, including first-aiders,
revise its existing competency model and invest emergency teams, internal firefighting teams
further in developing a talent management policy, and safety monitors, who annually provide the
with a view to among other things meeting the necessary training in each department. Last year,
expectations of the new generation of employees. the Committee organized information campaigns
In this connection Human Resources will pay on dangerous substances and preparations, drugs
particular attention to career coaching and career and alcohol, fire prevention and internal transport.
management, HR planning, personal development Following the introduction of the new law against
plans and development centers. In addition, Human smoking at work which came into effect on 1
Resources will set up a number of initiatives January 2006, all the Picanol Group’s working
aimed at promoting internal job mobility. The areas in Ieper were declared smoke-free zones,
aim is not only to promote employability and and sessions were organized to help people give
personal development, but also to build up a pool up smoking. Also in 2006, risk analyses were
of resources from which future recruiting needs carried out in connection with noise and vibration.
can be met. Subjects that will be dealt with in 2007 include
lifting gear and personal health and safety. In
Human Resources will also take initiatives to addition, risk analyses will be carried out in among
stimulate the innovative power of the organization, others the assembly and smelting areas.
in support of more technically oriented projects
and the Innovation Council that was set up in
2006.

37
E n v i ro n me n t, h ea lth & saf et y

In 2006 efforts focused on among other things


reducing waste and waste-related costs, and on
energy-saving measures including compressed
air consumption and heat recuperation from
the cupola furnace. In 2006 Te Strake Textile
successfully renewed its ISO 14001 certification,
a standard that lays down the requirements for
an environmental management system. In 2007
the group will concentrate further on energy-
INFORMATION TECHNOLOGY

2006 was a hinge year, in which the IT strategy As part of this strategy, the Picanol Group’s main-
first outlined in 2004 was finally implemented frame was taken out of operation in 2006, with the
in all cycles throughout the organization, and so 26,000 programs on the mainframe being ported
became a practical reality for everyone. This will to a Windows platform. The remaining 1,500 pro-
enable the total IT costs to be compressed from grams, mainly relating to product configuration
2007 onwards, and the IT environment will be- and development, were transferred to a new, mini-
come better supported and more stable. mainframe with an external supplier. This change-
over is the most important step toward the gradual
I T v i s i on build-down of the IT costs from 2007 onwards,
with sufficient guarantees for the operational se-
The Information Technology objective is to stan- curity of the systems.
dardize all current applications and platforms in
a consistent way. In the past, the prevalence of Business archit ect ure
highly-customized applications developed in-
house, along with the differences in the underly- The new architecture, with the transformation from
ing infrastructure, made maintenance, support and a mainframe to a Windows platform, was techno-
development of our products particularly difficult. logically necessary in the first place because of
Moreover, system stability is crucial to assure the outdated systems and the need for uniformity
continuity of the business. and stability. Simultaneously with this, a move
was made to standardize the business processes,
P ri o ri t y in consultation with the business managers. With
the implementation of standard software packages
In view of the above, the Picanol Group follows and the phased definition and introduction of best
a deliberate strategy of continual improvement, practices, the Picanol Group aims to reduce com-
standardization and simplification of its process- plexity and so make additional cost savings.
es, so as to reduce complexity and compress costs.
A p p l i c a tio n s a rc h ite c tu re policy, in order to achieve a structural reduction

PIC ANO L G ROU P A N N U A L R E P ORT 2006 I R E P O RT B Y TH E B O A R D O F D I R E C TO R S


in costs and raise the quality of the IT infrastruc-
In practical terms, four main fields of application ture.
have been defined:
• Supply Chain (procurement, stock control, With the conversion from a mainframe environ-
production and plant maintenance): these busi- ment to a server platform, we will be extremely
ness cycles have been linked to one another dependent on these servers in the future. To hedge
through implementation of Microsoft Dynam- against this, a three-year agreement was made
ics Axapta ERP. with the external partner Dolmen, which will
• Sales: in 2006 the sales configurator was port- provide the hardware along with monitoring and
ed to the Sofon package and linked to the new support.
ERP system.
• Product Life Cycle (configuration of weaving The connections between the various servers is
machines): all processes related to product de- just as critical, as is the security of all the transac-
velopment and configuration have been trans- tions, and so these have been guaranteed for the
ferred to a new mini-mainframe at Volvo IT for next three years by Belgacom. Finally, the end
the next three years. user equipment is supported externally by HP.
• HRM: these processes have been taken off the
mainframe and transferred to Manager V, with Out look
linkage to the ERP package.
In the coming years IT will mainly work toward
M u l t i - ven d o r o u ts o u rc in g further roll-out of ERP in the other production
plants, in China, Germany and the USA. In the
Along with consistent implementation of the meantime, analysis for a new CRM application
strategy, 2006 was also the year in which the Pica- has begun, and the product configurator will be
nol Group opted for a multi-vendor outsourcing modernized.

39
CORPORATE GOVERNANCE

As required by the Corporate Governance Code, At the extraordinary general meeting of share-
this chapter describes the corporate governance holders on 22 May 2006, two new directors were
policy during financial year 2006, and states the appointed on the nomination of the Board of Di-
main principles and provisions of the Code from rectors, namely Mr. Patrick Steverlynck and Bu-
which the Picanol Group deviates, giving rea- raco NV, the latter being represented by Mr. Paul
sons. Vandekerkhove. Mr. Patrick Steverlynck was for-
merly Chairman and CEO, and has acquired wide
For the general operations of the Board of Direc- commercial experience as a member of the Execu-
tors, the Subcommittee of the Board of Directors tive Committee of the Picanol Group, thus giving
and the Management Committee as far as they him valuable industrial expertise. Mr. Paul Vande-
relate to corporate governance policy, readers are kerckhove* comes from a legal background, and
referred to the Corporate Governance Charter on has experience as a director with among others
the website www.picanolgroup.com. Cobeca NV, Meli NV, Alcomel NV, Wildescreen
Partners NV and Alcopro NV. He is currently a
I . B o a rd o f d irec to rs director of the Cecan NV holding company and
chairman of Cecan Invest NV.
COMPOSITION OF THE BOARD OF
DIRECTORS Mr. Joos Waelkens retired as a director at the end
of 2006. He is succeeded by Findar BVBA, rep-
For the full membership of the Board of Direc- resented by Mr. Stefaan Haspeslagh, who was co-
tors, see page 14. opted by the Board as a new director. His term of
office runs until the next Annual General Meeting, gies for absence were received from Baron Hugo
which will be asked to confirm his appointment. Vandamme on 13 March, and from Mr. Filiep Lib-
eert on 7 December 2006. A telephone meeting of
Accordingly, since 22 May 2006 the Board of Di- the Board was held on 23 March 2006 by Messrs.

PIC ANO L G ROU P A N N U A L R E P ORT 2006 I R E P O RT B Y TH E B O A R D O F D I R E C TO R S


rectors consists of nine members, seven of them Luc Van Nevel*, Johan Tack* (representing Frank
non-executive directors. Four of the directors are Meysman*), Baron Hugo Vandamme* and Joos
independent in the sense of art. 524 of the Com- Waelkens (representing Filiep Libeert*). There
pany Code, as required by the Corporate Gover- was full attendance at all other meetings.
nance Charter of the Picanol Group.
In addition to carrying out the duties required by
Under the guidance of the Chairman the directors law and the Articles of Association, the Board of
assessed the operation of the Board of Directors in Directors dealt with the following matters in 2006:
order to ensure that it functions efficiently.
– Nomination of the new directors at the Gen-
ACTIVITIES OF THE BOARD DURING eral Meeting of Shareholders and co-opting of
T H E PA S T F I N A N C I A L Y E A R Mr. Stefaan Haspeslagh*;
– Appointment of the new members of the
The Board of Directors met eight times in 2006, Management Committee, and setting their
with practically full attendance each time. Apolo- remuneration;

T H E 1 97 0 S 70
YEARS
At the ITMA exhibition in Paris in 1971,
Picañol surprised the textile industry with
the MDC, the world’s first electronically con-
trolled flying shuttle machine. Rising sales of
weaving machines meant that Picañol was do-
ing well. Sales continued to expand in the Far
East while the western European economy
entered a slack period. Research and develop-
ment started to play an increasingly important manufacturing facilities. It also put an effort
41
role. In 1973 a new type of weaving machine into purchasing land and building new facili-
entered production: the Diplomat, an inexpen- ties in order to become more centralized and
sive machine for weaving standard, light fab- work on a larger scale. The first spade of soil
rics. But the end of the flying shuttle era was for construction of the new core-making work-
in sight. In 1975 the company presented its shop was dug in 1975. June 1976 saw the move
President PGW rapier weaving machine at the from the “old” to the “new” foundry. Mean-
textile fair in Milan. while, Picañol continued to invest in R&D, tak-
The company invested heavily between 1973 ing on several new engineers. The premises at
and 1977, with heavy emphasis on more ratio- Zonnebeekseweeg in Ieper also came into use
nal production thanks to modernization of the during this period.

(*) representing a company


– Appointment of Mr. Paul Vandekerckhove* II. Subcommit t ees of t he
as member of the Audit Committee and of the board of direct ors
Nomination & Remuneration Committee;
– Appointment of the company auditors. COMPOSITION

– The monthly reporting, the quarterly updates,


the half-year figures, the annual accounts, the With reference to the provisions of the Corporate
annual report and the AGM; Governance Charter, the arrangements under the
– The 2007 budget and the 2007-2009 strategic shareholder agreement concerning Picanol NV
plan; between the parties Pasma NV/Sofines BV, Bu-
– The reports of the Audit Committee and the raco Group and Picanol dated 23 March 2006, the
Nomination & Remuneration Committees; Board Meeting held on 28 August 2006 confirmed
– The progress and assessment of the business the appointment of Mr. Paul Vandekerckhove*
activities; as a member of the Audit Committee and of the
– The setting up of a Romanian subsidiary; Nomination & Remuneration Committee.
– The important investment projects, such as
the OptiMax crossbeam (for Proferro) and the This appointment was examined for conformity
new SMD line for the Romanian subsidiary; with the Picanol Corporate Governance Charter,
– R&D and product strategy; which in turn is based on the recommendations
– Yen hedging strategy; of the Lippens Code. It was determined that the
– Structuring of notional interest deduction; appointment was in conformity with the Charter,
– The status of carrying out the recommenda- both for the Appointments & Remuneration Com-
tions of the CEO exit review, and supervis- mittee and for the Audit Committee, since:
ing the implementation of the findings agree-
ment; – as regards the composition of the Appoint-
– Discussion and approval of a settlement ments & Remuneration Committee, the Chair-
agreement between the company, Deminor man of the Board will act as an independent
International CVBA, Peter Weinreb, Olivier director once more as of April 2008, since his
Goldberg, Victor Levy and the Wingole civil interim appointment as non-independent di-
company, and a shareholding agreement be- rector was only temporary;
tween Pasma NV/Sofines NV, the sharehold- – as regards the Audit Committee, in case of a
ers who are members of the Buraco group (as tie the casting vote lies with the Chairman,
defined therein) and the Company. who is an independent director;
. – the current membership of the Board of Direc-
tors, and thus of the subcommittees, is limited
in time, and all the directors’ terms of office
expire at the same time, which permits a rear- gave its advice with a view to decisions by the
rangement to be made at that moment in accor- Board.
dance with the Corporate Governance Charter.
N O M I N AT I O N & R E M U N E R AT I O N

PIC ANO L G ROU P A N N U A L R E P ORT 2006 I R E P O RT B Y TH E B O A R D O F D I R E C TO R S


AUDIT COMMITTEE COMMITTEE

The members of the Audit Committee are Messrs. The members of the Appointments & Remunera-
Johan Tack*, Frank Meysman*, Joos Waelkens tions Committee are Messrs. Luc Van Nevel,
and – with effect from 28 August 2006 – Paul Filiep Libeert, Baron Hugo Vandamme and – with
Vandekerckhove*. effect from 28 August 2006 – Paul Vandekerck-
hove*.
The Audit Committee met three times in 2006,
with all the members being present. The Committee met three times during the report
year, with apologies for absence being received
Special attention was paid to: from Mr. Filiep Libeert* on two occasions. The
– the half-yearly and annual results; following subjects were discussed, among others:
– the notional interest deduction;
– reporting on the internal audit, the audit ap- – the management incentive plan: assessment
proach and the 2006 audit scope; of 2005 and drawing up of a plan for 2006;
– yen hedging; – the remuneration of the Management Com-
– update of the CEO exit review; mittee, and the appointment of new members;
– IT audit findings and 2006 audit approach; – nominations and resignations of directors.
– insurance strategy.
The chairman of the Nomination & Remuneration
After each meeting the Audit Committee reported Committee reported on these matters to the Board
through its chairman Johan Tack* to the Board of of Directors after the meeting, and gave its advice
Directors about the above-mentioned matters, and with a view to decisions by the Board.

43
70
T H E 1 98 0 S YEARS

In 1980 Picañol introduced the revolution- The company built a new, 4,000 m2 pro-
ary PAT airjet weaving machine. That same duction hall for all the CNC machining centers,
year the ZF hall was set up at K. Steverlynck- along with storage facilities for spare parts.
laan, as a result of an investment in a produc-
tion hall for automatic machining of gearbox- In 1987 the company changed the spelling of
es for the Germany company Zahnradfabrik its name from Picañol to Picanol, and built
Friedrichshafen. In 1983 Picañol launched a the Picanol Service Center in Shanghai. Also
successor to the PGW machine, the GTM. A during that year, modifications were made to
new assembly line was built in Ieper to meet the production facilities in Ieper. The company
the rising demand quickly and efficiently. In split the production division into two smaller
1984 a Total Quality Control program was units, with similar workpieces being grouped
introduced, with new production equipment together and finished in a specialized produc-
including sophisticated CNC machines be- tion cell. In 1988 Picanol acquired a stake in
ing used to meet the demand for high quality. Melotte, specialized in production of mechani-
1985 brought heavy investments in production cal parts. That same year it built its last flying
capacity to keep pace with the brisk demand. shuttle machine, which was shipped to Indo-
nesia. In 1989 the foundry division was split
off from the other activities and made into a
separate company, Proferro NV. Also in 1989
Picanol took a stake in what was then Protron-
ic (now PsiControl Mechatronics).
I I I . M a nag eme n t c o mmittee – The remuneration granted to Mr. Joos
a n d d ay -to -d ay ma n ag ement Waelkens as director of Proferro NV in 2006
was 23,000 euros.
The Management Committee is made up as fol-

PIC ANO L G ROU P A N N U A L R E P ORT 2006 I R E P O RT B Y TH E B O A R D O F D I R E C TO R S


lows (since 17 March 2006): – This results as follows:
– Christulf BVBA, represented by Mr. Chris
Dewulf, President & CEO; Mr. Filiep Libeert 34,000 euros

– Consilium BVBA, represented by Mr. Stefaan Mr. Frank Meysman


Mr. Johan Tack
40,000 euros
45,000 euros
Dewulf, Vice-President Mechatronics & Ac-
Baron Hugo Vandamme 40,000 euros
cessories; Mr. Joos Waelkens 75,000 euros
– Jurgen Couvreur, Vice-President Finance & Mr. Paul Vandekerckhove 26,500 euros
Administration; Mr. Luc Van Nevel 90,000 euros

– Cathy Defoor, Vice-President Manufacturing;


– Jan Laga BVBA, represented by Mr. Jan Laga, EXECUTIVE DIRECTORS
Vice-President Marketing, Sales & Services
– Geert Ostyn, Vice-President Technology & President & CEO
Operations; Mr. Chris Dewulf* received a basic remunera-
– Dirk Verly, Vice-President Human Resources tion of 459,000 euros for the office of President &
& General Services. CEO in 2006. In addition an amount of 62,545.80
euros was granted for insurance premiums and a
company car. A variable remuneration of 229,000
I V. R e mu n era tio n euros was paid for services rendered in 2006.

NON-EXECUTIVE DIRECTORS Other executive director


The remuneration granted to Mr. Patrick Ste-
– The remuneration for non-executive directors verlynck since his appointment as director on
is made up of an amount that depends on at- 22 March 2006 amounts to 280,658.66 euros.
tendance at Board meetings (2,000 euros per This amount does not include the remuneration
Board meeting per director) and at meetings of 33,139.73 USD received from GTP Greenville.
of the subcommittees (2,000 euros per com- No other remuneration such as attendance fees
mittee meeting per director, with the excep- for Board meetings or variable remuneration was
tion of the Chairman of the Audit Committee, paid.
whose remuneration is 3,000 euros per com-
mittee meeting). In addition there is a fixed Management committee
45
annual remuneration of 20,000 euros per di- – The total cost of the basic remuneration for
rector. Exceptionally, the Board granted a members of the Management Committee
farewell remuneration of 10,000 euros to Mr. (with the exception of the President & CEO)
Joos Waelkens, on his resignation as director. in 2006 amounted to 1,275,627.39 euros. This
amount includes insurance premiums and
– The fixed remuneration for the Chairman of company cars.
the Board is 7,500 euros per month. He does – A variable remuneration of 442,082 euros was
not receive any other remuneration such as paid for services rendered in 2006.
attendance fees for meetings of the Board of – There are no current share option plans or
Directors or the subcommittees that he chairs. warrant plans.
V I . A u dito rs ’ re mu n e ra tion the exception of the shareholders’ agreement
mentioned under X below.
The auditors received an amount of 157,000 euros
for performance of their audit tasks at Picanol NV VIII. W hist le- blowing
in 2006. During the course of 2006, the following procedure
additional tasks were carried out:
– other audit tasks: 5,150 euros In accordance with internal policies implemented
– tax advice: 52,470 euros previously (rules of conduct that apply worldwide,
governing relations between employees on the one
V I I . S h are h o ld er s tru c tu re hand and shareholders, customers, suppliers, fel-
a n d a g ree me n ts , a n d low employees, the press and society on the other),
c e rt i f i ca te h o ld er a new “whistle-blowing” procedure was also intro-
a g re e men ts duced. This procedure forms part of a wider policy
on company ethics, and provides a way for em-
No disclosures were received in the course of ployees to report suspicions about something they
2006. The shareholder structure of Picanol NV is think is not right within the company, either to a
therefore as follows (situation on 7 March 2007): manager or to someone in a position of confidence.
– Stichting Administratiekantoor Picanol, Her- The procedure covers not only the rights and obli-
engracht 420 1017 BZ Amsterdam (Nether- gations of employees who report their misgivings,
lands): 2,950,217 shares, or 50.0036% but also the duties of the Picanol Group regarding
– Buraco NV, Jan De Trochstraat 151, 1703 how to deal with such reports.
Schepdaal (Belgium): 457,000 shares, or 7.75%
– Three private individuals (each holding less IX. Insider t rading and
than 5%) acting in concert as Gevolmachtigde market rigging
BVBA Vincent Busschaert Keizerslaan 3, 1000
Brussels (Belgium): 379,043 shares, or 6.42% The Trading Regulations lay down the condi-
tions under which shares in the company can be
The company is not aware of the existence of any acquired or disposed of by directors and key em-
agreements between its shareholders on the one ployees, in compliance with the relevant legisla-
hand and certificate holders on the other, or be- tion. No notification of such operations was re-
tween the certificate holders themselves, with ceived during financial year 2006.
I X . A p plic a tio n o f article s In this connection it is in the interests of The
5 2 3 a n d 5 2 4 o f th e C o mp any Marble BVBA for Picanol NV to approve both
Code agreements, at least in principle, including the
implications for Picanol NV in terms of share-

PIC ANO L G ROU P A N N U A L R E P ORT 2006 I R E P O RT B Y TH E B O A R D O F D I R E C TO R S


Board meeting of 23 March 2006 holding law.

