ANNUAL REPORT 2009 by wuyunyi

VIEWS: 3 PAGES: 80

									ANNUAL REPORT 2009
ANNUAL REPORT 2009
Profile of the Batenburg Group
Batenburg Beheer N.V. comprises thirteen service companies in the
fields of technical installation and technical trading employing more
than a thousand people. The decentralised organisational structure
fosters entrepreneurship at the base of the organisation

The installation companies supply electrical engineering, mechanical
and sanitary installations to principals in the non-residential
construction, infrastructure and industrial sectors, while the technical
trading companies supply products and services in the fields of
electrical engineering, electronics, energy technology and fastening
systems to customers in the industrial and infrastructure sectors.

Batenburg Beheer N.V. achieved turnover of EUR 141 million in 2009,
some 95% of which in the Netherlands. The remainder is generated
mainly in other European countries.
           Table of Contents
 2 General
     Profile of the Batenburg Group
     Key figures
     The Batenburg Beheer N.V. share
     Supervisory Directors and Members of the Executive Board
10 Repor t of the Super visory Board
14 Repor t of the Executive Board
     Review of 2009
     Strategy and policies
     Risk management
     Corporate Governance
     Organisation and personnel
     Corporate social responsibility
     Fi nancial review
     Outlook
     Executive Board Representation
41 Financial Statements
     Consolidated balance sheet
     Consolidated income statement
     Consolidated cash flow statement
     Consolidated statement of movements in shareholders’ equity
     Notes to the consolidated financial statements
63 Other information
     List of par ticipating interests
     Auditors’ repor t
     Exceptional rights of control according to the ar ticles of
     association
     Proposed profit appropriation
68 Miscellaneous
     Work force over the last five years
     Organisational structure
     List of operating companies




This publication is an abbreviated English translation of the official report containing the audited financial
statements, which is issued in the Dutch language. In case of discrepancies the Dutch version shall prevail.
                                               general




Key figures
                                                                       2009          2008    2007    2006    2005


Result (in EUR millions)
Net sales                                                              140.7         156.0   165.6   142.3   130.9
Operating income before goodwill amortisation (EBITA)                    3.6           7.3     9.2     5.8     6.0
Operating income after goodwill amortisation (EBIT)                      3.6           7.3     7.9     5.8     6.0
Net profit                                                               3.1           6.0     6.6     4.9     4.8


Cash flow (in EUR millions)
Cashflow [1]                                                             5.3           8.0     8.2     6.6     6.3
Depreciation                                                             2.2           2.0     1.6     1.6     1.5
Investments                                                              1.1           1.9     2.9     3.5     3.1
Dividend proposal                                                        2.4           2.9     2.9     2.3     2.2


Capital (in EUR millions)
Balance sheet total                                                     77.2          75.2    75.2    71.0    62.7
Shareholders’ equity                                                    46.4          46.1    43.0   38.8     35.9
Net working capital                                                     23.0          22.2    19.2    23.5    23.9
Capital invested [2]                                                    47.7          47.5    44.4    42.0    39.1


Employees
Average number of employees                                            1,022         1,032   1,030    984     961
Number of employees at year-end                                        1,015         1,029   1,035   1,025    943
Personnel costs                                                         47.2          46.7    44.6    42.4    40.0


Ratio's (%)
Return on equity                                                         6.4          13.1    15.3    12.1    12.8
Return on average capital invested                                       2.6           4.7     5.6     4.1     4.6
Operating income before goodwill amortisation on sales                   2.6           4.7     4.8     4.1     4.6
Operating income after goodwill amortisation on sales                    2.2           3.9     4.0     3.5     3.7
Return on sales                                                         60.1          61.3    57.2    54.6    57.3
Solvency [3]                                                            52.5          54.1    49.4    50.6    54.0


[1] Cashflow = net profit + depreciation
[2] Capital invested = fixed assets + net working capital incl. cash
[3] Solvency = equity / balance sheet total




   4                                           Batenburg Beheer NV – Annual Repor t 2009
                                             general




The Batenburg Beheer N.V. Share

Batenburg Beheer N.V. Shares
Batenburg Beheer N.V. shares have been listed on Euronext N.V. in Amsterdam
since 1956. The shares are included in the category “local shares”. In 2009, the price
of Batenburg Beheer N.V. shares went up by 17.5%. At year-end 2009, 2,408,244
ordinary shares were accordingly issued at a nominal value of EUR 0.40. No shares
were issued and no treasury stock was purchased in the year under review. To
promote the marketability of Batenburg Beheer N.V. shares, SNS Securities
continued to act as liquidity provider in 2009.