Prior to the Board consultations on these agenda The Marble BVBA has informed all directors of
points, Mr. Luc Van Nevel, the permanent rep- Picanol NV about this conflict of interests, and
resentative of The Marble BVBA, informed the will also inform the Auditor.
Board of a shareholding conflict of interests in
the sense of art. 523 of the Company Code, be- The Marble BVBA, in the person of Mr. Luc Van
tween the latter company and Picanol NV. Nevel, then withdrew from the discussion, and so
did not take any further part in the deliberations
Mr. Luc Van Nevel explained that there might or the voting about the points on the agenda. The
be a conflict of interests since the settlement Board decided that the rest of the meeting should
agreement covers among other things a minor- be chaired by HRV NV, represented by Baron
ity claim that was made on 2 March 2005 by Hugo Vandamme.
Deminor International CVBA, Peter Weinreb,
Olivier Goldberg and Victor Levy against The The Board of Directors took note of the draft set-
Marble BVBA, and against all former directors tlement agreement (hereinafter referred to as the
of Picanol NV; under the terms of the settlement “Settlement Agreement” between Picanol NV,
agreement, the shareholders who entered the mi- Deminor International CVBA, Peter Weinreb,
nority claim have to waive their claims against Olivier Goldberg, Victor Levy and the Wingole
The Marble BVBA. civil company (hereinafter referred to as the “De-
minor Parties”) and a draft settlement agreement
With regard to the shareholders’ agreement, between Picanol NV, Pasma NV/Sofines NV and
the conflict of interests lies in the fact that the the shareholders who are members of the Buraco
members of the Buraco group waive their claims Group (hereinafter referred to as the “Sharehold-
against among others The Marble BVBA con- ers’ Agreement”).
cerning the disputes that arose between the par-
ties to this agreement concerning the sharehold- The legal advisor to Picanol NV explained that
ership and the management of Picanol NV. this Settlement Agreement, along with the Share-

47
For the rest, Picanol NV undertakes to ensure
that the necessary control mechanisms within the
Board of Directors are approved and applied, so
as in future to avoid any abuses or irregularities
that might have occurred in the past.

Under the terms of the Shareholders’ Agreement,


Mr. Paul Vanderkerkhove will be nominated as
director of Picanol NV and member of the Ap-
pointments & Remuneration Committee by the
group of shareholders around Buraco NV, who
represent around 20% of the shares and whose
members belong to the branch of the family re-
holders’ Agreement, is the result of discussions lated to the late Bernard Steverlynck. The Board
during the previous weeks between Picanol NV further determined that the shareholders con-
and the shareholders represented by Deminor cerned will also nominate the former chairman,
on the one hand, and the shareholders grouped Patrick Steverlynck, representing the Emmanuel
around Buraco NV on the other. Such discus- Steverlynck branch, to join the Board once more.
sions had been necessary since among other The Shareholders’ Agreement also states that a
things Deminor had made new claims against dividend policy will be resumed as soon as Pica-
Picanol NV in February concerning certain deci- nol is back in profit. Furthermore, Picanol NV
sions by the Board in the past (see the letter from agrees that if the minority shareholders wish to
Deminor to Picanol NV dated 24 February 2006, sell their shares at any moment, the company
as discussed at the Board meeting of 13 March will lend its assistance. Lastly, the Shareholders’
2006). These discussions were aimed at achiev- Agreement includes a once-and-for-all settle-
ing an all-embracing, final settlement with the ment between Picanol NV, Pasma NV and So-
shareholders concerned, regarding the persistent fines NV and the Buraco group.
disputes about the management of the company.
The Board of Directors then considered the con-
Under the terms of the Settlement Agreement, sequences for the company of both agreements,
the Deminor Parties acknowledge the need to in terms of shareholding law.
put an end to the disputes concerning matters in
the past, in the interests of Picanol NV and the Concerning the shareholding law consequences
further growth and development of the company, of the Settlement Agreement, the Board deter-
and they further waive all their claims related to mined that the agreement provides for the pay-
these matters. The Deminor Parties further rec- ment by Picanol NV of an amount of 500,000
ognize and unanimously approve the settlement euros plus VAT to the Deminor Parties, for the
agreements made by Picanol NV in March 2005 costs incurred by them in exercising their rights
with Messrs. Jan Coene, Herwig Bamelis, Em- as shareholders. The Deminor Parties declare and
manuel Steverlynck, Patrick Steverlynck, Michel recognize that they have made sufficient agree-
Steverlynck, Yves Steverlynck and Jean-Pierre ments among themselves as to the sharing of this
Fafra-Baltes, albeit with application of art. 565 amount, and that they will not make any claims in
para. 2 of the Company Code. this respect against Picanol NV and/or its direc-
tors. However, since the Settlement Agreement
also provides for the approval by the Deminor men BVBA, which will take responsibility for
Parties of the settlement agreement made be- sharing out this amount between the members of
tween Yves Steverlynck and Patrick Steverlynck, the Buraco group, in accordance with the agree-
in addition to the amounts already received an ments made by them about this.

PIC ANO L G ROU P A N N U A L R E P ORT 2006 I R E P O RT B Y TH E B O A R D O F D I R E C TO R S


amount of 240,000 euros which was previously
held in an escrow account will be released in fa- For the rest, the Board considered that the com-
vor of Picanol NV. The net cost to Picanol NV mitment for Picanol NV to lend its collaboration
of the Settlement Agreement therefore comes to to the minority shareholders in selling off their
260,000 euros. shares, should they wish to do so at any point
in the future, did not have any immediate conse-
Also under the terms of the Settlement Agree- quences for the company in terms of sharehold-
ment, Picanol NV waives its rights against the ing law.
Deminor Parties. However, this does not have
any direct consequences for the company in After examining the content of both agreements
terms of shareholding rights. and their shareholding law consequences for the
company, the Board then discussed the appropri-
As regards the shareholding law consequences ateness of both agreements.
for Picanol NV of the Shareholders’ Agree-
ment, the Board noted that this agreement speci- From these discussions it emerged that the Board
fies among other things that the costs incurred fully supported the need and the desirability of
by the Buraco group in exercising its rights as a the proposed settlement. The Board is convinced
shareholder, amounting to 700,000 euros, will be that in view of the far-reaching reforms that have
borne by Picanol NV and repaid to the Buraco been carried out during the past two years, the
group. The payment will be made by bank trans- company can once more concentrate on its core
fer to the third-party account held by Modrika- activities and the creation of added value. Ac-

49
cording to the Board, there can be no justification
for the company continuing to be hindered in fu-
ture or incurring costs for disputes about certain
decisions in the past, given the results already
achieved by the reforms and the measures taken
by the company to avoid a repetition of the facts
that let to them.

Based on the discussions the Board further de-


termined that the actions of the Deminor Parties
(including the introduction of a minority action
in front of Ieper Commercial Court on 2 March
2005 under the terms of art. 562 of the Company
Code) and the Buraco group have made an impor-
tant contribution toward the reform of the com-
pany. In particular, the Board determined that the
initiatives and actions of the Deminor Parties and
of the Buraco group have permitted and helped
the company to recover large amounts paid by
the company to certain directors in the past. The
Board recalled in this connection that since Oc-
tober 2004 the company has already recovered
an amount of around 5,000,000 euros, and that
the company is still entitled to receive a further
repayment of around 3,570,000 euros on 31 Oc-
tober 2007. Furthermore, the members of the
former management, acting under pressure from
initiatives by the Deminor Parties and the Buraco
group, have waived their share options, which by
itself resulted in a cost saving of 1.41 million or
3.28 million euros (depending on whether or not
the costs of the associated group insurance policy
are included in the calculation). A detailed list of
the amounts recovered was attached to the min-
utes as an appendix.

Also as a result of these agreements, a definitive


end can be put to the disputes that arose in the
past concerning certain decisions and policy op-
tions. This will permit the company to complete
a difficult period of reforms and to concentrate
fully once more on its commercial activities. In
this light, the Board considered that the costs of
1,200,000 euros were fully justified in the inter-
PIC ANO L G ROU P A N N U A L R E P ORT 2006 I R E P O RT B Y TH E B O A R D O F D I R E C TO R S
ests of the company, since among other things corporate governance point of view, it would be
under the terms of the agreement an amount of appropriate for this proposed assumption of the
240,000 euros that had been held in an escrow costs by the company to be put to the AGM. The
account and so had not yet been included in the other Board members agreed in principle with
result could now be released in favor of the com- this observation, and decided that the agreement
pany. The net costs to Picanol NV of the agree- should be reported and communicated on to the
ments therefore come to 960,000 euros. AGM in the most transparent way, all the more
so because a significant number of sharehold-
The Board considered that spreading these costs ers – who together make a majority at the AGM
among all shareholders was justified, since all – are party to the agreement.
shareholders benefited from the company re-
forms, and since – given the amounts already The Board considered that both the Settlement
recovered – it was in their interest to have a fi- Agreement and the Shareholder Agreement, and
nal settlement of all the previous disputes, and to the all-embracing settlement proposed in them,
avoid any additional costs for them. are justified in the interests of the company.

The directors representing LMC NV and M.O.S.T After these discussions, the Board of Directors
BVBA at the meeting declared that these two unanimously agreed to approve both agree-
companies had asked them to note that, from the ments.

51
Board meeting of 13 February 2007

Prior to the deliberation, Mr. Patrick Steverlynck Finances. Mr. Patrick Steverlynck is guarantor for
informed the Board of Directors of the fact that compliance by Pasma NV with this agreement.
with respect to the agenda, he had a possible
conflict of interest of a proprietary nature in the Mr. Patrick Steverlynck thus in principle has an
sense of article 523 of the Company Code. interest in the Company approving the present
settlement, including the proprietary implications
Mr. Steverlynck explained that the conflict of thereof for the Company, since this settlement
interest consists in the fact that the proposal could substantially limit his repayment obligation
for approval between the Company and the tax pursuant to the Mediation Settlement Agreement.
authorities, and the associated settlement with Mr.
Jan Coene, can have an impact on the obligations The Chairman determined that all directors of the
committed by himself and by the company Company were notified of the conflict of interest,
controlled by him, Pasma NV, with respect to the and will inform the statutory auditor concerning
Company pursuant to the mediation settlement this.
agreement that was signed on 10 October 2004
between Mr. Jan Coene and Pasma NV («the Mr. Steverlynck then withdrew from the discussion
Mediation Settlement Agreement»). and left the meeting room. Consequently, he
did not take part in the deliberation and the vote
The resolution on the agenda after all relates to concerning the agenda.
the reimbursement to the Company of the gross
part of the sign-up premium that the Company The Board of Directors is of the opinion that the
paid to Mr. Jan Coene in 2002. In this respect, resolutions do not need to be subjected to the
the Mediation Settlement Agreement stipulates procedure of article 524 of the Company Code. The
that Mr. Jan Coene would submit a request to Board of Directors after all notes that the net cost
the Federal Public Service Finances for official of the resolution for the Company is 745,878.76
dispensation concerning the income tax paid on euros (more specifically 642,863 euros as a result
the sign-up premium. Mr. Jan Coene in principle of the difference in tax rates, and 156,061 euros
is only required to repay the gross part of the sign- for discontinuation of collection less the interest
up premium after the income tax, pursuant to the rate due to tax deductibility), which is less than
request for official exemption, has been repaid to 1% of the consolidated net assets of the Company
him by the tax authorities, on the understanding (consolidated net assets as of 31 December 2005:
that the repayment of the gross part of the sign- 78.8 million euros). Pursuant to article 524 §1,
up must take place in any case no later than 31 third section, 2°, there is then no reason to apply
October 2007, regardless the outcome of the the procedure of article 524 of the Company Code
request for official exemption. with respect to the resolution on the agenda. The
Chairman established that the meeting was validly
Should the Federal Public Service Finances, convened, was validly composed and was able
for whatever reason, only reimburse a part of to validly deliberate and decide concerning the
the gross part of the sign-up premium, Pasma agenda items set forth in the convocation notice.
NV has committed itself, together with Mr. Jan
Coene, each for one half, to pay to Picanol NV the The Chairman then opened the debate concerning
amount not repaid by the Federal Public Service the agenda:
1. Explanation of the factual background and the Amount must be reimbursed to the Company
content of the global agreement before 31 October 2007, regardless of the outcome
of the request for official exemption.
By way of introduction, the Chairman explained

PIC ANO L G ROU P A N N U A L R E P ORT 2006 I R E P O RT B Y TH E B O A R D O F D I R E C TO R S


the nature and the factual background of the reso- With a view toward this repayment, at the end
lution that was being presented to the Board of Di- of 2004 Mr. Jan Coene filed a request for official
rectors, of which two parts can be distinguished exemption with the Regional Department of
Bruges, in accordance with the Mediation
a. Settlement with the tax authorities Settlement Agreement. The Company has
followed the processing of this request carefully
The Chairman reminded the meeting that in the and closely. Due to the magnitude of the claims
Mediation Settlement Agreement of 10 October of the Company with respect to Mr. Jan Coene
2004, Mr. Jan Coene agreed to repay to Picanol and Pasma NV, it was deemed irresponsible for
the sign-up premium that he received from Picanol the Company to simply remain detached from
in 2002, for an amount of 6,562,972.20 euros. The the exemption procedure. After all, if this request
net part of the sign-up premium, an amount of for official exemption has a favourable outcome,
2,986,140.60 euros, was repaid to Picanol before this would accelerate and simplify the repayment
31 December 2004, pursuant to the Mediation to the Company of the gross part of the sign-up
Settlement Agreement. premium by Mr. Jan Coene, and if necessary
Pasma NV.
However, for the difference between the gross and
the net amounts, i.e. an amount of 3,576,831.60 After exhaustive meetings, in the end the Regional
euros (hereinafter the «Amount»), the Mediation Department appeared to be prepared to grant
Settlement Agreement established that Mr. the request for official exemption only on the
Jan Coene would submit a request for official following conditions:
exemption of the income tax assessment for tax
year 2003, income from 2002. Mr. Jan Coene 1. Picanol agrees to an increase of the taxable
has agreed that when the Federal Public Service basis for tax year 2003 (income from 2002) for
Finances deposits the Amount to Mr. Jan Coene, the amount of the sign-up premium.
he will forward the Amount to Picanol NV. 2. Picanol agrees to a reduction of the taxable
The Mediation Settlement Agreement further basis for tax year 2005 (income from 2004) for
establishes that, concerning the part of the Amount the same amount.
not reimbursed by the Federal Public Service 3. Picanol pays the additional corporate tax that
Finances, Mr. Jan Coene or Pasma NV, each for would be owed due to the difference between
53
half, would be responsible for the repayment of the corporate tax rate for revenue year 2002
the balance to the Company. According to the and revenue year 2004, and the increase due to
Mediation Settlement Agreement, in any case insufficient prepayments.
As explained below, the corporate tax thus owed with the tax authorities drafted for this purpose
would cost the Company a net amount of 642,863 was an opportunity to secure the effective
euros. reimbursement of the gross part of the sign-up
premium, insofar as Mr. Jan Coene would agree
Pursuant to the conditions described above, the tax to request that the amount to be deposited to him
authorities were prepared to repay Mr. Jan Coene by the tax authorities would be paid directly to the
the amount of the income tax to be exempted Company (if necessary via the third party account
pursuant to the request, after Picanol had paid of his lawyer).
this additional corporate tax. With respect to this
settlement, a draft agreement was submitted to the As a result of contacts that took place in this regard
Company by the tax authorities. with Mr. Jan Coene at the end of 2006, Mr. Jan
Coene, in the context of a general settlement of all
At the request of the Chairman, the lawyers then, discussion points still open between the Company
based upon a summarising presentation, provided and Mr. Jan Coene, was finally prepared to agree
further explanation on the steps that were with such a direct payment.
taken with a view toward obtaining an official
exemption and the position that was taken by the This global settlement can be summarised as
tax authorities. The Chairman and the lawyers for follows:
the Company also answered the questions asked
in this regard by the directors. 1. Mr. Jan Coene acknowledges that each amount
that the Federal Public Service Finances would
b. Settlement with Mr. Jan Coene award him pursuant to official exemption for
withholding tax/income tax and moratorium
The Chairman then explained that the settlement interest for a total amount of 3,576,831.60
euros must be repaid to Picanol. Mr. Jan 4. Picanol acknowledges that it should have paid
Coene would give the competent collector of withholding tax for an amount of 52,626.85 euros
direct taxes an irrevocable order to repay the with respect to a non-competition remuneration
complete amount of withholding tax/income that was owed Mr. Jan Coene pursuant to an

PIC ANO L G ROU P A N N U A L R E P ORT 2006 I R E P O RT B Y TH E B O A R D O F D I R E C TO R S


tax and moratorium interest to the third out-of-court settlement with Mr. Jan Coene of
party account of his lawyer. The latter would 16 March 2005.
immediately deposit this amount to the third
party account of the lawyer for the Company. The Chairman explained that the settlement under
Should on the occasion of the granting of the item 1 goes back to the Mediation Settlement
above-mentioned request, Mr. Jan Coene not Agreement between Mr. Jan Coene and Pasma
be refunded moratorium interest, he would NV. This establishes that if the tax authorities
transfer half of the amount corresponding to were not to agree to the payment of moratorium
the part of the withholding tax/income tax that interest, the difference between the amount
was not refunded by the tax authorities to the that should be repaid pursuant to the Mediation
third party account of his lawyer within 7 days Settlement Agreement on the one hand, and the
after a final and conclusive ruling was made amount of income tax that would be reimbursed
that no moratorium interest would be owed on by the tax authorities to Mr. Jan Coene pursuant
the exempt withholding tax / income tax by the to official exemption on the other hand, would
Federal Public Service Finances. The lawyer for be repaid in equal halves by Mr. Jan Coene and
Mr. Jan Coene would then immediately transfer Pasma NV (this amount can be estimated at no
this amount to the above-mentioned third party more than 130,040 euros),
account of the lawyer for the Company. As long
as this balance is not repaid, interest continues 2. Nature of the transaction
to be owed on this amount.
The chairman explained that the Board of Directors
2. Mr. Jan Coene will deposit the overdue interest must decide whether the Company is prepared (i)
for the period up to and including 31 October with a view toward the efficient collection of the
2006 resulting from the Mediation Settlement amounts still owed by Mr. Jan Coene, to accept
Agreement (53,652.47 euros) to the third party the settlement outlined above in order to effect an
account of his lawyer and also agrees to pay official exemption on the part of Mr. Jan Coene,
interest at an annual interest rate of 3% on half and within the framework thereof among others
of the amount of 3,576,831.60 euros for the to bear an estimated net cost of 642,863 euros
period beginning 1 November 2006 until the due to additional corporate tax, and (ii) to take
value date of payment of the aforementioned cognisance of the agreement between Mr. Jan
55
amount. Mr. Jan Coene will pay this interest Coene and Pasma NV that an amount of at most
within five working days after the notification 130,040 euros would be subject to the rule of split
of the ruling to grant the request for official charges described above.
exemption.
3. Proprietary consequences for the Company
3. Picanol waives its claims with respect to the
repayment of the VAT deduction rejected by the The Board of Directors then investigated the
tax authorities with respect to the invoices of proprietary consequences of both schemes for the
Adequate Advice and Synergy for an amount of Company.
156,060.84 euros.
As can be seen in the calculation below, the net
cost for the Company of the settlement with the
tax authorities can reasonably be estimated at
642,863 euros:

1. Tax year 2003 (Income from 2002): rejection of fiscal deduction of sign-up premium (undervaluation of
assets)

Additional corporate tax: 40.17% of 6,562,972.20: 2,636,346 euros


Increase insufficient prepayments: 9% of 2,636,346: 237,271 euros
Fiscal cost : 2,873,617 euros (A)

2. Tax year 2005 (Income from 2004): increased tax loss by 6,562,972.20 €

Fiscal savings at moment of effective adjustment for loss


33.99% of 6,562,972.20 euros 2,230,754 euros (B)
Net cost for Picanol: (A) – (B) 642,863 euros