Key figures per ordinary share

                                 2009       2008       2007       2006       2005
Net profit (EUR)                   1.27       2.50       2.75       2.04       2.00
Cash flow (EUR)                    2.17       3.32       3.41       2.72       2.61
Equity (EUR)                     19.25       19.16      17.87     16.09       14.91
Dividend proposal (EUR)            1.00       1.20       1.20       0.95       0.90
Pay-out (%)                        79%        48%        44%        47%        45%
End-of-year quotation (EUR)      22.49       19.14     28.45      24.39      21.60
Price - earnings ratio             17.7        7.7       10.3       12.0       10.8


Batenburg Beheer N.V.’s dividend policy is aimed at offering shareholders an
attractive dividend yield and to distribute a cash dividend annually of at least 40% of
net income. In 2009 much attention went out to working capital management, which
contributed to the improvement of the cash position. Despite the lower result the
cash position enables us to offer a relatively high dividend. It is proposed to pay
EUR 1.00 dividend per share (2008: EUR 1.20). Based on the price at close of
business on 31 December 2009, the dividend yield amounted to 4.4%.

Price-sensitive information and disclosure of major holdings
On the subject of price-sensitive information, Batenburg Beheer N.V. has drawn up
a protocol based on the model of the Association of Securities-Issuing Companies
(VEUO), as approved by the Netherlands Authority for the Financial Markets
(AFM). The Batenburg Beheer Regulations on ownership of and Transactions in
Securities include a clause prohibiting trading in the run-up to the publication of the
annual figures and the publication of the half-year figures. These regulations are
available on the website of the company.




                                             Batenburg Beheer NV – Annual Repor t 2009    5
    general




    Based on the Act on Financial Supervision the AFM keeps a register of
    Substantial Holdings. Shareholders are required to disclose holdings in issuing
    institutions as soon as these total 5% or more of the issued capital. Such
    holdings must then be disclosed again to the AFM as soon as they reach, exceed
    or decrease below a certain threshold.




    Disclosures in accordance with the Act on Financial Supervision*)

                                                                               Holding
    N.V. Exploitatie Maatschappij van Puijenbroek                               25.82%
    Delta Deelnemingen Fonds                                                    11.00%
    Monolith Investment Management B.V.                                          9.95%
    Decico B.V.                                                                  8.68%
    J.H. Langendoen                                                              5.56%
    Via Finis Invest B.V.                                                        5.40%
    VDL Beleggingen B.V.                                                         5.23%
    J.L. van den Heuvel                                                           5.19%
    E.M. Aarts                                                                   5.06%


    Stichting Preferente Aandelen Batenburg Beheer N.V.                         99.96%
    *) Updated to 25 March 2010




    Per share

      3.00

      2.50

      2,00

      1.50

      1.00

      0.50

      0.00
                     2005          2006             2007       2008          2009

                    Net income ( )         Dividend proposal ( )



                    Batenburg share price

      35.00

      30.00

      25.00

      20.00

6     15.00
    Batenburg Beheer NV – Annual Repor t 2009
    1.50

    1.00

    0.50
                                                   general
    0.00
                   2005            2006             2007           2008             2009

                   Net income ( )          Dividend proposal ( )



 Batenburg share price price
           Batenburg share

    35.00

    30.00

    25.00

    20.00

    15.00

    10.00

    5.00

    0.00
               2005        2006             2007           2008           2009         2010



 Yield

                                          2009        2008        2007      2006       2005
 Price on 1 January                        19.14      28.45       24.39     21.60      15.60
 Price on 31 December                     22.49       19.14       28.45     24.39      21.60


  Price yield
Infrastructure                            17.5%      -32.7%       16.7%     12.9%      38.5%
  Dividend yield                           4.4%        6.3%       4.2%       3.9%          4.2%
 Total yield                              21.9%     -26.4%       20.9%     16.8%      42.7%
Industry


 Financial calendar 2010
Non-residential
construction
  Publication date of annual report 2009                                         9 April 2010
 General Meeting of Shareholders 
             0%            10%            20%              30%            40% 27 April 2010
                                                                                       50%
 Ex-dividend quotation of the shares                                          29 April 2010
                2009          2008
 Date of record for dividend (after close of business)                            3 May 2010
 Dividend available for payment                                                  11 May 2010
 Trading update 1st quarter 2010 (after close of business)                       18 May 2010
 Publication of half-year figures 2010 (before start of business)            24 August 2010
 Trading update 3rd quarter 2010 (after close of business)                18 November 2010




                                                   Batenburg Beheer NV – Annual Repor t 2009      7
SUPERV iSORY DiRECTORS

                         G.N.G. Wirken (RA), chairman                  Member of the board, postdoctoral
                         (1948)                                        controller course NIVRA/Nyenrode,
                         First appointment:         1995               Member of the executive board Rabo
                         Current term ends:         2011               Pensioenfonds.
                         Gender:                    Male
                         Nationality:               Dutch              Other supervisory directorships:
                         Position held:                                Bauer AG (Germany), Vendor Holding
                         Director Valkrust Consultancy B.V.            Tilburg B.V. (chairman), Winters Bouw- en
                                                                       ontwikkeling B.V. (chairman), Rabobank
                         Other positions held:                         Breda, NIBO N.V. (chairman), Egeria
                         Chairman of the board, postdoctoral           Investments B.V. (chairman), Hollowell
                         controller course University of Maastricht,   Holding B.V. (chairman), ICTS Europe
                                                                       Holdings B.V. (chairman).




                         M.C.J. van Pernis (ing.)                      Other positions held:
                         (1945)                                        Deputy Chairman Executive Committee
                         First appointment:         2008               Vereniging FME/CWM, Member Executive
                         Current term ends:         2012               Committee VNO-NCW, Member Executive
                         Gender:                    Male               Committee Syntens, Chairman
                         Nationality:               Dutch              Vernieuwingsplatform Bouw, various
                         Position held:                                other community-based positions.
                         Director Vapecon BV,
                         Former President Siemens Group                Other supervisory directorships:
                         in the Netherlands                            Dutch Space B.V. (Chairman), Feijenoord
                                                                       Rotterdam N.V.




                         P.A. Sluiter (ir.)                            Other positions held:
                         (1963)                                        None.
                         First appointment:         2009
                         Current term ends:         2013
                         Gender:                    Male
                         Nationality:               Dutch
                         Position held:                                Other supervisory directorships:
                         CEO Gorenje Household Appliances              TIIN Buy Out & Growthfund B.V. (Chairman),
                         Division (Slovenia)                           TechFund B.V.




 8                       Batenburg Beheer NV – Annual Repor t 2009
MEMBERS OF THE ExECUTi VE BOARD

                          P.C. van der Linden (drs.)
                          (1953)
                          Gender:                      Male
                          Nationality:                 Dutch
                          Position held:               President of the Executive Board
                          Other positions held:        None
                          Supervisory directorships: None




                          E.M. Bosma (drs., RV)
                          (1962)
                          Gender:                      Male
                          Nationality:                 Dutch
                          Position held:               Executive Director
                          Other positions held:        None
                          Supervisory directorships: None




G ROUP COUNC iL
                                                                       L. H. Beijersbergen van Henegouwen
                                                                       G.H. van Dalen
                                                                       A.G. Engbersen (ing.)
                                                                       A.M. van Gogh (ing., MBA)
                                                                       A.T. Kemperman
                                                                       Th. J. Ockhuijsen
                                                                       F. Popma
                                                                       T.P.A. Scheenen (ing.)
                                                                       E. van Veen
                                                                       L.J.M. van ’t Veer (drs.)
                                                                       G.J. de Waard (drs., AA)
                                                                       L. Zevenbergen