With a view toward a global settlement with Mr. 4. Resolution and justification
Jan Coene, Picanol confirms that it will no longer
insist on the repayment by Mr. Jan Coene of the After the investigation of the proprietary effects
VAT deduction rejected by the tax authorities of the proposed resolution for the Company, the
with respect to the invoices of Adequate Advice Board of Directors discussed the appropriateness
and Synergy for an amount of 156,060.84 euros, of the settlement sketched above.
for which a claim was made in 2006. Now that
a waiver is being made with a view toward From this discussion it appears that the Board of
securing the collection of the balance of the sign- Directors is of the opinion that, if the Company
up premium owed by Mr. Jan Coene, the waiver were to accept the statement of agreement of the
of this action in principle can be deducted in the tax authorities and the associated global agreement
corporate tax. The net cost of this waiver can then with Mr. Coene, this would considerably
be estimated at 103.015.76 euros. simplify the collection of the amounts still owed
the Company by Mr. Jan Coene and possibly
Within the framework of this agreement, Picanol Pasma NV pursuant to the Mediation Settlement
also confirms that it should have paid withholding Agreement, and substantially increase the chances
tax for an amount of 52,626.85 euros with respect for actual and complete collection thereof.
to a non-competition remuneration that was owed
Mr. Jan Coene due to an out-of-court settlement In this, the Board of Directors assumes that the
with Mr. Jan Coene of 16 March 2005. The settlement with Mr. Coene implies that an amount
corresponding amount was already booked in estimated at 3,446,873 euros (possibly even more
2006 and the confirmation of this payment within if the tax authorities would pay moratorium interest
the framework of the agreement with Mr. Jan on the amounts to be repaid to Mr. Jan Coene)
Coene then has no financial consequences for the would be directly deposited to the Company by
Company. the tax authorities. This means that at least 96% of
The resolution thus represents an amount that can the amounts still owed would be immediately and
be estimated at 745,878.76 euros. with certainty collected, without the Company
being dependent on any further intervention or There is also the risk that a legal initiative would
collaboration on the part of Mr. Coene and/or again expose the Company to negative publicity
Pasma NV, and without being required to take with respect to certain decisions taken in the
specific actions with respect to these parties. past. The Board of Directors believes that this

PICANOL G R OU P A N N U A L R E P ORT 2006 I R E PO RT B Y TH E B O A R D O F D I R E C TO R S


cannot be justified in the light of the results that
If the Company were to reject the conditions for the Company has achieved within the framework
the official exemption, and thus the amount of in- of its reorganisation in the most recent years and
come tax paid on the sign-up premium were not the far-reaching measures that the Company has
to be refunded to Mr. Jan Coene, the Company taken to prevent a repetition of the facts that led
would be required to recover the entire amounts to them.
from Mr. Jan Coene and Pasma NV. Apart from
the question whether the parties involved are ca- The Board of Directors thus judges that it is
pable of honouring their repayment obligations desirable for the Company to cooperate in order
with respect to the Company if the tax authorities to arrive at an official exemption. An agreement
were not to reimburse the income tax paid on the with the tax authorities allows actual collection in
sign-up premium, based on the information the the short term of at least 96% of the amounts still
Board of Directors has at its disposal, it is dubious owed. The Board of Directors believes that it has
to say the least whether Mr. Jan Coene, and if nec- no reasonable, reliable indications at its disposal
essary Pasma NV, would be prepared in this case to allow it to assume that the owed amounts
to repay the amounts owed at their own initiative. could be recovered to the same extent based on
the Mediation Settlement Agreement. In view of
The Company in principle has various means at the fact that there is a real risk that the amounts
its disposal to force execution if necessary of the owed might not be (entirely) recovered, the Board
outstanding payment obligations with respect to of Directors judges that acceptance of the fiscal
the Company (including prejudgement and/or correction requested by the tax authorities and
executory attachment). Nevertheless, the Board the associated net fiscal cost for the Company
of Directors, taking a realistic and pragmatic of (an estimated) 642,863 euros, this being the
approach, believes that it is very unclear whether difference in the tax rate for 2002 (40.17%) and
such steps would lead to these amounts actually 2004 (33.99%), is justified.
being collected in the end.
Based on similar considerations, the Board of
The Board of Directors also believes that it cannot Directors believes that the Company would also
be denied that compulsory collection in any case be served by reaching a settlement with Mr.
would be awkward and would require prolonged Coene in which the tax authorities would pay
57
and intensive follow-up on the part of the the amounts owed him pursuant to an official
Company, which in itself would imply substantial exemption directly to the third party account of
costs. his lawyer, who would then transfer this repaid
amount to the third party account of the Company Concerning the waiver of the legal claim with
lawyer. Such a procedure means it is almost respect to the wrongly deducted VAT, the
certain that actual repayment of the gross part Board of Directors believes that, in view of the
of the sign-up premium would be secured in the actions already taken to recover this amount,
short term, and incidents with respect to payment payment of this amount could only be obtained
and collection risks would be further reduced and via legal means. In this regard, it is not certain
even eliminated. whether this amount can actually be recovered,
in view of the fact that differences of opinion are
With respect to the terms and conditions of the possible concerning the appropriateness of the
proposed settlement with Mr. Coene, the Board of repayment to the tax authorities of the deducted
Directors first of all points out that account must VAT amount. Within the framework of a global
be taken of the fact that the settlement foresees agreement concerning the amounts outstanding,
that Mr. Jan Coene will pay the overdue interest the estimated maximum net cost of 103,015.76
(53,652.47 euros) due pursuant to the Mediation euros associated with this part of the settlement
Settlement Agreement, for which the Company is then also justifiable according to the Board
has repeatedly been forced to serve notice of of Directors. The payment of withholding tax
default to Mr. Coene, within five working days on the non-competition remuneration that was
following notification by the tax authorities of the paid to Mr. Jan Coene for that matter also risks
decision to grant the request for official exemption. becoming the object of protracted disputes, with
The payment of the interest owed after this is also the considerable costs that these would entail.
secured in a similar way.
For the rest, the Board of Directors takes
cognisance of the fact that Mr. Jan Coene and
Pasma NV have mutually agreed, to the extent
that moratorium interest would not be paid or

PICANOL G R OU P A N N U A L R E P ORT 2006 I R E PO RT B Y TH E B O A R D O F D I R E C TO R S


would not be owed by the tax authorities on the
amount that would be repaid to Mr. Jan Coene
pursuant the official exemption, to repay, each
for one half, the balance of at most 130,040
euros (corresponding to the difference between
the amount required to be repaid pursuant to the
Mediation Settlement Agreement on the one hand,
and the amount of income tax that would be repaid
to Mr. Jan Coene by the tax authorities pursuant
to the official exemption on the other hand). The
Board of Directors notes that this settlement has
no impact on the extent to which the gross part of
the sign-up premium will be repaid.

The Board of Directors thus also believes that


the conditions for the official exemption and the
agreement with the tax authorities, as well as the
proposed global settlement with Mr. Jan Coene,
are justified in the light of the interests of the
Company. The Board of Directors believes that
the distribution of the associated costs over all
shareholders is justified, since all shareholders
have an interest in the actual collection of the
gross part of the sign-up premium in the short
term and a maximum limitation of the payment
and collection risks attached to this.

The Board of Directors is convinced that, in view


of the thoroughgoing reorganisation work that
has been realised over the last three years and the
59
amounts that have already been recovered within
this framework, the proposed settlement will
allow the Company to further concentrate on its
core activities and on the creation of shareholder
value.
C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 2 0 0 6

PICANOL G R OU P A N N U A L R E P ORT 2006 I FIN A N C I A L S TATE M E N T S 2 0 0 6


I . D e f i nitio n s 62

I I . F i n an cia l s tateme n ts 63

II.1. Consolidated income statement 63

II.2. Consolidated balance sheet 64

II.3. Consolidated cash flow statement 65

II.4. Statement of changes in shareholders’ equity 66

III. Notes to the Consolidated Financial Statements for the year ending

31 December 2006 67

III.1. Summary of the valuation rules 67

III.2. Changes in accounting principles applied 78

III.3. Changes in scope of consolidation 78

III.4. Segment information 79 61

III.5. Income statement 85

III.6. Balance sheet 92

III.7. Miscellaneous 111


I. DEFINITIONS

Associated companies Companies in which Picanol has a significant influence and which
are accounted for under the equity method.

Shareholders’ equity Shareholders’ equity, including minority interests, for the calculation
of ratios.

Joint ventures Entities under joint control and which are consolidated
proportionately.

Net assets Net liabilities + shareholders’ equity

EBITDA EBIT + depreciation and impairment of assets


+ adjustments write-offs on inventories and trade receivables
+ adjustments other provisions.

Subsidiaries Entities under the control of Picanol and fully consolidated

Working capital Inventories + trade receivables – trade payables – down payments


received – remuneration and social security contributions – taxation
at source on remuneration.

Gross margin Sales – cost of sales

Export finance Bank loans to refinance credit granted to our customers, with as
security bills of exchange or promissory notes accepted by our
customers.
I I . F I N A N C I A L S TAT E M E N T S

The consolidated financial statements have been approved for publication by the Board of Directors on 19
March 2007.

II.1. CONSOLIDATED INCOME STATEMENT

PICANOL G R OU P A N N U A L R E P ORT 2006 I FIN A N C I A L S TATE M E N T S 2 0 0 6


PICANOL GROUP (in ‘000 euros) NOTES (*) 31/12/2006 31/12/2005

Sales III.4. 410,260 396,302


Cost of sales -343,693 -340,445

GROSS PROFIT 66,567 55,857


Gross profit % on sales 16,2% 14,1% (**)
General and administrative expenses -36,528 -39,188
Sales and marketing expenses -21,025 -21,085
Other operating income III.5.1. 3,697 2,082
Other operating expenses III.5.2. -2,866 0

OPERATING RESULT III.5.3. 9,845 -2,334


Net financing expenses III.5.4. -619 -1,169
Other financial income III.5.4. 528 1,423
Other financial expenses III.5.4. -951 -1,060

PROFIT OR LOSS BEFORE TAXES 8,803 -3,140


Income taxes III.5.5. -3,236 -1,577

PROFIT OR LOSS 5,568 -4,717

SHARE OF MINORITY INTERESTS -1 1

SHARE OF THE GROUP IN PROFIT OR LOSS 5,569 -4,716

(*) the accompanying notes are an integral part of this income statement. 63
(**) A re-allocation of head-office costs amounting to 6.9 million euros from the beginning of 2006 led to an adjustment
of the gross profit on 31/12/2005, in order to make a comparison possible.

E A R N I N GS P E R S H A R E

PICANOL GROUP (in ‘000 euros) NOTES 31/12/2006 31/12/2005

Earnings per share (basic) III.5.7. 0.94 -0.80


Earnings per share (after dilution) III.5.8. 0.94 -0.80
II.2. CONSOLIDATED BALANCE SHEET

PICANOL GROUP (in ‘000 euros) NOTES (*) 31/12/2006 31/12/2005

FIXED ASSETS 94,476 118,635


Intangible assets III.6.1. 8,610 10,858
Goodwill III.6.2. 1,492 1,920
Tangible fixed assets III.6.3. & III.6.4. 59,267 63,237
Other financial fixed assets III.6.6. 103 103
Receivables more than one year III.6.7. 22,230 39,717
Deferred tax III.5.5. 2,774 2,800

CURRENT ASSETS 161,384 166,071


Inventories and contracts in progress III.6.8. 61,178 58,020
Trade receivables III.6.9. 69,265 76,890
Other receivables III.6.9. 14,456 13,027
Cash and cash equivalents III.6.10. 16,485 18,134

TOTAL ASSETS 255,860 284,706

SHAREHOLDERS’ EQUITY II.4. 82,719 78,899


Capital III.6.11. 7,400 7,400
Share premiums III.6.12. 1,332 1,332
Reserves 74,354 68,785
Translation differences -368 1,379
Minority interests 1 3

NON-CURRENT LIABILITIES 50,447 67,762


Pension and similar liabilities III.6.13. 6,485 7,109
Provisions III.6.14. 1,459 2,075
Deferred tax III.5.5. 9,073 7,584
Interest-bearing financial borrowings III.6.15. 33,430 50,994
Financial leasing III.6.17. 11,640 13,498
Credit institutions III.6.15. 21,790 37,495
Other liabilities III.6.16. 0 0

CURRENT LIABILITIES 122,694 138,045


Pensions and similar liabilities III.6.13. 1,035 1,201
Provisions III.6.14. 3,487 3,050
Interest-bearing financial borrowings III.6.15. 23,928 35,511
Trade payables III.6.19. 60,940 64,556
Taxes payable III.6.19. 2,518 3,431
Other liabilities III.6.19. 30,786 30,296

TOTAL LIABILITIES 255,860 284,706

(*) The accompanying notes are an integral part of this balance sheet.
II.3. CONSOLIDATED CASH FLOW STATEMENT

PICANOL GROUP (in ‘000 euros) 31/12/2006 31/12/2005

Operating result 9,845 -2,334


Depreciation on intangible and tangible fixed assets 14,112 15,656
Impairment of assets 1,025 0

PIC ANO L G ROU P A N N U A L R E P ORT 2006 I FIN AN C I A L S TATE M E N T S 2 0 0 6


Write-offs on assets 704 717
Changes in provisions 546 -4,734
Profit/loss on disposals of assets 0 -12
Income from associates 0 0
Gross operating cash flow 26,231 9,293

Changes in working capital 15,783 26,415

Operating cash flow 42,014 35,709

Income taxes -3,236 -1,577

Net operating cash flow 38,778 34,132

Interest received 2,552 2,647


Acquisitions in intangible fixed assets -1,464 -2,619
Acquisitions in tangible fixed assets -9,538 -10,369
Revenue from the sale of intangible fixed assets 32 1,864
Revenue from the sale of tangible fixed assets 1,805 75
Net cash flow from investment operations -6,613 -8,402

Interest paid -3,171 -3,817


Dividends paid 0 -1,475
Increase/ (Decrease) of export finance -15,045 -13,500
Acquisitions of interest-bearing financial borrowings 280 5,663
Repayments of interest-bearing financial borrowings -14,380 -8,685
Cash flow from finance operations -32,317 -21,813
65
Effect of exchange rate changes -1,497 1,717

Adjustments to cash and cash equivalents -1,649 5,634

Net cash position at opening balance 18,134 12,500


Net cash position at closing balance 16,485 18,134
-1,649 5,634
II.4. STATEMENT OF CHANGES IN
SHAREHOLDERS EQUITY

F o r t h e y e a r e n d in g 2 0 0 6

Translation differences

Total before minority

Total after minority


Retained earnings

Minority interests
Share premiums

interests

interests
Capital
PICANOL GROUP
(in ‘000 euros)

At the end of the preceding period 7,400 1,332 68,785 1,379 78,896 3 78,899
Changes in scope of consolidation 0 0 0 0 0 -1 -1
Changes in applied accounting 0 0 0 0 0 0 0
principles
Result over the reporting period 0 0 5,569 0 5,569 -1 5,568
Dividends 0 0 0 0 0 0 0
Translation differences 0 0 0 -1,747 -1,747 0 -1,747
Other 0 0 0 0 0 0 0
At the end of the reporting period 7,400 1,332 74,354 -368 82,718 1 82,719

F o r t h e y e a r e n d in g 2 0 0 5
Translation differences

Total before minority

Total after minority


Retained earnings

Minority interests
Share premiums

interests

interests
Capital

PICANOL GROUP
(in ‘000 euros)

At the end of the preceding period 7,400 1,332 74,760 -889 82,603 132 82,735
Changes in scope of consolidation 0 0 0 0 0 -128 -128
Changes in applied accounting 0 0 0 0 0 0 0
principles
Result over the reporting period 0 0 -4,716 0 -4,716 -1 -4,717
Dividends 0 0 -1,475 0 -1,475 0 -1,475
Translation differences 0 0 0 2,268 2,268 0 2,268
Other 0 0 216 0 216 0 216
At the end of the reporting period 7,400 1,332 68,785 1,379 78,896 3 78,899
I I I . N O T E S T O T H E C O N S O L I D AT E D
F I N A N C I A L S TAT E M E N T S O F T H E Y E A R
ENDING 31 DECEMBER 2006

PIC ANO L G ROU P A N N U A L R E P ORT 2006 I FIN AN C I A L S TATE M E N T S 2 0 0 6


III.1. SUMMARY OF THE VALUATION RULES

I I I . 1 . 1 . S ta teme n t o f c o mpliance – principles f or t he


co mp ila tio n o f th e f inancial st at ement s

Since 1 January 2005, the consolidated financial statements of the Picanol Group have been compiled in
accordance with the International Financial Reporting Standards (IFRS), as drawn up by the International
Accounting Standards Board (IASB) and the Interpretations issued by the Standing Interpretation Commit-
tee of the IASB and approved by the European Union.

I I I . 1 . 2 . G en era l p rin c ip les

Basis for presentation

The consolidated financial statements are expressed in thousands of euros. They have been compiled on the
basis of the historical cost convention.

The valuation rules, with the exception of IAS 32/39 (financial instruments), IFRS 3 (business combina-
tions) and the ‘bandwidth’ approach as laid down in IAS19 (personnel benefits), have consistently been
applied to the year 2006, and also to the previous financial year and the opening balance on the date of
transition to IFRS.

The following new standards and interpretations, already issued on the date of approval of this annual re-
port, but not yet in effect, were not applied by the Picanol Group for the year 2006:
67
• IFRS 7 Financial instruments: Disclosures; in effect for the financial year that starts per 1 January 2007
• IFRS 8 Operating segments; in effect for the financial year that starts per 1 January 2009
• IFRIC 7 Applying the Restatement Approach under IAS29; in effect for the financial year that starts after
1 March 2006
• IFRIC 8 Scope of IFRS 2; in effect for the financial year that starts after 1 May 2006
• IFRIC 9 Reassessment of Embedded Derivatives; in effect for the financial year that starts after 1 June
2006
• IFRIC 10 Interim Financial Reporting and Impairment; in effect for the financial year that starts after 1
November 2006
• IFRIC 11 IFRS 2 Group and Treasury Share Transactions; in effect for the financial year that starts after
1 March 2007
• IFRIC 7 Service Concession Arrangements; in effect for the financial year that starts per 1 January 2008

According to a first estimation, the application of IFRS 7 and IFRS 8 will only influence the notes of the
Picanol Group. The application of the above mentioned standards and interpretations will have no material
influence on the financial statements of the Picanol Group.

Foreign currency

The presentation currency of the Picanol Group is the euro.

Transactions denominated in foreign currencies are accounted for at the exchange rates prevailing at the
date of the transaction. At each balance sheet date, any monetary assets and liabilities that are expressed in
foreign currency, will be translated at the closing rate.
Any non-monetary assets and liabilities carried at fair value and denominated in a foreign currency , will be
translated at the rate of exchange applicable at the time when their fair value was determined. Any profits
and losses which result from these transactions will be recognized in the income statement. However, if
these are deferred, they will be recognized in the shareholders’ equity.

Assets and liabilities of the group’s foreign operations are translated at the closing rate. Profits and losses
are translated at the average exchange rate over the period. Any currency exchange differences resulting
from this will be recognized in shareholders’ equity, under the heading “Translation differences”. Upon
disposal of the foreign operation, currency exchange differences accumulated in equity will be recognized
in the income statement.

Consolidation principles

Subsidiaries
The consolidated financial statements enclose all subsidiaries where the group has acquired control. Control
means that Picanol NV has the power to control the financial and operational policy of the entity in order to
benefit from its activities. Such control is supposed to exist when Picanol NV, either directly or indirectly,
holds over 50% of the voting rights of the entity. The existence and effect of potential voting rights, practi-
cable or convertible at that time, are taken into consideration when evaluating if the group has the power to
control the financial and operational strategy of another entity.