                          Batenburg Beheer NV – Annual Repor t 2009                                         9
     r e p o rt o f t h e s u p e rv i s o ry b o a r d




     Report of the Supervisory Board

     Activities in 2009
     The task of the Supervisory Board is to oversee the policies of the Executive Board
     and the general day-to-day affairs at Batenburg Beheer N.V. and its business operati-
     ons. In 2009, Batenburg suffered from the recession, which affected various sales
     markets. Where necessary, measures were taken to limit the diminution in the results.
     The focus of the strategy of the Executive Board remains on long-term profitability
     and continuity. The necessary changes were started in the implementation of the stra-
     tegy in 2009, to help to create a still more efficient and effective organisation.
     During the year under review, the Supervisory Board conducted formal talks with the
     Executive Board on nine occasions, with full attendance at all but two meetings. Items
     on the agenda of the meetings with the Executive Board included the usual matters,
     such as objectives and strategy, the risk profile of the Batenburg Group, the financial
     results and reporting process, the design and operation of the company’s risk manage-
     ment and internal control systems, the corporate governance policy, the interests of
     various stakeholders and the HRM policy. To this end, visits were paid to the opera-
     ting companies to supplement the formal meetings with the Executive Board.
     In the talks with the Executive Board, special attention was devoted to the performance
     of the operating companies and the measures taken to keep costs in line with the lower
     revenues during the year under review. Ideas were also exchanged on these issues with
     representatives of the companies in the Central Personnel Information (CPI) organisa-
     tion. In August 2009, the Supervisory Board appointed Mr A.G. Engbersen to the
     Group Council.

     Performance
     In a closed meeting not attended by the Executive Board, the Supervisory Board
     evaluated its performance and membership. The performance of the Executive Board
     and its individual members were also reviewed.
     The chairman of the Supervisory Board is in regular contact with the Executive Board
     about current affairs. During three formal meetings held with the Executive Board and
     the auditor in 2009, discussions centred on the audit findings, the design and operation
     of the internal control systems, the interim figures and the 2009 financial statements.
     During these discussions, the Supervisory Board also spoke to the auditor about his
     findings without the Executive Board attending. The auditor’s independence in relation
     to Batenburg Beheer N.V. is verified each year.

     Membership of the Supervisory Board
     In the spring of 2009, various majority shareholders gave notice that they considered it
     desirable to appoint a new supervisory director nominated by the shareholders. The
     Group Council and the Works Council notified the supervisory directors of their full
     support for the Executive Board's strategy and policy. At the General Meeting of
     Shareholders in April 2009, the supervisory directors gave notice of their consent to
     this requirement and started the procedure for appointing a new supervisory director.
     In view of the short space of time between the notice of the requirement and the




10   Batenburg Beheer NV – Annual Repor t 2009
                                               r e p o rt o f t h e s u p e rv i s o ry b o a r d




planned General Meeting of Shareholders in April 2009, Mr J. Smit was willing to
consent to a temporary reappointment, in the interests of the company. Following the
completion of the procedure, he stepped down during an Extraordinary General
Meeting of Shareholders in October 2009. Mr P. Sluiter was then appointed as a new
supervisory director. We would like to express our deep gratitude to Mr Smit for the
flexibility he showed and his contributions to the development of Batenburg Beheer
N.V. in recent years, on the basis of the technical profile.
The rules concerning the performance of the Supervisory Board are laid down in
Regulations. All supervisory directors are independent of the company. None of the
supervisory directors served on the Executive Board of the company in 2009 or in
the five preceding years, nor were they awarded any result-dependent remuneration.