Subsidiaries are those companies in which Picanol NV holds, either directly or indirectly, more than 50%
of the voting rights or in which Picanol NV can exert, either directly or indirectly, a deciding influence on
the policy.
Acquisitions of subsidiaries are accounted for on the basis of the take-over method.
The cost of a business combination is valued at the total fair value on the date of the exchange, of assets
handed over, liabilities entered into or taken over, and the shareholders’ equity instruments issued by the
acquirer, plus any costs directly attributable to the business combination. The identifiable assets, liabilities
and contingent liabilities of the acquirer which comply with the admission criteria of IFRS 3 Business
Combinations are recognized at the fair value on the date of take-over with the exception of the fixed assets
(or groups of assets disposed of) classified as held for sale in accordance with IFRS 5 Fixed assets held for

PIC ANO L G ROU P A N N U A L R E P ORT 2006 I FIN AN C I A L S TATE M E N T S 2 0 0 6


resale and discontinued operations. Each minority interest in the acquirer will be recognized against the
minority share of the net fair value of the identifiable assets, liabilities and contingent liabilities.

The financial statements of the subsidiaries are recognized in the consolidation scope from the moment that
Picanol NV acquires control until the date on which this control ceases.

The financial statements of the subsidiaries bear the same reporting date as that of the parent company.
These financial statements are compiled on the basis of uniform principles for financial reporting for com-
parable transactions and other events in similar circumstances. Balances and transactions, profits and losses
within the group are totally eliminated.

Associated Companies
Associated companies are companies in which Picanol NV exercises significant influence. Significant in-
fluence is the power to participate in the financial and operating policy decisions of the shareholding, but
does not entail control or joint control over the relevant policy. Unless stated otherwise, significant control
is presumed when an investor holds, either directly or indirectly, 20% or more of the voting rights of the
shareholding.

These enterprises are accounted for under the equity method from the moment this significant influence
is acquired until the date it ceases. If the group share in the loss exceeds the book value of the associated
company, the book value will be reduced to zero and further losses will no longer be charged, except to the
extent which the group has entered into obligations with respect to this enterprise.

Joint ventures
A joint venture is a contractual agreement in which two or more parties enter into a business activity over
which they have joint control. Entities over which the group exercises joint control are recognized on the
basis of the proportional consolidation method. All of the assets, liabilities, profits and losses of the entities
69
under joint control are added entry by entry to comparable entries in the financial statements. The applica-
tion of proportional consolidation ceases on the date on which the group ceases to have joint control.
III.1.3. BALANCE SHEET

Intangible assets

Intangible assets are valued at cost less the accumulated depreciation and incidental impairment losses.

Internally generated intangible assets


Research expenditures are recognized as a loss in the income statement at the time when the expenditure
is incurred.

Internally generated intangible assets resulting from the development of the group are only recognized if
they meet the following criteria:
• An identifiable asset has been created.
• It is probable that the created asset will generate economic benefits that will flow to the entity.
• The development cost of the asset can be measured reliably.

From the moment a weaving machine is launched onto the market, the capitalized development costs are
depreciated on a straight-line basis over a period of 5 years. This is in line with the average lifecycle of a
weaving machine.

Separately acquired intangible assets


• Patents and Licenses
The costs of acquired patents and licenses are depreciated on a straight-line basis over their useful life, with
a maximum useful life of 5 years.
• Computer software
External and internal costs directly linked to the purchase of or to the installation of business software ap-
plications for ERP, Supply Chain, CRM, etc. are capitalized as intangible assets. These are depreciated on
a straight-line basis over their useful life, which is equivalent to 5 years.

Goodwill

Goodwill is the difference between the cost of a business combination and the interest of the Picanol Group
in the net fair value of the identifiable asset, liabilities, and contingent liabilities. Goodwill is measured at
cost less any incidental accumulated impairment losses.

The cash generating unit to which goodwill is accounted is checked every year on impairment, and each
time when there is an indication that the unit has experienced impairment comparing the book value of a
unit with the realizable value. If the realizable value is lower than the book value, the impairment will be
recognized in the book value of the unit’s added goodwill and further in the other assets of the unit in direct
proportion to the book value of each asset in the unit. A special impairment recorded in goodwill, can not
be reversed later on.
If the interest of the Picanol Group in the recognized net fair value of the identifiable assets, liabilities, and
contingent liabilities, exceeds the cost of the business combination, then:
(a) The identification and the valuation of the identifiable assets , liabilities and contingent liabilities of the
acquirer and the cost valuation of the business combination will be assesses; and

(b) Any incidental surplus remaining after that assessment will immediately be recognized in the income
statement.

PIC ANO L G ROU P A N N U A L R E P ORT 2006 I FIN AN C I A L S TATE M E N T S 2 0 0 6


Ta n g i b l e f i x e d a s s e t s

Tangible fixed assets are recognized in the balance sheet at the historical cost of acquisition less the accu-
mulated depreciation and any incidental impairment. The historical cost of acquisition includes the actual
purchase price plus any incidental costs incurred to bring the asset to its working condition and location for
it intended use.
Borrowing costs are not capitalized.

Any subsequent costs associated with tangible fixed assets are generally immediately expensed within the
period in which they occur. Such costs are only capitalized if it can be demonstrated that the economic
benefits generated by this expenditure will be higher than their initial estimated performance standard, and
that the cost of the asset can be measured reliably.

Depreciation is calculated on a straight-line basis as follows:


• Buildings 20 years
• Equipment, plant and machinery 10 years
• Melting furnace 15 years
• Tooling, moulds 5 years
• Office furniture 10 years
• Office and computer equipment 4 years
• Vehicles 5 years
• Internal transport equipment 10 years

The residual value and the useful life of an asset are reviewed at least at the end of each financial year and
if the expectations differ from previous estimates, adjustments are processed as an adjustment in estimate
in accordance with IAS 8 Principles of financial reporting, changes in estimates and errors.
71
Lease agreements

Financial lease
Lease agreements are classified as financial leases if the group substantially bears all the risks and rewards
associated with the agreement. Tangible fixed assets acquired by means of a financial lease are recognized
in the balance sheet at:

- The fair value of the leased asset, or if lower,


- The discounted value of the minimum lease payments, as stipulated at the start of the lease agreement.
The corresponding liability with the lessor is presented in the balance sheet as a financial liability.

Lease payments are partly presented as finance costs and partly as settlement of the outstanding liability, so
that a constant interest charge in comparison with the outstanding capital is created over the full term.

The depreciation rules for assets acquired in form of a financial lease are consistent with those for assets
acquired as property. If there is any uncertainty as to whether the company will own the asset at the end of
the lease, then the asset must be written off in full over the lease period or over the useful life should this
be shorter.

Operating lease
All lease agreements not classified as financial leases are operational leases. Payments made under an oper-
ating lease contract are expensed on a straight-line basis over the term of the agreement. Benefits received
or which will be received at the end or at the renewal of an operating lease will also be recognized on a
straight-line basis as a reduction of the rental costs over the lease term.

Impairment of tangible and intangible assets

The assets of the Picanol Group, other than the inventories, the deferred tax assets, the personnel benefits
and financial instruments, are reviewed for impairment, if there are indications that the carrying amount of
an asset or a cash generating unit might possibly not be recovered.
If the carrying amount of an asset or a cash generating unit exceeds its realizable value, an impairment loss
will be recognized in the income statement.
The realizable value of an asset or of a cash generating unit is equal to the highest fair value minus the costs
to sell and value in use of the asset or of a cash generating unit, whereby the fair value is equal to the amount
that can be obtained from its sale in a transaction between knowledgeable, willing, and independent parties,
and of which the going concern value corresponds with the discounted value of the estimated future cash
flows which would be expected to flow from the asset or a cash generating unit.

Impairment losses recognized in previous financial years are offset in the income statement if there are any
indications that a previously recognized impairment of an asset no longer exists or has decreased. Impair-
ment losses on goodwill are not reversed.

Available-for-sale fixed assets

Fixed assets or groups of assets that are being disposed of, are classified as available for sale if their carrying
amount will primarily be realized in a sale transaction and not through its continued use. This only applies
when the assets (or the group of assets being disposed of) are immediately available for sale in their present
condition and if the sale is highly probable. A sale is only considered as highly probable if the appropriate
management level has committed itself to a plan to sell the asset.

Fixed assets or group of assets which are being disposed of, are valued at the lower of carrying amount of
fair value minus the sales costs.

PIC ANO L G ROU P A N N U A L R E P ORT 2006 I FIN AN C I A L S TATE M E N T S 2 0 0 6


Borrowing costs

All borrowing costs are expensed in the period in which they are incurred.

Inventories

Inventories are valued at the lower of cost or market value. The realizable value is the estimated sale price
within the operational framework less the estimated costs for completion and the costs that are necessary
to achieve the sale.

The Picanol Group uses an inventory valuation method which approaches the FIFO method.
The cost of the inventory includes all the purchase costs, conversion costs, and any other costs necessary to
bring the inventory to their present location condition.

Minority interests

Minority interests are a share in the profit or the loss and the net assets of a subsidiary which are attributable
to the equity interests which are not held directly via subsidiaries by the parent company.

At the time of acquisition, the minority interest is initially recognized at the minority share of the fair value
of the identifiable assets, liabilities and contingent liabilities of the acquirer on the date of the acquisition.
This will later also include the minority share of the profits or losses.

Pensions and similar liabilities

The group primarily has defined contribution plans as well as defined benefit plans in Picanol NV and
73
Proferro NV.

Defined contribution plans


The contribution liabilities to the defined contribution plans are expensed by the group in the income state-
ment within the relevant period.

Defined benefit plans


For defined benefit plans the pension liability of the financial year has to be calculated on the basis of the
‘projected unit method’.
The amount recognized as a net liability of a defined benefit plan is the net total of the following amounts:
(a) the discounted value of the gross liability in respect of defined benefit plans at the balance sheet date;
(b) plus any actuarial gains (less any actuarial losses) that have not been recognized as a result of the ap-
plication of the ‘corridor’ approach
(c) less any unrecognized pension costs of past service;
(d) less the fair value at the balance sheet date of possible investment funds, from which the liabilities must
be directly settled.

The corridor approach entails that the actuarial gains and losses which, at the end of the previous reporting
period, exceeded the largest amount of 10% of the discounted value of the gross liability in respect of the
defined benefit rights on that date and 10% of the fair value of the investments funds on that date, are rec-
ognized in the income statement over the expected average remaining service lifes of the plan participants
involved.

The discounted value of the gross liability in respect of defined benefit plans is calculated by discounting
the gross liabilities at a discount rate which is based on the market yield of high quality company bonds at
the balance sheet date.

A provision for current early retirements is recognized as a liability and as charge if the entity has demon-
strably committed itself to either:
(a) the termination of the employment of an employee or a group of employees prior to the normal pension
date; or
(b) the settlement of redundancy payments as a result of an offer made to the employees to encourage vol-
untary redundancy.

If redundancy payments are due only 12 months at least after the balance sheet date, they will be discounted.
If an offer is made to encourage voluntary redundancy, the valuation of the redundancy payments will be
based on the number of employees who are expected to accept the offer.

No provision has been made for this in view to the fact that the Picanol Group does not have to provide any
constructive liability for future early retirement.

Provisions

Provisions are recognized at the balance sheet date if the group has a present obligation (enforceable by
law or constructive) due to a past event, and if it is probable that this liability will lead to a future outflow
of resources which in themselves hold economic benefits, when the liability will be settled, and if a reliable
estimate can be made of the amount of the obligation.

Provisions are recognized at the best estimate of the expenditure required to settle the existing obligation
at the balance sheet date.

Provision for warranty cost


A provision for warranty cost will be made for products under warranty. This is made on the basis of histori-
cal data related to repairs and returned goods.
Provision for restructuring
A provision for restructuring will only be made if the group has drawn up a detailed and formal restructur-
ing program and if the expectation is being created with the relevant parties that the group will be imple-
menting the restructuring program, either by the group already having started its implementation, or by
having informed the relevant parties of its main features prior to the balance sheet date.

Financial instruments

PI CAN OL GR OU P A N N U A L R E P ORT 2006 I FIN AN C I A L S TATE M E N T S 2 0 0 6


From 1 January 2005:
Financial assets and financial liabilities are recognized on the balance sheet of the group when the group
becomes party to the contractual provisions of the financial instrument concerned.

Investments in equity instruments that do not have a quoted market price in an active market and whose fair
value cannot be reliably measured.
After the initial valuation, these are valued at cost less any incidental impairment losses.

Available-for-sale financial assets


At initial recognition, available-for-sale financial assets are recognized at fair value plus any transaction
costs directly attributable to their acquisition. Following their initial recognition, these assets are valued at
fair value without any deduction of incidental transaction costs incurred by the sale or any other form of
disposal. Any profit or loss generated by these assets is immediately recognized in the shareholders’ equity
with the exception of impairment losses and foreign currency gains or losses until the financial asset is
derecognized. Henceforth, any cumulative gain or loss previously recognized through shareholders’ equity
is recognized through profit or loss.

Financial liabilities and equity instruments


Financial liabilities and equity instruments issued by the group are classified in accordance with the eco-
nomic reality of the contractual agreement and with the definitions of a financial liability and shareholders’
equity instruments.

Equity instruments
Equity instruments issued by the company are recognized in accordance with the amounts received, minus
any direct issue costs.

75
Bank loans
Interest-bearing bank loans and fixed advances are recognized on the basis of the amounts received, less
any direct issue costs. Financial charges, including premiums payable upon settlement or redemption and
direct issue costs, are recognized proportionally through the income statement in accordance with the ef-
fective interest method and are added to the recognized amount of the instrument to the degree that they are
not settled in the relevant period.

Derivatives
Picanol NV has foreign currency hedges in the form of forward contracts, partly as fair value hedge and
partly as cash flow hedge.
Fair value hedges protect against foreign currency risks incurred by exchange rate fluctuations in the fair
value of recognized assets and liabilities. The profit and loss from both the revaluation of the hedging in-
strument (e.g. forward contracts) and the revaluation of their hedged assets and liabilities are immediately
recognized through the income statement.

Cash flow hedges protect against any incidental variation in cash flow which (i) is attributable to a particular
risk associated with a recognized asset or liability or a highly probable expected future transaction and (ii)
which could have an impact on the profit or loss. The share of profit or loss on the hedge instrument which
has been established as an effective hedge will immediately be recognized in the shareholders’ equity and
the non-effective share of the profit or loss on the hedge instrument will be recognized through the income
statement.

If the hedging of an expected future transaction leads to the recognition of a non-financial asset or a non-
financial liability, or if an expected future transaction concerning a non-financial asset or non-financial
liability becomes a firm undertaking for which administrative processing of fair value hedge transactions is
applied, then the entity will take the following action:
• The entity transfers the associated profits or losses recognized in the shareholders’ equity to the income
statement in the same period or periods in which the acquired asset or the liability entered into has an
impact on the profit and loss. However, if an entity expects that (part of) the profit which is directly rec-
ognized in the shareholders’ equity , will no longer be realizable in one or several future periods, then the
entity must transfer the expected non-realizable amount to profit and loss.

• The entity transfers the associated profits and losses which are recognized in the shareholders’ equity in
order to recognize these in initial cost or another book value of the asset or liability.

Financial instruments are not used at all for speculative purposes. The Picanol Group does not have any
other kind of financial instruments.
III.1.4. Revenue

General

Revenue is valued at the fair value of the consideration receivable.

Sale of goods

PIC ANO L G ROU P A N N U A L R E P ORT 2006 I FIN AN C I A L S TATE M E N T S 2 0 0 6


Revenue from the sale of goods is recognized when all the following criteria are met:
(a) the company has transferred all the substantial risks and rewards associated with ownership of the goods
to the buyer;
(b) the company retains neither continuing managerial involvement to the degree usually associated with
ownership nor effective control over the goods sold.
(c) the amount of revenue can be measured reliably.
(d) it is probable that the economic benefits associated with the transaction will flow to the company
(e) the costs already incurred or still to be incurred relating to the transaction can be measured reliably.

Rendering of services
If the result of a transaction involving the rendering of services can be measured reliably, the revenue as-
sociated with those services has to be recognized in direct proportion to the services rendered at the balance
sheet date.

Interest income from loans and export finance


Interest is recognized in accordance with the effective interest method (IAS39)

Dividends
Dividends are recognized when the shareholders’ right to receive the payment is established.

Income taxes

The tax expense of the period represents the sum of the current tax expense and deferred tax expense. The
current tax expense is based on the taxable profit of the financial year. Taxable profit differs from the net
profit as stated in the income statement because it excludes income or expenditure that is taxable or deduct-
ible in other years, and it further excludes components which are never taxable or deductible. The current
tax of the Picanol Group is calculated using tax rates enacted or substantively enacted at the balance sheet
77
date.

Deferred taxes are taxes payable or recoverable on the differences between the carrying amount of assets
and liabilities in the financial statements and the corresponding tax bases used in the calculation of taxable
profit, and these are recognized on the basis of the balance sheet liability method.

Deferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax
assets are recognized to the extent that it is probable that taxable profits will be available against which
deductible temporary differences can be utilized. Such assets and liabilities are not recognized when the
temporary differences originate from goodwill (or negative goodwill) or from the initial recognition of an
asset or of a liability in a transaction that is not a business combination, and which at the time of the transac-
tion, affects neither the accounting profit not the taxable profit or loss (taxable loss).
Deferred tax liabilities are recognized for taxable temporary differences arising on investments in subsidiar-
ies, interests in joint ventures and associated companies, except when the Picanol Group is able to control
the reversal of the temporary difference and when it is probable that the temporary difference will not
reverse in the foreseeable future.

The carrying amount of the deferred tax assets is reviewed at each balance sheet and reduced to the extent
that is no longer probable that sufficient taxable profit will be available to allow all or part of the tax assets
to be recovered.

Deferred taxes are calculated at the tax rates which will probably be applied to the period in which the li-
ability is settled or the assets are realized. Deferred taxation will be debited or credited in the income state-
ment, except if it relates to components which are directly debited or credited in shareholders’ equity, in
which case the deferred taxes will also be recognized in shareholders’ equity.

Deferred tax assets and liabilities are recognized if they relate to income tax levied by the same tax author-
ity and if the group has the intention to settle its current tax assets and liabilities on a net basis.

III.2. CHANGES IN ACCOUNTING PRINCIPLES


APPLIED

There were no changes in accounting principles applied in financial year 2006 in comparison with financial
year 2005.

III.3. CHANGES IN SCOPE OF CONSOLIDATION

The Picanol Group consolidation scope was modified in 2006 as a result of the settlement of the companies
Picanol Overseas and the Swedish joint-venture Psi-Control. The settlement of these companies was initi-
ated and completed in 2006. Formerly, the company Picanol Overseas was integrally entered in the consoli-
dation of the Picanol Group, whereas the company Psi-Control was consolidated proportionally.

The companies Amtech and Picanol Korea were sold in 2006. Picanol Korea was before integrally entered
in the consolidation, whereas Amtech was consolidated proportionally.

During the financial year 2005, the above mentioned companies had a contribution of the consolidated
net assets of -0.38 million euros, in the consolidated total assets of 1.94 million euro, in the consolidated
turnover for an amount of 1.89 million euros and an impact on the consolidated net result of -0.23 million
euros. On the contrary, these companies contribute in 2006 in the consolidated net assets for an amount of
0.10 million euros, in the consolidated total assets of 0.11 million euros, in the consolidated turnover for an
amount of 0.26 million euros and in the net-result of -0.74 million euros.
On the other hand, the consolidation scope changed because of the establishment of the Romanian company
PsiControl Mechatronics Romania Srl and the Chinese company Picanol (Suzhou) Trading Co. Ltd in 2006,
both a 100% participation.
The companies Picanol (Suzhou) Textile Machinery and Picanol Tex-Machinery Systems merged in 2006
into the company Picanol SIP (Suzhou Industrial Park) Textile Machinery, where these companies each
represent a 100% participation. These new companies have no impact on the consolidated financial state-
ments of 2006.

PI CAN OL GR OU P A N N U A L R E P ORT 2006 I FIN AN C I A L S TATE M E N T S 2 0 0 6


Finally , the settlement of BCN Laminados was initiated, which had no influence in 2006 on the scope of
consolidation.

III.4. SEGMENT INFORMATION

I I I . 4 . 1 . B u sin es s s e g men ts

The group consists of two main divisions – OEM Business and Weaving Machines – and the Head Office.
Please refer to the first section of this annual report for more details concerning these divisions, which
form the primary segments of the group. Sales between segments take place in accordance with the general
market conditions.

Segment information about these divisions is presented below.

79
For the year ending 2006

OEM Business

Consolidated
Eliminations
Corporate
Machines
Weaving
PICANOL GROUP (in ‘000 euros)

External sales 76,383 333,877 410,260


Inter-segment sales 88,037 891 -88,928 0
TOTAL SALES 164,421 334,767 -88,928 410,260

Segment profit or loss 1,747 30,039 -21,942 9,845


OPERATING PROFIT 9,845

Financial result -1,042

PROFIT OR LOSS BEFORE TAXES 8,803

Income taxes -3,236

PROFIT OR LOSS AFTER TAXES 5,568

Share of Minority Interests -1

SHARE OF THE GROUP 5,569


For the year ending 2005

OEM Business

Consolidated
Eliminations
Corporate
Machines
Weaving
PICANOL GROUP (in ‘000 euros)

PIC ANO L G ROU P A N N U A L R E P ORT 2006 I FIN AN C I A L S TATE M E N T S 2 0 0 6


External sales 67,732 328,570 396,302
Inter-segment sales 63,891 -623 -63,268 0
TOTAL SALES 131,623 327,947 -63,268 396,302

Segment profit or loss -1,952 18,765 -19,147 -2,334


OPERATING PROFIT -2,334

Financial result -806

PROFIT OR LOSS BEFORE TAXES -3,140

Income taxes -1,577

PROFIT OR LOSS AFTER TAXES -4,717

Share of Minority interests -1

SHARE OF THE GROUP -4,716

The increase of the total group operating profit was caused, on the one hand, by an increase of the operating
profit of the OEM Business segment (3.7 million euros), and by an increase of the operating profit of the
segment Weaving Machines (11.3 million euros). On the other hand, the operating result of corporate has
decreased by 2.8 million euros.

The increase in the segment profit within OEM Business is mainly caused by an increase in the profit of
Manufacturing, which during 2005 had to deal with productivity problems.
81

The increase in the segment profit within Weaving Machines is mainly caused by, on the one hand, an in-
crease in realizable margins through the effect of a product mix and, on the other hand, through efficiency
improvements within the assembly department.

The increase in the segment loss of corporate is mainly caused by non-allocated other company costs in
2006 for an amount of 0.7 million euros against non-allocated other company costs in 2005 for 2.2 million
euros.
O t h e r in fo rma tio n

For the year ending 2006

OEM Weaving Consoli-


PICANOL GROUP (in ‘000 euros) Business Machines Corporate dated

Depreciation and amortization 7,808 2,877 3,427 14,112

Impairment losses
recognized in profit or loss 428 597 0 1,025

EBITDA 10,387 34,206 -18,395 26,199

Acquisitions 2,498 5,402 3,102 11,002

Restructuring 0 0 0 0

For the year ending 2005

OEM Weaving Consoli-


PICANOL GROUP (in ‘000 euros) Business Machines Corporate dated

Depreciation and amortization 4,984 8,094 2,578 15,656

Impairment losses
recognized in profit or loss 0 0 0 0

EBITDA 3,394 28,413 -17,403 14,404

Acquisitions 4,054 7,300 1,634 12,988

Restructuring 0 0 0 0
B a l a n ce s h ee t

For the year ending 2006

OEM Weaving Consoli-


PICANOL GROUP (in ‘000 euros) Business Machines Eliminaties dated

Segment assets 87,093 147,369 -25,061 209,401

PIC ANO L G ROU P A N N U A L R E P ORT 2006 I FIN AN C I A L S TATE M E N T S 2 0 0 6


Non-allocated assets 46,460

TOTAL CONSOLIDATED ASSETS 255,860

Segment liabilities 45,338 69,375 -25,061 89,653


Non-allocated liabilities 166,207

TOTAL CONSOLIDATED LIABILITIES 255,860

For the year ending 2005

OEM Weaving Consoli-


PICANOL GROUP (in ‘000 euros) Business Machines Eliminaties dated

Segment assets (*) 92,060 172,098 -30,775 233,383


Non-allocated assets 51,322

TOTAL CONSOLIDATED ASSETS 284,706

Segment liabilities (*) 47,052 91,206 -30,775 107,482


Non-allocated liabilities 177,224

TOTAL CONSOLIDATED LIABILITIES 284,706

(*) The segment assets and segment liabilities of OEM Business and Weaving Machines in 2005 were adjusted in
83
order to make a comparison with 2006 possible.
Non-recurrent elements per segment

OEM Weaving Consoli–


PICANOL GROUP (in ‘000 euros) Business Machines Corporate dated

2006
Impairment -428 -597 0 -1,025
Restructuring costs 0 0 0 0
Other 155 2,430 -729 1,856

TOTAL -273 1,833 -729 831

2005
Impairment 0 0 0 0
Restructuring costs 0 0 0 0
Other 55 -175 2,201 2,082

TOTAL 55 -175 2,201 2,082

The non-recurrent elements are discussed in detail in Par. III.5.1. “other operating income” and III.5.2. “other
operating expenses”.

I I I . 4 . 2 . G eo g ra p h ic a l s e g m ent s

The group’s activities can mainly be divided between, on the one hand, Europe, America & Africa, and Far
& Middle East on the other hand.
The table below provides an analysis of the sales and fixed assets of the Picanol Group according to the
geographical market.

Sales

PICANOL GROUP (in ‘000 euros) 2006 2005

Europe, America and Africa 158,393 144,825


Far & Middle East 251,867 251,477

TOTAL 410,260 396,302


Intangible assets – tangible fixed assets

PICANOL GROUP (in ‘000 euros) Net book value Acquisitions


2006 2005 2006 2005

Europe, America and Africa 63,191 71,636 7,717 11,447


Far & Middle East 4,686 2,459 3,285 1,541

PIC ANO L G ROU P A N N U A L R E P ORT 2006 I FIN AN C I A L S TATE M E N T S 2 0 0 6


TOTAL 67,877 74,095 11,002 12,988

III.5 INCOME STATEMENT

I I I . 5 . 1 . O th er o p e ra tin g income

PICANOL GROUP (in ‘000 euros) 2006 2005

Reversal of impairment losses 0 0


Other 3,697 2,082

TOTAL 3,697 2,082

The other operating income of 2006 primarily comprises revenue resulting from capital gain realized on the
sale of the building of the Chinese subsidiary PST (2.2 million euros), a surplus value realized on the sale
of the building of PsiControl Mechatronics (0.3 million euros) and received repayments within Picanol NV
(0.2 million euros).

The other operating income of 2005 primarily comprises revenue from repayments of the former president
& CEO and some members of the Board of Directors (1.7 million euros) and reversing of restructuring
provisions (0.4 million euros)

Overview of other operating income of sold or settled companies:

85
(in ‘000 euros) 2006
Amtech -138
Picanol Korea 138
PSI-Control -54
I I I . 5 . 2 . O th er o p e ra tin g expenses

PICANOL GROUP (in ‘000 euros) 2006 2005

Addition of impairment losses 1,025 0


Restructuring costs 92 0
Other 1,749 0

TOTAL 2,866 0

Impairment

Based on assumptions made regarding impairment, the Board of Directors has studied and evaluated the
carrying amount (i) intangible assets, (ii) the goodwill and (iii) the tangible fixed assets. Except for BCN
Laminados (cf. infra) the Board of Directors has evaluated that no additional impairment losses should be
recognized.

In 2006 an impairment loss was recognized on the remaining consolidation goodwill of the company BCN
Laminados (0.4 million euros), because the settlement of this company was initiated in 2006.
In addition, an impairment was recognized on a license acquired for the development of a new machine
platform (0.5 million euros) and capitalized development costs regarding this platform (0.06 million euros).
The development of this machine was stopped during 2006.

Other

The other operating expenses of 2006 primarily comprise payments made by Picanol NV to minority share-
holders according to the settlement agreements of March 2006 (1.2 million euros).

I I I . 5 . 3 . O p e ra tin g res u lt

PICANOL GROUP (in ‘000 euros) 2006 2005

Sales 410,260 396,302


Purchases and changes in inventories -212,032 -205,325
Amortization, depreciation and impairment -14,112 -15,656
Amounts written off on inventories & receivables -704 -717
Other goods and services -75,908 -80,928
Personnel costs -98,757 -97,727
Provisions 267 -365
Other operating income 3,697 2,082
Other operating expenses -2,866 0

TOTAL OPERATING RESULT 9,845 -2,334


The evolution of purchases and changes in inventories followed the evolution of the turnover in 2006 in
comparison to 2005. The turnover increased by 3.5% compared to 2005, whereas the purchases and com-
modities increased by 3.3%. This sales increase in relation to cost of materials partly explains the increase
in gross margin experienced by the Picanol Group in 2006.

The total decrease of 5.0 million euros in other goods and services and in personnel costs is mainly resulting
from major savings in overhead costs in 2006. These are partly compensated by an increase in personnel

PIC ANO L G ROU P A N N U A L R E P ORT 2006 I FIN AN C I A L S TATE M E N T S 2 0 0 6


costs compared to 2005 by 1.0 million euro.

I I I . 5 . 4 . F in an cia l re s u lt

PICANOL GROUP (in ‘000 euros) 2006 2005

Interest on export finance -1,544 -1,642


Interest on other loans -859 -1,409
Interest on financial leases -768 -765
Total borrowing costs -3,171 -3,817
Interest income from bank deposits 589 379
Interest income from financial receivables 1,963 2,269
Total interest income on financial receivables and cash 2,552 2,647
Interest income/(charges) -619 -1,169
Exchange rates differences 292 1,423
Profit or loss on financial instruments 237 0
Other financial income 528 1,423
Exchange rate differences -951 -692
Loss on revaluation of financial instruments 0 -368
Other financial expenses -951 -1,060

FINANCIAL RESULT -1,041 -807

In 2006, the consolidated interest expenses decreased by 0.6 million euros compared to 2005, primarily the
result of a substantial repayment of loans in Picanol NV during 2006.
87

The negative evolution of the exchange rate of the USD and RMB against the EUR in 2006 resulted in a
decrease of the other financial result by 0.8 million euros in relation to 2005.

The unrealized profit on financial instruments relates to foreign currency hedges in the form of forward
contracts within Picanol NV. These primarily relate to forward sales contracts, whereby USD and the JPY,
to a lesser degree, are sold forward. The forward contracts, for which there is no underlying balance sheet
position, are treated as cash flow hedges. These positions are recognized in view of orders placed but not
yet invoiced.
I I I . 5 . 5 . In c o me tax e s

I N C O M E TA X E X P E N S E

Recognized in the income statement

PICANOL GROUP (in ‘000 euros) 2006 2005

Current tax
TOTAL -1,828 -5,584

Deferred tax:
(Under)/ over provided in previous year 0 -220
Recognition and reversal of temporary differences 1,208 1,326
Utilization of previous years’ losses -2,790 -263
Deferred tax on current year’s losses 174 3,164
TOTAL -1,409 4,007

TOTAL INCOME TAXES -3,236 -1,577

Effective tax rate reconciliation

PICANOL GROUP (in ‘000 euros) 2006 % 2005 %

Profit before tax and before income from associates 8,803 -3,140
Tax at the applicable tax rate of 33.99% -2,992 33.99% 1,067 33.99%
Tax effects of non-deductible expenses
Non-deductible depreciation on goodwill and intangible
assets -146 1.66% 0 0.00%
Non-tax-deductible expenses -1,435 16.30% -2,149 -68.44%
Other 50 -0.57% -78 -2.48%
Tax effects of tax-exempt revenues
Non-taxable dividends received from non-consolidated
entities 0 0.00% 0 0.00%
Non-taxable financial and other income 0 0.00% 0 0.00%
Other 771 -8.75% -297 -9.46%
Deferred tax effect resulting from a change in tax rates -153 1.74% -11 -0.36%
Tax effects of corrections to deferred and current tax,
concerning previous periods 359 -4.08% -335 -10.67%
Effects of different tax rates of group entities in other
jurisdictions 499 -5.67% 122 3.87%
Tax effect of utilization of tax losses not previously
recognized 0 0.00% 160 5.08%
Valuation allowance on deferred tax assets -190 2.16% -55 -1.75%
Tax expense and effective tax rate for the period -3,236 36.76% -1,577 -50.22%
Deferred tax income/ (expenses) recognized directly in shareholders’equity

PICANOL GROUP (in ‘000 euros) 2006 2005


On effective portion of changes in fair value per 01/01/2005 0 0
TOTAL 0 0

PIC ANO L G ROU P A N N U A L R E P ORT 2006 I FIN AN C I A L S TATE M E N T S 2 0 0 6


D E F E R R E D TA X

Recognized deferred tax

PICANOL GROUP (in ‘000 euros) 31/12/2006 31/12/2005


Deferred Deferred Deferred Deferred
tax assets tax liabilities tax assets tax liabilities

Intangible assets 0 -1,512 56 -1,516


Tangible fixed assets 133 -7,781 275 -9,118
Inventories 587 -810 580 -576
Other assets 82 -68 0 -32
Employee benefits 678 0 799 -4
Other provisions 1,080 0 454 0
Other liabilities 236 -265 197 -90
Tax losses carry-forward/tax credits 1,655 0 4,266 0
Other adjustments 0 -314 13 -69
TOTAL 4,451 -10,750 6,640 -11,405

Valuation allowance 0 0 -19 0


Set-off (*) -1,677 1,677 -3,821 3,821
TOTAL (As stated in the balance sheet) 2,774 -9,073 2,800 -7,584

(*) In accordance with IAS 12 (Income Tax), deferred tax assets and deferred tax liabilities should, under certain
conditions, be offset against each other.

The deferred tax adjustment as per 31/12/2006 in relation to the end of 2005 is primarily due to :
• A realized tax profit of Picanol NV in 2006, resulting in the total reversal of the deferred tax for an amount
of 1.81 million euros. These deferred tax assets were originally recognized per 31/12/2005 as the result of
89
the tax loss of Picanol NV in 2005.
• Realized tax profits of mainly Proferro NV and Verbrugge NV in 2006, resulting in the reversal of the
deferred tax assets in 2006 for a total amount of 0.98 million euro.

The Picanol Group no longer holds joint ventures in 2006, compared to 2005 where they had an impact of
0.01 million euros on the consolidated deferred tax assets.
Non-recognized tax loss carry-forward, classified by due date:

PICANOL GROUP (in ‘000 euros) 2006 2005

Within 1 year 0 0
Within 2 years 0 0
Within 3 years 0 0
Within 4 years 0 0
Within 5 years or more 246 0
Without time limit 1,168 612

Deferred tax assets with valuation allowance, relate to the following elements as at closing date financial
year 2006:

Non-
Total Recognized recognized
Gross deferred tax deferred tax deferred tax
PICANOL GROUP (in ‘000 euros) amount assets assets assets

Tax loss carry-forward 1,414 481 0 481


Inventories 0 0 0 0
Other temporary differences 0 0 0 0
TOTAL 1,414 481 0 481

Deferred tax liabilities not recognized by the group and relating to the following elements as at 31 december
2006:

No liabilities or assets were recognized for temporary differences relating to undistributed earnings of sub-
sidiaries and joint ventures because the group is in control of the reversal of the temporary differences and
it is probable that such differences will not reverse in the foreseeable future.

I I I . 5 . 6 . D iv id en d s

Amounts recognized as distribution to shareholders in the reporting period:

No dividend was distributed for the financial year 2005.

The Board of Directors will propose, at the Annual General Meeting of 18 April 2007, to distribute a gross
dividend of 0.32 euros per share for the financial year 2006.

The proposed dividend is to be approved by the shareholders at the Annual General Meeting and is not
incorporated as a liability in this annual report.
I I I . 5 . 7 . B a s ic e a rn in g s p er share

From continuing and discontinued operations


The calculation of the basic and diluted earnings per share is based on the following data:

PICANOL GROUP (in ‘000 euros) 2006 2005

PIC ANO L G ROU P A N N U A L R E P ORT 2006 I FIN AN C I A L S TATE M E N T S 2 0 0 6


Net profit or loss over the period 5,569 -4,716

Net profit or loss from continuing operations 5,569 -4,716

2006 2005

(number of shares)
Ordinary shares per 01/01 5,900,000 5,900,000
Ordinary shares per 31/12 5,900,000 5,900,000

Weighted average number of outstanding ordinary shares 5,900,000 5,900,000

2006 2005

(in euros)
Basic earnings per share 0.94 -0.80
Basic earnings per share from continuing operations 0.94 -0.80

I I I . 5 . 8 . D ilu te d ea rn in g s per share

The diluted earnings per share of the Picanol Group are equivalent to the basic earnings per share, both for
the financial year 2006 and 2005.
91

PICANOL GROUP (in ‘000 euros) 2006 2005

Profit or loss over the period 5,569 -4,716

Profit or loss attributable to the ordinary shareholders of the


company 5,569 -4,716

Weighted average number of outstanding ordinary 5,900,000 5,900,000

Weighted average number of shares for the diluted earnings


per share 5,900,000 5,900,000
(in ‘000 euros) 2006 2005

Diluted earnings per share 0.94 -0.80

Diluted earnings per share from continuing operations 0.94 -0.80

III.6. BALANCE SHEET

I I I . 6 . 1 . In tan g ib le a s s e ts

For the year ending 2006:


Concessions, Patents

Advance Payments
Construction and
Other Intangible
and Licenses

Assets under
Development

Goodwill

Assets
Costs

Total
PICANOL GROUP (in ‘000 euros)

At the end of the previous reporting period


Gross book value 4,360 16,670 0 0 0 21,030
Accumulated depreciation -627 -9,116 0 0 0 -9,743
Accumulated impairment 0 -429 0 0 0 -429
Net book value 3,733 7,125 0 0 0 10,858

Movements during the reporting period


Acquisitions 869 596 0 0 0 1,464
Expensed depreciation -553 -2,495 0 0 0 -3,048
Impairment -64 -533 0 0 0 -597
Sales and scrapped 0 -32 0 0 0 -32
Transfers 0 0 0 0 0 0
Exchange rate differences 0 -35 0 0 0 -35
At the end of the reporting period 252 -2,500 0 0 0 -2,248

Gross book value 5,229 16,042 0 0 0 21,271


Accumulated depreciation -1,180 -10,884 0 0 0 -12,063
Accumulated impairment -64 -533 0 0 0 -597
Net book value 3,985 4,625 0 0 0 8,610
The acquisitions of the total intangible fixed assets within the Picanol Group in 2006 are primarily a result
of on the one hand the further capitalization of the development costs within Picanol NV and the acquisition
of software, also within Picanol NV, on the other hand.

The acquisitions of 2006 comprise ‘internally generated intangible assets’ for an amount of 0.9 million eu-
ros. ‘Internally generated intangible assets’ comprises all the capitalized development costs within Picanol
NV.

PIC ANO L G ROU P A N N U A L R E P ORT 2006 I FIN AN C I A L S TATE M E N T S 2 0 0 6


The total net book value of the intangible assets at 31 December 2006 primarily consists of the following
components:
• Capitalized development costs of Picanol NV for a net book value of 4.0 million euros. These develop-
ment costs are depreciated over a period of 5 years.
• Know-how acquired with the acquisition of Te Strake Textile amounting to a net book value of 0.9 million
euros. This know-how has a residual period of one year.
• Capitalized software within Picanol NV, including a capitalized ERP package, amounting to a total net
book value of 3.2 million euros at 31 December 2006. This ERP package was primarily capitalized during
the financial year 2005 and 2006 and is depreciated over a period of five years.