2009 Financial Statements
The Supervisory Board is pleased to present the 2009 Annual Report and Financial
Statements of Batenburg Beheer N.V. The financial statements were prepared by the
Executive Board and audited by Mazars Paardekooper Hoffman Accountants N.V.
Their unqualified audit report is reproduced on page 68 of this annual report. The
financial statements were discussed with the Executive Board and the auditor on
25 March 2010 and we hereby submit them to you without any amendments. During
the General Meeting of Shareholders to be held on 27 April 2010, we will propose
that the financial statements be adopted and approved, and that the meeting ratify the
actions of the Executive Board for the policies pursued and of the Supervisory Board
for the supervision exercised. We further propose that a dividend of EUR 0.12 be
distributed on priority shares and of EUR 1.00 (2008: EUR 1.20) on ordinary shares.

On the basis of the 'jobs before income' principle, measures were taken in 2009 that
had personal consequences for many employees. The supervisory directors express
their appreciation of the willingness of the Works Councils and staff to share ideas
constructively in this regard. Even in the difficult year of 2009, the employees and
the Executive Board showed strong commitment and effort. The difficult economic
conditions are not yet over and are expected to still manifest themselves clearly in
Batenburg Beheer N.V.'s sales markets in 2010. However, the sharper policy and
solid financial position, as well as the spread of activities, offer an excellent basis for
good performance, given the circumstances, in the coming year as well.



Rotterdam, 25 March 2010

Supervisory Board:
G.N.G. Wirken (Chairman)
M.C.J van Pernis
P. A. Sluiter




                                               Batenburg Beheer NV – Annual Repor t 2009            11
12   Batenburg Beheer NV – Annual Repor t 2009
                      hoofdstuk




Drinking water is a primary requirement for life for humans
and animals. Our planet holds plenty of water, but clean
water is becoming increasingly scarce.


H2O, a primary requirement for life
In our country, we can practically always count on good quality drinking water, which
comes out of our taps at low cost. In addition to the security of supply, we set
increasingly higher quality requirements for drinking water. There is also growing
demand for drinking water and diminishing availability of good quality fresh water. As a
result, processes in water production locations continually have to be adjusted.
Sustainability, energy conservation and reductions in CO2 emissions form increasingly
important elements in the production of drinking water.

Beenen B.V. has been active in the drinking water sector for more than half a century. It
began as an electrical engineering installation business, later adding automation services,
and in recent years, has also been active as a turnkey supplier. Beenen usually works
with fixed partners for this, forming an efficient and reliable construction team.

Because Vitens wanted to improve the quality of the drinking water at the Oldeholtpade
production company in terms of hardness and colour, innovative changes were made to
the production process. Three pellet reactors were installed to soften the water, each of
them eight metres high with a diameter of 4.5 metres. The mechanical engineering
installation was developed in partnership between Beenen and Rook. Ion exchange with
resins in six boilers was chosen for the clarifying installation. This allows work to take
place at a faster rate, with less regenerate. Finally, a membrane installation is used to
make a large proportion of the rinsing water suitable again for recycling. Ultimately, a
cleaner production process was achieved, with higher quality and lower operating
expenses.

Beenen also works for Vitens at the Havelterberg and Spannenburg water production
companies. Each year, more than five million cubic metres of water is pumped from the
Havelterberg water production area in the Drenthe area. For the purification process,
Beenen was involved in building a new filter building and processes such as the dosing
of soda lye and air, marble filtration and treatment of rinsing water and sludge. Beenen
builds on the knowledge obtained at Oldeholtpade at the Spannenburg water production
company. Here, groundwater is clarified through ion exchange with resin in as many as
14 boilers. Here, too, regenerate is processed with the aid of a membrane installation.




                      Batenburg Beheer NV – Annual Repor t 2009                               13
     r e p o rt o f t h e e x e c u t i v e b o a r d




     Report of the Executive Board

     Review of 2009
     In 2009, the Dutch economy shrank by an unprecedented 4%. The recession had a
     major impact on Batenburg Beheer N.V.'s results. The net profit amounted to EUR
     3.1 million, trailing the result of 2008 by 49%. Revenue amounted to EUR 141
     million, which was 10% lower than in the preceding year.
     The industrially-oriented trading companies and installation companies had a
     particularly difficult year. In early-cyclic sales markets such as the automotive,
     electronics, machine-building and appliances industries, diminutions in output of
     50% at our industrial clients were sadly no exception. This resulted directly in lower
     demand for the products and services of the Batenburg companies, and lower
     margins. The Executive Board set priorities for 2009 in order to absorb the negative
     impact of the recession, involving tight cost control, good management of working
     capital and continual attention to quality and execution. At various companies in the
     Batenburg Group, measures were taken to keep costs in line with the lower level of
     activities. Partly through steering for working capital, cash assets increased sharply
     during the year. Together with healthy capital adequacy ratios, this offers a good
     starting position for 2010, when clients and suppliers are expected to consider the
     continuity of their contract partners more critically than ever.