The total effect of the development costs recognized in the 2006 income statement amounts to net 0.3 mil-
lion euros.

Impairment loss, recorded in the IFRS opening balance sheet on the total net book value of the right of
the company PST in China to use the ground, was reversed in 2006 for an amount of 0.43 million euros,
because the PST building on this ground was sold by this company in 2006.

An impairment loss was recorded for a license, originally bought by Picanol NV for use on a machine of
which the development was stopped definitively in 2006. This impairment loss amounts to 0.5 million
euros. In addition, an impairment loss is recorded for the capitalized development costs for this machinery
platform for an amount of 0.06 million euros.

The depreciation of the intangible fixed assets is recognized under the depreciation heading, partly as a
component of the cost of sales, and partly under the general and administrative costs, whereas the impair-
ment losses are recognized in the other operating income/expenses.

93
As per 31 December 2006, the intangible assets consisted of a pledge on a trade fund within Verbrugge NV
for an amount of 2 million euros. At the end of 2006, the intangible assets did not comprise any contractual
commitments.
For the year ending 2005:

Concessions, Patents

Advance Payments
Construction and
Other Intangible
and Licenses

Assets under
Development

Goodwill

Assets
Costs

Total
PICANOL GROUP (in ‘000 euros)

At the end of the previous reporting period


Gross book value 3,283 18,999 0 0 0 22,282
Accumulated depreciation -84 -8,254 0 0 0 -8,338
Accumulated impairment 0 -429 0 0 0 -429
Net book value 3,199 10,316 0 0 0 13,515

Movements during the reporting period


Acquisitions 1,077 1,542 0 0 0 2,619
Expensed depreciation -543 -2,902 0 0 0 -3,445
Impairment 0 0 0 0 0 0
Sales and scrapped 0 -1,864 0 0 0 -1,864
Transfers 0 0 0 0 0 0
Exchange rate differences 0 33 0 0 0 33
At the end of the reporting period 534 -3,191 0 0 0 -2,657

Gross book value 4,360 16,670 0 0 0 21,030


Accumulated depreciation -627 -9,116 0 0 0 -9,743
Accumulated impairment 0 -429 0 0 0 -429
Net book value 3,733 7,125 0 0 0 10,858

Intangible assets which comply with the recognition criteria of IAS 38 – Intangible assets are recognized
to the extent that future economic benefits are probable. If the realizable value of the intangible assets (i.e.
the higher of its fair value less the costs to sell and the present value of the future cash flows expected from
the continuing use of these assets and their disposal) is less than the carrying amount, then an impairment
loss will be recognized in accordance with IAS 36 – Impairment of assets.

The realizable value of a cash generating unit is equivalent to the highest fair value less the sales costs and
the operating value of the asset or cash generating unit, whereby the fair value is equal to the amount that
can be achieved from its sale at arm’s length, and for which the operating value is equal to the discounted
value of the estimated future cash flows which are expected to flow from the asset or cash generating unit.
I I I . 6 . 2 . G o o d will

PICANOL GROUP (in ‘000 euros) 2006 2005

At the end of the previous reporting period


Net book value 1,920 1,920

Movements during the reporting period

PIC ANO L G ROU P A N N U A L R E P ORT 2006 I FIN AN C I A L S TATE M E N T S 2 0 0 6


Acquisitions and changes to the consolidation scope 0 0
Impairment -428 0
Disposals and scrapped 0 0
Mergers and assets deals 0 0
Exchange rate differences 0 0
At the end of the reporting period -428 0

Net book value 1,492 1,920

The impairment loss recorded on the goodwill during the financial year 2006 is the result of the initiation of
the liquidation of the group company BCN Laminados, resulting in a depreciation of the remaining good-
will consolidation on this partnership of 0.43 million euros.

The carrying amount of goodwill acquired in a business combination must be allocated on a reasonable
and consistent basis to each cash generating unit or smallest group of cash generating units in accordance
with IAS 36.

The realizable value of a cash generating unit is defined on the basis of the operating value. To calculate the
operating value, cash flow prognoses are used which are based on financial budgets and projections over a
period of eight years. These projections comprise extrapolations based on the most justifiable percentage of
growth which must not exceed the average percentage of long-term growth for the sector in which the cash
generating unit is active, which in real terms is between 2 and 5%.

The management bases its assumptions on past performances and on its forecasts for future years. The dis-
count rate applied is based on the market interest rate (3.7% over a period of 5 years), and takes into account
a risk factor, which varies between 1.5% and 6% depending on the country.
95
I I I . 6 . 3 . Tan g ib le fixe d as s et s

For the year ending 2006:

Land and Buildings

Advance Payments
Construction and
Plant, Equipment
and Machinery

Other Tangible
Furniture and

Assets under
Fixed Assets
Vehicles

Total
PICANOL GROUP (in ‘000 euros)

At the end of the previous reporting period


Gross value 36,909 175,905 11,867 1,283 1,003 226,967
Accumulated depreciation -9,507 -145,216 -7,848 -239 0 -162,810
Accumulated impairment -863 -57 0 0 0 -920
Net book value 26,539 30,632 4,019 1,044 1,003 63,237

Movements during the reporting period


Changes in the consolidation scope 0 0 0 0 0 0
Acquisitions 4,800 3,328 705 22 683 9,538
Expensed depreciations -1,727 -7,962 -1,622 -84 0 -11,395
Impairment 0 0 0 0 0 0
Sales and scrapped -586 -647 -190 0 -49 -1,473
Transfers 612 563 -29 68 -1,214 0
Exchange rate differences -74 -322 -102 -87 -52 -637
3,024 -5,040 -1,238 -82 -632 -3,969

At the end of the reporting period


Gross value 39,760 177,308 11,014 1,236 371 229,689
Accumulated depreciation -10,197 -151,717 -8,233 -274 0 -170,421
Accumulated impairment 0 0 0 0 0 0
Net book value 29,563 25,590 2,781 962 371 59,267

The total acquisitions of tangible fixed assets amount to 9.5 million euros in comparison with 10.4 million
euros during the previous reporting period.

The acquisitions of 2006 comprise principally the construction of the new production plant for PsiControl
Mechatronics and Verbrugge for an amount of 2.1 million euros and the construction of the new building in
China for an amount of 2.7 million euros.

The sales and scrapped part of 2006 comprises principally the sale of the former production building of Psi-
Control Mechatronics with a net book value of 0.65 million euros and the sale of the tangible fixed assets of
the joint-venture Amtech with a net book value of 0.22 million euro.

The decrease in the total net book value of the tangible fixed assets is the result of a higher level of deprecia-
tion during the financial year in relation to the acquisitions.
The impairment loss, recorded in the IFRS opening balance on the total net book value of the former build-
ing of the partnership PST in China, was reversed in 2006 for 0.77 million euros because this building was
sold in 2006.

The impairment loss on machinery and equipment in the IFRS opening balance refers to the Chinese sub-
sidiary Amtech. This company was sold in 2006.

PIC ANO L G ROU P A N N U A L R E P ORT 2006 I FIN AN C I A L S TATE M E N T S 2 0 0 6


No additional impairment losses were recognized during the financial year 2006.

The tangible fixed assets do not comprise any ‘internally generated’ assets at 31 December 2006.

At 31 December 2006, the tangible fixed assets comprise the pledge for 99% of the shares of Millentex NV
to the value of a loan of 2.6 million euros in USD.

At the end of 2006, the tangible fixed assets do not comprise any contractual commitments.

For the year ending 2006:


Land and Buildings

Advance Payments
Construction and
Plant, Equipment
and Machinery

Other Tangible
Furniture and

Assets under
Fixed Assets
Vehicles

Total
PICANOL GROUP (in ‘000 euros)

At the end of the previous reporting period


Gross value 36,927 167,428 10,918 583 455 216,311
Accumulated depreciation -7,931 -136,699 -6,524 -67 0 -151,221
Accumulated impairment -863 -57 0 0 0 -920
Net book value 28,133 30,672 4,394 516 455 64,170

Movements during the reporting period


Changes in the consolidation scope 0 0 0 0 0 0
Acquisitions 134 7,645 867 250 1,473 10,369 97
Expensed depreciations -1,617 -8,892 -1,679 -145 0 -12,333
Impairment 0 0 0 0 0 0
Sales and scrapped -1 118 -42 0 0 75
Transfers -128 520 300 331 -1,023 0
Exchange rate differences 18 569 179 92 98 956
-1,594 -40 -375 528 548 -933

At the end of the reporting period


Gross value 36,909 175,905 11,867 1,283 1,003 226,967
Accumulated depreciation -9,507 -145,216 -7,848 -239 0 -162,810
Accumulated impairment -863 -57 0 0 0 -920
Net book value 26,539 30,632 4,019 1,044 1,003 63,237
For the measurement of tangible assets, the principles relating to impairment of assets of IAS 36 and to use-
ful life of significant components of assets of IAS 16 apply. For certain assets, such as land and buildings,
the fair value is used as the deferred cost (IFRS 1).

The reassessment of the useful life of certain asset components is based upon an industrial survey con-
firmed by the economic reality and the experience of peers reporting under IFRS.

The valuation of tangible fixed assets in accordance with the principles of IAS 36 is carried out by the same
method as that for the intangible fixed assets (III.6.1.).

I I I . 6 . 4 . A s s e ts u n d er fin a ncial lease

PICANOL GROUP (in ‘000 euros) 31/12/2006 31/12/2005

Land and buildings - Gross value 9,858 9,858


Land and buildings - Depreciation -2,136 -1,643
Land and buildings - Total 7,722 8,215

Plant, equipment and machinery - Gross value 6,595 6,655


Plant, equipment and machinery - Depreciation -957 -708
Plant, equipment and machinery - Total 5,639 5,947

Furniture and vehicles - Gross value 2,613 2,613


Furniture and vehicles - Depreciation -1,723 -983
Furniture and vehicles - Total 890 1,630

Intangible assets - Gross value 177 177


Intangible assets - Depreciation -74 -38
Intangible assets - Total 104 139

Total assets under financial lease 14,355 15,931

The assets under finance lease included in ‘land and buildings’ mainly consist of the finance lease of the
administration building of Picanol NV.

The assets under financial lease placed in ‘Plant, equipment and machinery’ include primarily the produc-
tion line of Proferro NV and an automation line of Verbrugge NV.

Furniture and vehicles comprise principally hardware of Picanol NV under finance lease.

No considerable financial lease-contracts were recorded during the financial year 2006.
I I I . 6 . 5 . S u b sid iarie s , jo in t vent ures and associat ed companies

2006 Shareholding %
2006 2005

1. FULLY CONSOLIDATED ENTITIES

Belgium
Proferro NV Ter Waarde 50 , 8900 Ieper 99.99% 99.99%

PIC ANO L G ROU P A N N U A L R E P ORT 2006 I FIN AN C I A L S TATE M E N T S 2 0 0 6


PsiControl Mechatronics NV Rozendaalstraat 53 , 8900 Ieper 100.00% 100.00%
Verbrugge NV Ter Waarde 50 , 8900 Ieper 100.00% 100.00%
Millentex NV Ter Waarde 50 , 8900 Ieper 100.00% 100.00%
Melotte NV Industrieweg 2019 , 3520 Zonhoven 100.00% 100.00%
Gereedschapsmakerij Melotte NV Industrieweg 2019 , 3520 Zonhoven 100.00% 100.00%
France
Burckle et Cie SAS Rue de Bourbach-le-haut 9 , 68290 Bourbach-Le-Bas 100.00% 100.00%
Etablissements Lhenry SAS Zone Industrielle Le Temple , 42640 St Romain La Motte 100.00% 100.00%
Netherlands
Te Strake Textile BV Dr. H. Van Doorneweg 26 , 5753 PM Deurne 100.00% 100.00%
Germany
Günne Webmaschinenfabrik GmbH & CO, KG Möhnestrasse 2 , 59519 Möhnesee-Günne 100.00% 100.00%
Günne Webmaschinenfabrik GmbH Möhnestrasse 2 , 59519 Möhnesee-Günne 100.00% 100.00%
Spain
BCN Laminados SL Apartado de Correos no. 35 , 08430 La Roca del Vallés 100.00% 100.00%
Italy
GTP Milano Srl Via Archimede 31 , 20041 Agrate Brianza (Milano) 100.00% 100.00%
Turkey
GTP Istanbul Merkez Mah., Yildirim Bayazid Cad. 179/2 99.75% 99.75%
34197 Yenibosna - Istanbul
Romania
PsiControl Mechatronics Srl Campului Street 1, 505400 Rasnov, Brasov county 100.00% 0.00%
People’s Republic of China
Picanol (Suzhou Ind. Park) Textile Machinery Co. Ltd Fengting Road/ Songzhuan Road, SIP, Suzhou 100.00% 100.00%
GTP Shanghai 30 A, Aidu Road, Waigaoqiao FTZ, Shanghai 100.00% 100.00%
Picanol (Suzhou) Trading Co. Ltd Fengting Avenue/ Songzhuan Road, SIP, Suzhou 100.00% 0.00%
South Korea
Picanol Korea Co. Ltd 1120-10 , Joongri-Dong , Seo-Gu , Daegu 0.00% 100.00%
Indonesia
PT GTP Bandung Jl. Moh. Toha KM 5.3 , 56 40261 Bandung 99.00% 99.00%
Singapore
Picanol Overseas PTE Ltd Raffles Place 20 17-00 , 048620 Singapore 0.00% 100.00%
USA
GTP Greenville Inc 1801 Rutherford Road , Greenville S.C. 29609 100.00% 100.00%
Mexico
GTP Mexico SA de CV Avena No 475 Col. Granjas Mexico , 08400 Mexico D.F. 99.99% 99.99%
99
Brazil
GTP São Paulo Rua do Tecelão 310 , 13478-721 Americana SP 100.00% 99.99%

2. PROPORTIONALLY CONSOLIDATED ENTITIES

Sweden
PSI-Control AB Ostergradsgatan 12 , 43153 Moelndal 0.00% 50.00%
People’s Republic of China
Amtech Precision Machinery (Suzhou) CO LTD Youxin Lu 18 , 215007 Suzhou , Jiangsu Province 0.00% 50.00%

3. NON-CONSOLIDATED ENTITIES

Belgium
Symatex CVBA A. Reyerslaan 80 , 1030 Brussel 34.00% 34.00%
Bedrijvencentrum Westhoek Industrielaan , 8900 Ieper 12.82% 12.82%
I I I . 6 . 6 . O th er fin a n cia l in vest ment s

PICANOL GROUP (in ‘000 euros) 2006 2005


Fair value at the end of the previous reporting period 103 103
Movements during the reporting period
Changes in the consolidation scope 0 0
Acquisitions 0 0
Sales and disposals 0 0
Reductions in fair value 0 0
Exchange rate differences 0 0
Fair value at the end of the reporting period 103 103

This heading contains all the non-consolidated investments, which are also non-listed entities. The fair
value equals the historical cost corrected for durable impairment losses.

No movements took place in the other financial investments during the financial years 2006 and 2005.

I I I . 6 . 7 . N o n -cu rren t re c e ivables

31/12/2006 31/12/2005
Interest- Interest- Interest- Interest-
Bearing Bearing Bearing Bearing
PICANOL GROUP Trading Guaran- other Trading Guaran- other
(in ‘000 euros) Receivables tees Receivables Receivables tees Receivables
At the end of the previous reporting period
Gross value 35,835 305 3,577 48,440 319 3,577
Accumulated amounts
written off 0 0 0 0 0 0
Net book value 35,835 305 3,577 48,440 319 3,577
Movements during the reporting period
Changes in the
consolidation scope 0 0 0 0 0 0
Acquisitions 5,747 50 0 10,546 0 0
Discount effect 0 0 0 0 0 0
Reimbursement 0 -56 0 0 -14 0
Write-off 0 0 0 0 0 0
Write-back 0 0 0 0 0 0
Transfers -19,678 0 -3,577 -22,675 0 0
Exchange rate
differences 27 0 0 -476 0 0
Other 0 0 0 0 0 0
At the end of the reporting period
Gross value 21,931 299 0 35,835 305 3,577
Accumulated amounts
written off 0 0 0 0
Net book value 21,931 299 0 35,835 305 3,577
The interest-bearing trade receivables consist fully of the export financing recognized by Picanol NV. The
fair value of this export financing approaches the net book value, due to the fact that these receivables are
insured and are also interest-bearing at a market interest rate. These long-term receivables primarily con-
cern the following countries: Turkey, Brazil, Mexico, Poland and Egypt.

In 2005, the acquisitions of interest-bearing other receivables consisted of a long-term receivable on the
former President & CEO for an amount of 3.58 million euros. This amount falls due in October 2007. As a

PIC ANO L G ROU P A N N U A L R E P ORT 2006 I FIN AN C I A L S TATE M E N T S 2 0 0 6


consequence this was transferred from the long-term to the short-term receivables in 2006.

I I I . 6 . 8 . In v e n to ries

PICANOL GROUP (in ‘000 euros) 31/12/2006 31/12/2005

Raw materials and auxiliaries Gross value 45,383 44,323


Raw materials and auxiliaries Amounts written off -12,892 -12,161
Raw materials and auxiliaries 32,491 32,162

Goods in progress Gross value 15,773 17,439


Goods in progress Amounts written off -657 -2,097
Goods in progress 15,117 15,342

Finished goods Gross value 15,538 10,943


Finished goods Amounts written off -2,187 -641
Finished goods 13,352 10,302

Trade goods Gross value 0 0


Trade goods Amounts written off 0 0
Trade goods 0 0

Down payments Gross value 220 214


Down payments Amounts written off 0 0
Down payments 220 214

Contracts in progress Gross value 0 0 101


Contracts in progress Amounts written off 0 0
Contracts in progress 0 0

Total inventories 61,178 58,020

The increase of the amount written off in the consolidated inventories by 3.2 million euros is mainly due to
an increase in the inventories of finished machines at 31 December 2006 in comparison with 2005 which is
the result of a timing difference.

The increase of inventories written off recognized in the income statement over 2006 amounts to 0.8 mil-
lion euros.

At 31 December 3006, the inventories are not subjected to any pledges as security for any liabilities.
At the end of 2006, the Picanol Group has no contractual commitments relating to existing inventories.
I I I . 6 . 9 . Tra d e re c e iv a b les and ot her receivables

Trade receivables at the balance sheet date consist of the amounts to be received from the sale of goods and
the supply of services to the value of 69.3 million euros (2005: 76.9 million euros).
An allowance has been created for irrecoverable amounts from the sale of goods to the value of 8.3 million
euros (2005: 7.5 million euros). This allowance has been determined on the basis of past experience with
respect to non-payment.
Other receivables, at the end of 2006, consist mainly of a receivable on the former President & CEO for 3.8
million euros which falls due in October 2007 and a VAT receivable of 3.5 million euros at Picanol NV.
In addition, the other receivables comprise a multitude of smaller amounts in the other group companies.
The other receivables at 31/12/2005 (13 million euros) consist mainly of a VAT receivable of 5.7 million
euros and 3.2 million euros of prepaid income taxes as a result of a special tax levy with regard to a stock
option plan.

Credit Risk

The main current financial assets of the group consist of cash and cash equivalents, trade receivables and
other receivables, and inventories, which represent the group’s maximum exposure to the credit risk associ-
ated with financial assets.

The group’s credit risk is primarily attributable to its trade receivables. The amounts presented in the bal-
ance sheet are not of allowances for doubtful debtors, estimated by the management of the group on the
basis of prior experience and their assessment of the current economic environment.

The credit risk on cash is limited, as the counterparties are banks, with high credit ratings assigned by in-
ternational credit-rating agencies.

I I I . 6 . 1 0. C as h an d c a s h equivalent s

Cash and cash equivalents comprise cash retained by the group and short-term bank deposits with an origi-
nal maternity of maximum 3 months. The carrying amount of these assets is approximately equivalent to
their fair value:

PICANOL GROUP (in ‘000 euros) 31/12/2006 31/12/2005

Short-term bank deposits – for maximum 3 months 0 0


Cash at bank and in hand 16,485 18,134

Total cash and cash equivalents 16,485 18,134


I I I . 6 . 11. S h are c a p ita l

PICANOL GROUP (in ‘000 euros) 31/12/2006 31/12/2005

Issued shares
5 900 000 ordinary shares without nominal value 7,400 7,400

Fully paid-up shares

PIC ANO L G ROU P A N N U A L R E P ORT 2006 I FIN AN C I A L S TATE M E N T S 2 0 0 6


5 900 000 ordinary shares without nominal value 7,400 7,400

I I I . 6 . 1 2. S h are p remiu m

PICANOL GROUP (in ‘000 euros)

Balance at 31 December 2004 1,332


Premium on the issue of shareholders’ equity in 2005 0
Expenses on the issue of shareholders’ equity in 2005 0
Balance at 31 December 2005 1,332
Premium on the issue of shareholders’ equity in 2006 0
Expenses on the issue of shareholders’ equity in 2006 0
Balance at 31 December 2006 1,332

I I I . 6 . 1 3. P e n sio n s a n d s imilar liabilit ies

PENSION PLANS

Various entities within the Picanol Group operate defined benefit plans and/or defined contribution plans.
The defined benefit plans which typically provide retirement benefits related to remuneration and service
are only included in Belgian entities. These plans are insured.

DEFINED CONTRIBUTION PLANS – PROVISIONS FOR DEFINED CONTRIBUTION


PLANS
103

The amounts contributed by the Picanol Group to the defined contribution plans:

PICANOL GROUP (in ‘000 euros) 2006 2005

Paid contributions 754 903

In 2005 and 2006, the premium payments only consist of recurrent amounts.
DEFINED BENEFIT PLANS – PROVISIONS FOR DEFINED BENEFIT PLANS

Reconciliation between the defined provision for employee benefits and net liability for defined benefit
plans:

PICANOL GROUP (in ‘000 euros) 2006

Balance
Provisions – employee benefits – long-term 6,485
Provisions – employee benefits – short-term 1,035

Defined provisions not restored according to IAS19 891

Net liability for defined benefit plans 6,629

The amounts recognized in the balance sheet in respect of the defined benefit plans:

PICANOL GROUP (in ‘000 euros) 2006 2005

Defined benefit obligations – funded plans 5,489 7,074


Fair value of plan assets -4,285 -5,359
Deficit for funded plans 1,204 1,715
Defined benefit obligations – unfunded plans 6,197 6,706
Unrecognized actuarial profits and losses -773 -1,081
Net liability at balance sheet date 6,629 7,340

Recorded in the balance sheet


Net liability at balance sheet date 6,629 7,340

The amounts recognized in the income statement in respect of the defined benefit plans:

PICANOL GROUP (in ‘000 euros) 2006 2005

Current service charges 255 333


Interest charges 519 513
Expected return on plan assets -213 -205
Amortization of the actuarial losses (profits) 494 619
Losses (profits) on liability reductions -1,057
Losses (profits) on liability settlements 748
Net periodic pension charge 746 1,260
The actual return on plan assets in the current period 233 133
Changes in the benefit obligations:

PICANOL GROUP (in ‘000 euros) 2006 2005

Benefit obligations at the beginning of the financial year 13,780 13,096


Current service charges 255 333
Interest charges 519 513
Contribution of the participators 55 49

PIC ANO L G ROU P A N N U A L R E P ORT 2006 I FIN AN C I A L S TATE M E N T S 2 0 0 6


Actuarial (losses)/profits 239 1,109
Paid benefit obligations -1,197 -1,309
Paid premiums -28 -11
Liability reductions of the plan -1,074 0
Liability liquidations of the plan -862 0
Benefit obligations at the end of the financial year 11,686 13,780

Changes in the fair value of plan assets:

PICANOL GROUP (in ‘000 euros) 2006 2005

Fair value of plan assets at the beginning of the financial year 5,359 4,934
Expected return on plan assets 213 224
Actuarial (profits)/losses on plan assets 20 -91
Employer contributions 1,456 1,563
Member contributions 55 49
Paid benefit obligations -1,197 -1,309
Paid premiums -28 -11
Liability liquidations of the plan -1,594 0
Fair value of plan assets at the end of the financial year 4,285 5,359

The main actuarial assumptions used at the balance sheet date (weighted averages):

PICANOL GROUP 31/12/2006 31/12/2005

Discount rate 4.50% 4.00%


105
Expected return on plan assets 4.50% 4.00%
Estimated rate of salary increases 2.88% - 7.03% 2.88% - 7.03%

Defined - benefit obligations

PICANOL GROUP (in ‘000 euros) 2006 2005

Defined – benefit obligations – funded plans 5,489 7,074


Fair value of plan assets 4,285 5,359
Deficit for funded plans 1,204 1,715
I I I . 6 . 1 4. P ro vis io n s

For the year ending 2006

Environmental Risks

Restructuring Costs
Product Warranties

Other Risks
Litigations

Total
PICANOL GROUP (in ‘000 euros)

At the end of the previous reporting period 2,608 1,321 93 996 106 5,125

Movements during the reporting period


Increases 2,747 80 92 120 79 3,117
Utilizations -2,152 0 -75 -400 -6 -2,633
Write-backs -252 0 0 -366 -45 -663
Transfers 0 0 0 0 0 0
Exchange rate differences 0 0 0 0 0 0

At the end of the reporting period 2,951 1,401 110 350 134 4,946

Non-current provisions 10 1,401 18 0 29 1,459


Current provisions 2,941 0 92 350 105 3,487
Total 2,951 1,401 110 350 134 4,946

The provisions for product warranties primarily relate to warranties associated with the sale of weaving
looms. The provisions are calculated on the basis of historical costs of product warranties linked to the sup-
ply of goods and services. This provision is recalculated annually on the basis of actual costs incurred in
the previous financial year.

The provision for environmental risks only covers pollution risks associated with land located in Belgium.

The change in the provision for litigations in 2006 comprises the provision created for the dissolution of
an agency contract and the reversal of a provision, that is no longer necessary, with reference to a patent
case.
For the year ending 2005

Environmental Risks

Restructuring Costs
Product Warranties

Other Risks
Litigations

Total

PIC ANO L G ROU P A N N U A L R E P ORT 2006 I FIN AN C I A L S TATE M E N T S 2 0 0 6


PICANOL GROUP (in ‘000 euros)

At the end of the previous reporting period 2,717 1,300 669 496 10 5,192

Movements during the reporting period


Increases 2,202 21 86 500 106 2,916
Utilizations -2,311 0 -236 0 -10 -2,557
Write-backs 0 0 -426 0 0 -426
Transfers 0 0 0 0 0 0
Exchange rate differences 0 0 0 0 0 0

At the end of the reporting period 2,608 1,321 93 996 106 5,125

Non-current provisions 239 1,321 19 496 0 2,075


Current provisions 2,369 0 74 500 106 3,050
Total 2,608 1,321 93 996 106 5,125

I I I . 6 . 1 5. In te re s t-b ea rin g borrowings

For the year ending 2006


Total long-term
Due after more
1 and 5 years
Due between

than 5 years
Due within
one year

PICANOL GROUP (in ‘000 euros) 107

Finance leases 2,091 5,261 6,378 11,640


Credit institutions 2,950 3,129 0 3,129
Export finance 18,123 18,661 0 18,661
Other loans 0 0 0 0
Total interest-bearing borrowings more than 1 year 23,163 27,051 6,378 33,430
Credit institutions 765
Total interest-bearing borrowings for maximum 1 year 765
Total short-term 23,928
For the year ending 2005

Total long-term
Due after more
1 and 5 years
Due between

than 5 years
Due within
one year
PICANOL GROUP (in ‘000 euros)

Finance leases 2,150 6,676 6,822 13,498


Credit institutions 4,385 6,625 6 6,631
Export finance 20,966 30,865 0 30,865

Total interest-bearing borrowings more than 1 year 27,501 44,166 6,828 50,994

Credit institutions 8,010

Total interest-bearing borrowings for maximum 1 year 8,010

Total short-term 35,511

The group’s interest-bearing loans amount to 57.4 million euros as compared with 86.5 million euros at the
end of 2005.

The decrease in the interest-bearing loans in relation to 2005 is mainly due to a decrease in export financing.
This was due to less new export finances being taken out, compared to export finances being reimbursed
during the financial year 2006. In addition, a considerable part of the interest-bearing loans due within one
year were not renewed in 2006 and were refunded to the credit institutions.

The export finances due after one year were entered into at a fixed rate. The outstanding balance entered
into was 89.5% in euros and 10.5% in USD. Their average remaining term at 31 December 2006 was 27
months for the loan in euros, and 23 months for the loan in USD.

The other interest-bearing loans due after one year are at a fixed rate. The interest rate charge of these loans
varies from 4.6% to 4.7% per annum in euros, and from 6.8 % per annum in USD. At 31 December 2006,
34.3% of the loans entered into were in euros and 65.7% in USD.

The majority of the interest-bearing borrowings of the group are entered into and managed centrally by
Picanol NV.

The finance debts comprise a loan of 3.7 million USD by GTP Greenville Inc., a 100% subsidiary of Pica-
nol NV. The loan is subjected to the next “debt covenants” on the level of GTP Greenville:

a). Senior funded debt to EBITDA ratio: not more than 3.25 to 1.00 till 31/12/2004 and decreasing after-
wards;
b). Tangible net worth: not less than 9,000,000 USD;
c). Capital expenditures: not more than 1,200,000 USD;
d). Cash flow coverage ratio: not less than 1 to 1 till 30/09/2004 and decreasing afterwards;
e). Limitation on debt: no further amounts payable;
f). Dividends and management fees: not more than 2,000,000 USD;

I I I . 6 . 1 6. Oth e r a mo u n ts p ayable

PIC ANO L G ROU P A N N U A L R E P ORT 2006 I FIN AN C I A L S TATE M E N T S 2 0 0 6


For the year ending 2006

PICANOL GROUP (in ‘000 euros) Due Due between


within the year 1 and 5 years Total

Customer deposits 0 0 0
Other amounts payable 0 0 0

Total other amounts payable 0 0 0

At the end of the financial year 2006 the Picanol Group had no other amounts payable.

I I I . 6 . 1 7. Ob lig a tio n s u n d er f inance lease


Present value of

Present value of
minimum lease

minimum lease
Minimum lease

Minimum lease
payments

payments

payments

payments

PICANOL GROUP (in ‘000 euros) 31/12/2006 31/12/2006 31/12/2005 31/12/2005

Lease payments due within the year 2,671 2,091 2,780 2,150
Between 1 and 5 years 6,889 5,261 8,515 6,676
After 5 years 8,147 6,378 8,915 6,822 109

Total lease payments 17,707 13,731 20,210 15,648


Future financial charges -3,976 0 -4,562 0
Present value of the lease obligations 13,731 13,731 15,648 15,648

Less payments due within the year -2,091 -2,150


Payments due after 1 year 11,640 13,498

The consolidated financial leases primarily relate to the office building of Picanol NV, the plant and equip-
ment of Proferro NV and Verbrugge NV, and the hardware and software of Picanol NV. The total interest
charges vary between 5.8% and 16.5% per annum. The fair value of the financial leases amounts to 13.7
million euros at the end of 2006 opposite to 15.7 million at 31 December 2005.

The decrease of the fair lease obligations is due to the fact that there were no considerable new lease obliga-
tions recorded during 2006.

I I I . 6 . 1 8. D eriv a tive fin a n cial inst rument s

The Picanol Group manages a portfolio of derivatives in order to cover risks relating to exchange rate dif-
ferences resulting from operating and financial activities. It is the company policy not to engage in specula-
tive or leveraged transactions or to hold or issue derivatives for trading purposes.

Picanol NV has foreign currency hedges in the form of forward contracts. These primarily concern forward
sales contracts, whereby the USD and the JPY, to a lesser degree, are sold forward. The fair value of these
forward contracts is recognized in the statutory accounts of Picanol NV to the extent that it relates to exist-
ing balance sheet positions.
Furthermore, the company and the group of companies hold another interest rate swap on the USD loan
entered into by GTP Greenville. The fair market value is recognized in the results.

Overview of forward exchange contracts at 31 December 2006 (-= income en +=


charge):

Notional Fair market


PICANOL GROUP (in ‘000 euros) amount value P/L impact

Forward purchase contracts < 6 months 0 0 0


Forward purchase contracts > 6 months 0 0 0
Sub-Total 0 0 0

Forward sales contracts < 6 months 4,286 4,424 -138


Forward sales contracts < 6 months 731 754 -23
Sub-Total 5,017 5,178 -161

Interest Rate Swaps (IRS) 3,000 3,037 -37


Sub-Total 3,000 3,037 -37

TOTAL 8,017 8,215 -198


Overview of forward exchange contracts at 31 December 2005 (-= income en +=
charge):

Notional Fair market


PICANOL GROUP (in ‘000 euros) amount value P/L impact

Forward purchase contracts < 6 months 0 0 0


Forward purchase contracts < 6 months 0 0 0

PIC ANO L G ROU P A N N U A L R E P ORT 2006 I FIN AN C I A L S TATE M E N T S 2 0 0 6


Sub-Total 0 0 0

Forward sales contracts < 6 months 1,254 1,216 38


Forward sales contracts < 6 months 0 0 0
Sub-Total 1,254 1,216 38

TOTAL 1,254 1,216 38

The adjustment to the fair market value of the financial instruments is recognized in the income statement
under the heading “other financial income and charges”.

I I I . 6 . 1 9. Trad e a n d o th er payables

Trade and other payables comprise outstanding amounts for trade purchases and current liabilities.

The decrease in trade and other payables from 3.1 million euros in 2006 as compared with 2005 is due to
a decrease in the trade payables because the other liabilities remained constant compared to 2005 (+ 0.5
million euros).
The decrease in trade payables (- 3.6 million euros) is primarily due to timing differences in submitted pay-
ments at the end of 2006 and 2005.

III.7. MISCELLANEOUS

I I I . 7 . 1 . O p e ra tin g lea s e a greement s


111

PICANOL GROUP (in ‘000 euros) 31/12/2006 31/12/2005

Payments due within the year 2,665 1,795


Between 1 and 5 years 4,836 3,455
After 5 years 100 639

Minimum future lease payments 7,601 5,889


Operating lease payments represent rentals payable by the group for certain of its industrial and/or office
properties and for some production, logistics and/or administration equipment.

An amount of 2.7 million euros was recognized as a rental cost in the income statement in the financial year
2006, opposite to 1.7 million euros in 2005.

I I I . 7 . 2 . E ve n ts a fte r th e b alance sheet dat e

See annual report page 20. These events have no material impact on the income statement or the sharehold-
ers’ equity of the group.

I I I . 7 . 3 . R e la ted p a rty transact ions

OPPONENT KIND OF BALANCE SHEET INCOME STATEMENT


TRANSACTION POSITION
Pasma NV Remuneration 0 -500,107
Yves Steverlynck Remuneration 0 -167,683
Comm. V.A. Berlau Remuneration 0 -240,000
Groep Buraco Settlement 0 -700,000
Mr. Jan Coene Miscellaneous 3,771,010 -31,413
Cimarron Corp. Rent 0 -423,121 USD

The total costs for Pasma NV include company car and a remuneration for Mr. Patrick Steverlynck in GTP
Greenville (54,000 USD).
The costs for Yves Steverlynck include insurance premium, company car and a one-off contribution in the
group insurance.

For other remunerations, see annual report page 45.

I I I . 7 . 4 . R e mu n e ra tio n o f the management commit t ee

See annual report page 45.


I I I . 7 . 5 . E xc h an g e ra tes

in euros Average exchange rates Closing exchange rates


ISO 2006 2005 2006 2005

Brazilian Real BRL 0.366106 0.336830 0.354610 0.360881


Swiss Frank CHF 0.634037 0.646036 0.622278 0.643087
Chinese Yuan (Renminbi) CNY 0.099588 0.098703 0.097286 0.105042

PI CAN OL GR OU P A N N U A L R E P ORT 2006 I FIN AN C I A L S TATE M E N T S 2 0 0 6


Indonesian Roopee (1000) IDR 0.086730 0.082292 0.084431 0.086237
Japanese Yen JPY 0.006808 0.007310 0.006372 0.007194
Mexican Peso MXN 0.072623 0.074338 0.069862 0.079327
Romanian Leu RON 0.284639 0.295508
Turkish Lira TRY 0.555605 0.599986 0.536481 0.628931
US Dollar USD 0.792288 0.807318 0.759301 0.847458

I I I . 7 . 6 . P ers o n n el

31/12/2006 31/12/2005
Fully Proportionally Fully Proportionally
In units consolidated consolidated Total consolidated consolidated Total
Management 17 0 17 22 0 22
White-collars 726 0 726 686 5 691
Blue-collars 1,577 0 1,577 1,633 40 1,673
Average number
of personnel
employed 2,333 0 2,333 2,286 45 2,331

Average number
of personnel
employed in
Belgium 1,488 0 1,488 1,465 0 1,465

Remuneration
and social
charges (in ‘000
euros) 98,757 0 98,757 97,649 78 97,727
113

I I I . 7 . 7 . A u d it an d n o n -a u dit services provided by t he audit ors

Overview of the audit fees and additional services provided to the group by the auditors and the entities as-
sociated to the auditors for the reporting period ended at 31 December 2006 – see annual report page 46.
I I I . 7 . 8 . C o n tin g en t a s s e ts and liabilit ies

The Picanol Group has the following contingent assets and liabilities at 31 December 2006.

Picanol NV is in receipt of a pledge for 99% of Millentex NV shares in return for a loan in USD to the value
of 2.6 million euros.

I I I . 7 . 9 . Mis c e lla n eo u s

Emission Rights

In 2005 the Picanol Group was granted emission rights. These rights comprise an immaterial amount,
which is therefore not recognized in the accounting.

In 2006 these emission rights remained negligible.

Risk Factors

In accordance with Article 96, 1° of the Company Code, as amended by the Law dated 13 January 2006, the
company has provided a true overview of the development, the results, and the position of the company, as
well as a description of the main risks and uncertainties which it faces.

As a world player, the Picanol Group is faced with geo-political situations in which our customers find
themselves. In addition, our financial competitiveness is highly dependent on structural exchange rate dif-
ferences. Permanent technological development is also vital to safeguard our position as world player in
the sector.
I V. S TAT U T O R Y F I N A N C I A L S TAT E M E N T S

PIC ANO L G ROU P A N N U A L R E P ORT 2006 I S TATU TO RY FI N A N C I A L S TAT E M E N T S P I C A N O L N V


PICANOL NV

PICANOL NV (in ‘000 euros) 2006 2005

FIXED ASSETS 59,481 61,205


Intangible fixed assets 2,939 3,746
Tangible fixed assets 10,788 10,207
Financial fixed assets 45,754 47,252

CURRENT ASSETS 127,594 148,159

TOTAL ASSETS 187,075 209,364

SHAREHOLDERS’ EQUITY 56,776 54,331


Capital 7,400 7,400
Share premium account 1,332 1,332
Reserves 43,656 43,657
Profit carried forward 4,387 1,942
Investment grants 0 0

PROVISIONS AND DEFERRED TAXES 7,434 7,598

LIABILITIES 122,864 147,435


Amounts payable after one year 20,047 33,959
Amounts payable within one year plus
accrued expenses and deferred income 102,817 113,476

TOTAL LIABILITIES 187,075 209,364

TURNOVER 324,566 302,118


OPERATING PROFIT 6,826 -5,288
115
FINANCIAL RESULTS -851 138
EXCEPTIONAL RESULTS -1,601 -1,625

TAXES -40 -3,191

PROFIT FOR THE FINANCIAL YEAR 4,334 -9,966


NOTES TO THE STATUTORY FINANCIAL
STATEMENTS

N o t e s to th e b ala n ce s h eet and income st at ement s of t he


p a re n t c o mp a n y P ic a n o l NV

The balance sheet total of Picanol NV decreased with 22.3 million euros, from 209.4 million euros at the
end of 2005 to 187.1 million euros at 31 December 2006. This is mainly due to a considerable decrease in
export finance compared to 2005.