     In March 2009, Van Dalen in the Installation group acquired the shares of Installatie
     Bureau Meurs of Apeldoorn. Van Dalen then took over the activities of the
     vanPanhuis and Onderhoud and Service Partners (OSP) companies of Putten, which
     were compulsorily wound up. These acquisitions strengthened the knowledge in the
     mechanical engineering field and the national network for service and maintenance.
     The acquired activities contributed EUR 1.8 million to revenue in 2009 following the
     acquisition dates. Meurs's contribution to results was as expected. At vanPanhuis and
     OSP, the necessary start-up costs were incurred in order to increase the revenues
     from these activities.

                                        2009                             2008
     x EUR 1 millions               1st Half 2nd Half          Total   1st Half 2nd Half   Total
     Revenue                             72.0           68.7   140.7      80.9     75.1    156.0
     - Installation                       47.2          47.1    94.3      52.1     50.5    102.6
     - Trading                           24.8           21.6    46.4      28.8      24.6    53.4


     EBiT                                  1.4           2.2     3.6       2.4      4.9      7.3
     - Installation                        0.5           1.3     1.8       -0.3      2.8     2.5
     - Trading                             1.2           1.1     2.3       3.1       2.3     5.4
     - Other                              -0.3          -0.2    -0.5       -0.4     -0.2     -0.6


     Net profit                            1.2           1.9     3.1       2.0      4.0      6.0




14   Batenburg Beheer NV – Annual Repor t 2009
                                             r e p o rt o f t h e e x e c u t i v e b o a r d




Technical installation
The vast majority of the companies in the Installation group are active in the
Netherlands. Only Hoogendoorn Growth Management also exports IT products for
horticulture. Installation projects are performed for both regional and national
clients, using the knowledge and capacities of other affiliates in the Batenburg
Group. The activities of OSP acquired in 2009 give us an opportunity to further
develop a national service organisation offering technical management and
maintenance for technical installations. In 2009, a start was made in connecting the
existing service and maintenance activities of the other companies in the Installation
group to this service network.
The installation companies are active in non-residential construction, industry and
the infrastructure market. The large number of providers makes these sales markets
exceptionally competitive, with frequent price competition, regardless of the
complexity of the services offered. Public clients continue to tender frequently on
the basis of the lowest bid price. Increasing the returns must therefore be achieved
primarily by forming permanent relationships with clients and partners in the
construction column. This will enable better returns on investments for clients (total
cost of ownership). Failure costs in the construction process are also reduced,
coupled with better-than-average manning of the implementing organisation.

The revenue of the technical installation segment in 2009 was 8% lower, at EUR 94
million compared with EUR 103 million in 2008. Excluding the acquisitions, the
revenue of the installation companies was 10% lower. The revenue of the
Installation group was spread evenly over the year. Revenue was under particular
pressure in the Industry and Horticulture sales markets in 2009, as a result of the
recession. From the end of 2008, clients in industry faced a loss of demand. In the             Seher
less recession-sensitive food industry, many companies were confronted with a                   Seher supplies and places custom
sharp reduction in exports. Products such as coffee and cheese, regarded as daily               made transformer stations.
staples in the Netherlands, are often seen as luxury products in other countries,
which are more likely to be cut to save costs. Industrial companies in the oil and
chemical sector also faced sharply lower revenues, which, in turn, led to pressure on
revenues in the packaging industry. Many of these clients were consequently forced
to postpone or cancel planned investments. In 2009, they performed only the
essential maintenance.
The greenhouse horticulture sector had a bad year, with growers of cut flowers and
vegetables particularly hard hit. Exports were under severe pressure in this sector
too. The reason for the drop in exports to countries such as the UK, Poland and
Russia lay in the strong euro and/or new import restrictions. Other important clients
such as the major supermarket chains in Europe tightened their procurement
processes in order to win customer loyalty with lower consumer prices. Partly
through overcapacity in certain product categories, market gardeners proved unable
to find adequate solutions for the purchasing power of the major retailers. As a result
of these developments, many horticultural companies faced financial problems and
invested only piecemeal.
The non-residential construction looked forward to the start of 2009 with a fair