The turnover of Picanol NV increased by 7.4% in 2006 compared to 2005, from 302.1 million euros to
324.6 million euros. This positive evolution in turnover is mainly caused by an increase in the volume of
machines sold. In absolute value, the gross margin (operating revenue less the value of raw materials and
auxiliaries, services and various goods) increased from 54.4 million euros in 2005 to 69.1 million euros in
absolute value at the end of 2006. The gross margin in comparison to the turnover evolved from 18.0% in
2005 to 21.3% in 2005. This increase of the gross margin was caused on the one hand by an increase of the
realized margins on the weaving machines sold and on the other hand it was caused by the measures taken
to save costs. The operating result climbed by 12.1 million euros to 6.8 million euros at the end of 2006.

The net exceptional costs amounted to 1.6 million euros at the end of 2006, principally as a result of pay-
ments in the context of settlement agreements (1.2 million euros) and a depreciation of the participation
in the company BCN Laminados (0.9 million euros), because the settlement of this entity was started in
2006.

The net book value in associated companies and the receivables on the relevant companies were valued and
ratified by the Board of Directors.

In accordance with Article 96, 1° of the Company Code, as amended by the Law dated 13 January 2006,
the company provides a true and fair overview of the development, the results, and the position of the com-
pany, as well as a description of the main risks and uncertainties which it faces.

As a world player, the Picanol Group is faced with geo-political situations which our customers have to
deal with and which they have to operate. In addition, our financial competitiveness is highly dependent on
structural exchange rate fluctuations. Permanent technological development is also vital to safeguard our
position as a world player in the sector.

A d d i t i o n a l A u d it F ee s

See annual report page 46.


B ra n c h O ffice s

PI CAN OL GR OU P A N N U A L R E P ORT 2006 I S TATU TO RY FI N A N C I A L S TAT E M E N T S P I C A N O L N V


Picanol NV operates three branch offices: Picanol Beijing Representative Office, Picanol Guangzhou Rep-
resentative Office and Picanol Shanghai Representative Office.

F i n a n cia l in stru me n ts

Picanol NV practices foreign currency hedges through forward contracts. These forward contracts have a
total nominal value of 5.0 million euros, the positive market value of these instruments amounts to 0.2 mil-
lion euros at 31 December 2006. This market value is recognized in the income statement of the company at
31 December 2005 to the extent that it relates to existing balance sheet positions at 31 December 2006. The
forward contracts for which no underlying balance sheet position exists at 31 December 2005 are treated
as cash flow hedges. These positions are justified by orders placed but not yet invoiced. For the financial
year 2006, all outstanding forward contracts include cash flow hedges. Under no circumstances the use
of derivative instruments takes place for speculative purposes. The company and the group of companies
otherwise have no other form of financial instruments whatsoever.

C o n f l i cts o f in te re s t

As legally included in the Company Code and as prescribed in the Corporate governance Charter of the
Board of Directors of Picanol Group, the members of the Board of Directors are expected to inform the
chairman about the agenda items with which they have a direct or indirect conflict of interest and they shall
not participate in the discussions or the decision-taking process of these items. In accordance with Article
523 Company Code a financial conflict of interest was drawn up at 23 March 2006 and at 13 February 2007.
For more details we refer to the chapter “Corporate Governance” in this annual report.

R e p o rt o f th e a u d ito r

The statutory auditor has issued an unqualified opinion on the statutory financial statements of Picanol NV.

117
REPORT BY THE AUDITOR

S t a t u t o ry a u d ito r ’s re p o rt t o t he shareholders’ meet ing on t he


c o n s o lid ated fin an cia l s tat ement s f or t he year ended at 31
D e c e m b er 2 0 0 6

To the shareholders,
As required by law and the company’s articles of association, we are pleased to report to you on the audit
assignment which you have entrusted to us. This report includes our opinion on the consolidated financial
statements together with the required additional comments and information.

Unqualified audit opinion on the consolidated financial statements


We have audited the accompanying consolidated financial statements of PICANOL NV (“the company”)
and its subsidiaries (jointly “the group”), prepared in accordance with International Financial Reporting
Standards as adopted by the European Union and with the legal and regulatory requirements applicable
in Belgium. Those consolidated financial statements comprise the consolidated balance sheet as at 31 De-
cember 2006, the consolidated income statement, the consolidated statement of changes in equity and the
consolidated cash flow statement for the year then ended, as well as the summary of significant accounting
policies and other explanatory notes. The consolidated balance sheet shows total assets of 255,860 (000)
euros and a consolidated profit (group share) for the year then ended of 5,569 (000) euros.
The financial statements of several entities included in the scope of consolidation which represent total
assets of 9,467 (000) euros and total sales of 10,257 (000) euros have been audited by other auditors. Our
opinion on the accompanying consolidated financial statements, insofar as it relates to the amounts contrib-
uted by those entities, is based upon the reports of those other auditors.
The board of directors of the company is responsible for the preparation of the consolidated financial state-
ments. This responsibility includes among other things: designing, implementing and maintaining internal
control relevant to the preparation and fair presentation of consolidated financial statements that are free
from material misstatement, whether due to fraud or error, selecting and applying appropriate accounting
policies, and making accounting estimates that are reasonable in the circumstances.
Our responsibility is to express an opinion on these consolidated financial statements based on our audit.
We conducted our audit in accordance with legal requirements and auditing standards applicable in Bel-
gium, as issued by the “Institut des Reviseurs d’Entreprises/Instituut der Bedrijfsrevisoren”. Those stan-
dards require that we plan and perform the audit to obtain reasonable assurance whether the consolidated
financial statements are free from material misstatement.

In accordance with these standards, we have performed procedures to obtain audit evidence about the
amounts and disclosures in the consolidated financial statements. The procedures selected depend on our
judgment, including the assessment of the risks of material misstatement of the consolidated financial state-
ments, whether due to fraud or error. In making those risk assessments, we have considered internal control
relevant to the group’s preparation and fair presentation of the consolidated financial statements in order to
design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an
opinion on the effectiveness of the group’s internal control. We have assessed the basis of the accounting
policies used, the reasonableness of accounting estimates made by the company and the presentation of the
PIC ANO L G ROU P A N N U A L R E P ORT 2006 I S TATU TO RY FI N A N C I A L S TAT E M E N T S P I C A N O L N V
consolidated financial statements, taken as a whole. Finally, the board of directors and responsible officers
of the company have replied to all our requests for explanations and information. We believe that the audit
evidence we have obtained, together with the reports of other auditors on which we have relied, provides a
reasonable basis for our opinion.

In our opinion, and based upon the reports of other auditors, the consolidated financial statements give a
true and fair view of the group’s financial position as of 31 December 2006, and of its results and its cash
flows for the year then ended, in accordance with International Financial Reporting Standards as adopted
by the EU and with the legal and regulatory requirements applicable in Belgium.

Additional comments and information


The preparation and the assessment of the information that should be included in the directors’ report on the
consolidated financial statements are the responsibility of the board of directors.
Our responsibility is to include in our report the following additional comments and information which do
not change the scope of our audit opinion on the consolidated financial statements:
• The directors’ report on the consolidated financial statements includes the information required by law
and is in agreement with the consolidated financial statements. However, we are unable to express an
opinion on the description of the principal risks and uncertainties confronting the group, or on the status,
future evolution, or significant influence of certain factors on its future development. We can, neverthe-
less, confirm that the information given is not in obvious contradiction with any information obtained in
the context of our appointment.
• As mentioned in the notes to the financial statements, we wish to draw the attention to:
- In accordance with the settlement agreements concluded on 16 March 2005 and as con-
sequence of the shareholder agreement and settlement agreement concluded on 23 March
2006, the company has accounted for the collected reimbursements under other income and
for the amounts paid under other expenses in the 2006 profit and loss statement.
- In accordance with the reimbursement agreement dd 10 October 2004, Picanol NV has an
outstanding receivable on Mr. Jan Coene for an amount of 3,576,831.60 euros which is
recorded as short term other account receivable per 31 december 2006. We refer to the sub-
sequent events whereby Picanol NV accepted the taxation in tax year 2003 of the sign-up
premium paid to Mr. Jan Coene and the detaxation of the same amount in tax year 2005 in
order to obtain the repayment of the withholding taxes towards Mr. Jan Coene. The repay-
ment will be used to pay to outstanding receivables Picanol NV has on Mr. Jan Coene.

119

Brussels, 20 March 2007


The statutory auditor
DELOITTE Bedrijfsrevisoren / Reviseurs d’Entreprises
BV o.v.v.e. CVBA / SC s.f.d. SCRL
Represented by
William Blomme
Kurt Dehoorne
I N F O R M AT I O N F O R S H A R E H O L D E R S

70

PIC ANO L G ROU P A N N U A L R E P ORT 2006 I IN FOR M ATI O N FO R S H A R E H O L D E R S


T H E 1 99 0 S
YEARS
At the beginning of 1990 Picanol pro- continued to play an essential role. In
duced a record number of machines and 1992 the company introduced a new gen-
scored its highest ever sales. But an abrupt eration of weaving machines, the OMNI and
end to this success came in the second half of the DELTA.
the year, due to the downturn in the economy,
the recession in the USA and the Gulf crisis, In 1993 Picanol achieved ISO 9001 certifica-
with many orders being cancelled and others tion, as a guarantee of the quality of its prod-
postponed. In the next few years more than ucts and services. In the following year the
150 people left the company. Picanol did not group expanded further with the setting up
allow these setbacks to put it off its course, of the joint venture Suzhou Picanol Textile
but instead invested in new assembly lines, Machinery Works (STP). Assembly of weav-
new equipment and assembly robots. R&D too ing machines began in China in 1995 with the
GA733, the Chinese version of the GTM-A. In
1997 Picanol introduced the Gamma, an entire-
ly new rapier weaving machine. The German
company Günne Webmaschinenfabrik was
acquired in 1998. The textile sector entered a
new downturn, and Picanol was restructured
as a result, with some 300 people losing their
jobs. In 1999 Picanol acquired the other 40%
of the shares in SPT and set up Picanol Suzhou
Textile Machinery Ltd (PST) as a fully-owned
subsidiary.

121

SHARES AND LISTING

The Picanol Group has been listed on the Euron- course of 2006 there was no change in the number
ext Brussels exchange since 1966 under the code of shares. As regards the present capital structure,
PIC (ISIN code BE0003807246). on 31 December 2006 there were no share op-
tions, warrants or convertable bonds.
On 31 December 2006 the share capital was rep- The stock exchange capitalisation on 31 Decem-
resented by 5,900,000 Picanol shares. During the ber 2006 amounted to 73.28 million euros.
S h a re ho ld e r ’s d iary

Payment of dividend 19 April 2007


Trading update Q1 16 May 2007
Announcement of half-yearly results 29 August 2007
Trading update Q3 24 October 2007
Announcement of annual results 19 March 2008
AGM 16 April 2008

J F M A M J J A S O N D

Stock closing price over 2006 (in euros)

Average daily volume over 2006


PIC ANO L G ROU P A N N U A L R E P ORT 2006 I IN FOR M ATI O N FO R S H A R E H O L D E R S
J F M A M J J A S O N D

Stock closing price over 2006 (in %)

Belgium All Shares Index over 2006 (in %)

2003 2004 2005 2006

Stock closing price over the last 4 years (in %)

Belgium All Shares Index over the last 4 years (in %)

DIVIDEND
123
The dividend policy of the Picanol Group is based basis of these considerations, the Board proposes
on an annual judgement concerning the return for to the Annual General Meeting to pay out a gross
shareholders, maintaining a free cashflow and op- dividend of 0.32 euros per share.
portunities for financing further growth. On the
U S E F U L I N F O R M AT I O N

HAREHOLDERS
2 0 0 0 - 20 0 6 70
YEARS
After the downturn of the late 1990s Inc. in the USA were acquired

ATSI E
Picanol returned to profit in 2000. The in 2001. They were followed in 2002

MR
OMNIplus was introduced as the successor by Te Strake Textile in the Netherlands and

NRFO
to the OMNI. In 2000 Picanol acquired a Lhenry in France. The remaining shares in

I NOFO
larger stake in Protronic. A new corporate Protronic and Melotte were acquired in 2002.

MEATI
organization was introduced, with global, The new GamMax weaving machine was

TTI G
N UFOR
customer-oriented business units. There presented in November 2002. In 2003 among
followed a period of national and international others Burcklé in France joined the group,

PIC ANO L G ROU P A N N U A L R E P ORT 2006 I IN


expansion, with a number of takeovers as part while GTP Bandung was set up in Indonesia,
of the strategic expansion of Picanol’s OEM GTP São Paulo in Brazil and GTP in Mexico.
activities. The Picanol Group was adopted as the
The considerable technical know-how that collective name for all the group’s activities.
Picanol has built up over the last decade
can also be applied to related or even totally In 2004 a controversy arose concerning the
different sectors of industry. Consequently, remuneration of the former President &
Picanol reaffirmed its strategy of expanding CEO. After a turbulent period Chris Dewulf
the sale of these technologies to third parties. was chosen as the new President & CEO of
This diversification built on the group’s the Picanol Group in 2005, and a new Board
existing competencies, including knowledge of Directors was appointed. Also in 2005 the
of and access to the textile markets, and OMNIplus 800 airjet machine was introduced.
development and production know-how. A new organization was implemented at the
Verbrugge NV in Belgium and Steel Heddle beginning of 2006, with the emphasis on the
weaving machine activities and the OEM
business. Work on a new construction project
at K. Steverlyncklaan to house the Verbrugge,
125
PsiControl Mechatronics and R&D activities
began in March 2006. Meanwhile, more new
machines were introduced: the OMNIjet, the
OMNIplus 800 TC and the TERRYplus 800.
ADDRESSES

Lhenry
Belgium Zone Industrielle Le Temple
Picanol 42640 Saint-Romain-la-Motte
Ter Waarde 50 Tel. +33 4 77 71 31 04
8900 Ieper Fax +33 4 77 72 36 33
Tel. +32 57 22 21 11
Fax +32 57 22 22 20
Germany
Proferro Günne
Ter Waarde 50 Möhnestrasse 2
8900 Ieper 59519 Möhnesee-Günne
Tel. +32 57 22 21 11 Tel. +49 29 24 9707 0
Fax +32 57 22 22 00 Fax +49 29 24 9707 77

Verbrugge Indonesia
K. Steverlyncklaan GTP Bandung
8900 Ieper Jl. Moh. Toha Km 5,3 no. 56
Tel. +32 57 22 28 97 40261 Bandung
Fax +32 57 22 22 55 West Java
Tel. +62 22 521 1865
PsiControl Mechatronics Fax +62 22 520 0591
K. Steverlyncklaan
8900 Ieper
Tel. +32 57 21 88 33 It aly
Fax +32 57 21 88 55 GTP Milano
Via Archimede 31
Melotte 20041 Agrate Brianza
Industrieweg 2019 Milano
3520 Zonhoven Tel. +39 039 641 15 22
Tel. +32 11 81 30 25 Fax +39 039 688 12 47
Fax +32 11 81 39 54
M exico
B ra z i l GTP Mexico
GTP São Paulo Avena No. 475 Col. Granjas México
Rua do Tecelão, 310 08400 Mexico DF
13478-721 Americana SP Tel. +52 55 56 57 1740
Tel. +55 19 3478 9600 Fax +52 55 56 57 0041
Fax +55 19 3478 9608
Net herlands
F ra n c e Te Strake Textile
Burcklé Dr. H. Van Doorneweg 26, 5753 PM
Rue de Bourbach-le-Haut 9 Deurne
68290 Bourbach-le-Bas PO Box 244 5750 AE Deurne
Tel. +33 3 89 82 8989 Tel. +31 493 326 222
Fax +33 3 89 82 8359 Fax +31 493 326 352
P e o p l e’s R ep u b ic o f C h ina Romania
Picanol Beijing Representative Office PsiControl Mechatronics Srl
B0811, Hui Bin Office Building Campului Street 1
No. 8 Beichendong St. Chaoyang 505400 Rasnov
District Brasov County
Beijing 100101 Tel: +40-268-230081

PIC ANO L G ROU P A N N U A L R E P ORT 2006 I IN FOR M ATI O N FO R S H A R E H O L D E R S


Tel. +86 10 8498 3189 Fax: +40-268-230015
Fax +86 10 8498 1905
Turkey
Picanol Guangzhou Representative GTP Istanbul
Office Merkez Mah.
Room 701, Office Tower China Hotel Yıldırım Bayazıd Cad.
Liuhua Lu, Guangzhou 510015 No: 179/2
Guangdong Province 34197 Yenibosna - Istanbul
Tel. +86 20 86 266110 Tel. +90 212 652 99 00
Fax +86 20 86 666040 Fax +90 212 652 99 30
Picanol Shanghai Representative
Office Unit ed St at es
Room 618, Summit Center GTP Greenville
No 1088 Yan An Road West 1801 Rutherford Road
Shanghai 200052 Greenville SC 29609
PO Box 1867 Greenville SC 29602
Picanol SIP (Suzhou Industrial Park) Tel. +1 864 288 5475
Textile Machinery Fax +1 864 987 0972
Picanol (SuZhou) Trading
FengTing Road/Songzhuan Road,
KuaTang,
Suzhou Industrial Park, Suzhou 215122
Jiangsu Province
Tel. +86 512 6287 0688
Fax +86 512 6287 0710

127
GLOSSARY

Aftermarket The market for supplying additional products and services to weaving
mills, in addition to the market for the sale of weaving machines (basic
or primary market)
Airjet Airjet weaving machine
CFT Customer Focus Team
CNC-machine Computer Numerical Control. This refers to the computer controlled
system of the machine tool
CRT Customer Relation Team
Denim Jeans fabric
Drive switched reluctance Switched reluctance motor technology
Drop wire Steel strip which is suspended from the warp thread. When a warp
thread breaks, the drop wire drops due to its own weight activating the
switch that stops the machine
Frame See weaving frame
Gravity point Foreign branch of the Picanol Group held as a subsidiary
GTP Global Textile Partner
Heddle Each warp thread runs through a heddle. The heddles are mounted in
groups on the weaving frame
IAS International Accounting Standards
IFRS International Financial Reporting Standards
Man-machine interface Connection between operator and machine
Mechatronics Combination of mechanic, electronic and software systems
Nozzle Blower for air insertion, ensures the weft thread is inserted via an air jet
OEM Original Equipment Manufacturer, manufacturer of products or
components for brand suppliers
PCB Printed circuit boards or printing plate
PST Picanol-Suzhou Textile Machinery Systems
PTS Picanol Tex-Machinery Systems
R&D Research & Development
Rapier Rapier weaving machine
Reed Series of drop wires which moves between the warp thread. The reed
beats the weft thread against the weft.
SMD Surface mounted device (mounted directly onto the surface of printed
circuit boards)
Terry (towel) Towel fabric
THT Trough-hole-technology, refers to the technology used for electronic
components that involves the use of pins on the components that are
inserted into holes drilled in printed boards (also called insertion)
Tire cord Fabric used to reinforce car tires
Versatility Property of a weaving machine enabling it to weave different types of
fabrics
WCM World Class Manufacturing
Weaving frame The weaving frame or frame moves a warp thread up and down in a
weaving machine
Weaving machine Machine on which a fabric is made using two groups of threads. The
threads running lengthwise are known as warp threads, those running
perpendicular to the warp threads are the weft threads
WTO World Trade Organization

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