                                             Batenburg Beheer NV – Annual Repor t 2009                                         15
     r e p o rt o f t h e e x e c u t i v e b o a r d



          3.00

          2.50

          2,00
     amount of optimism. Many installers based these expectations on the work in hand
     at the time however. Even before the summer it became clear that the order
          1.50
     portfolios of project developers and construction companies in the non-residential
          1.00
     construction sector were falling sharply. Grim expectations regarding construction
     production in 2010 and later placed severe pressure on price levels in this market
          0.50
     sector towards the end of the year.
          0.00
                            2005               2006           2007         2008         2009
     Technical Trading
                       Net income ( )         Dividend proposal )
     The companies of the Trading group are established in the( Netherlands and Belgium.
     They represent the products of renowned international suppliers in the Benelux, or
     are logistical partners for the supply to industrial customers of complete customised
                       Batenburg share price
     packages of brand-independent products. They also produce medium-sized series of
     products and semi-finished products for their customers. The trading companies of
          35.00
     Batenburg Beheer N.V. are primarily active as suppliers of the production industry
          30.00
     and the energy and rail infrastructure market in the Benelux region.
          25.00
     The revenue of the Trading group fell more sharply than that of the Installation
          20.00
     group, by13%, down from EUR 53 million to EUR 46 million. Revenue in the
          15.00
     second half of the year was still lower than in the first half, as the companies relied
     on existing order portfolios in the first half of 2009. The trading companies focusing
          10.00
     on the industrial sector had a difficult year. Diminutions in revenue from regular
          5.00
     clients of more than 50% were noted for electrical engineering and fixing products
     in sales markets such as the automotive and plate processing industries. The first
          0.00
                                 in the                                      offer
     cautious signs of recovery2006 early-cyclic chip sector, however,2009 some hope
                  2005                          2007          2008                       2010
     that the worst period is over. Revenue from energy technology-related products for
     energy network operators proved reasonably stable in comparison with 2008,
     although fewer energy projects were realised for industrial clients in 2009.

     Overview
     The total revenue segmentation of the Batenburg Group in the various market
     segments in 2008 and 2009 is shown below.

     Infrastructure



     Industry



     Non-residential
     construction

                       0%               10%             20%          30%          40%          50%

                           2009            2008

     The sharp relative fall in the share of revenue in the Industry segment is clearly
     visible. Installation revenue was 30% lower here, while trading revenue shrank 15%




16   Batenburg Beheer NV – Annual Repor t 2009
                                              r e p o rt o f t h e e x e c u t i v e b o a r d




in comparison with 2008. Total revenue in the Infrastructure sales market was 28%
higher, however, primarily through higher revenues of the installation companies in
this sector. The share of revenue in the non-residential construction segment
diminished slightly, mainly because fewer installation assignments were carried out
in the office market.

The operating income of Batenburg Beheer N.V. amounted to EUR 3.6 million,
which was 51% lower than in 2008 (EUR 7.3 million). Particularly the trading
companies that keep stocks have relatively high overhead costs, which mean that a
fall in revenue has a high impact on the operating result. In the first instance,
installation companies are more flexible in this field, through the reduction in
temporary employees and outsourced work. In order to adjust the costs to the
reduced business activities and to respond to the altered market circumstances,
various operating companies in both segments took drastic measures in 2009.
The primary guiding principles here were: (1) jobs before income, (2) emerging
qualitatively stronger from the reorganisation and the recession, and (3) no excessive
slimming down but preparing for economic recovery with the expected labour
shortages when this occurs. The operating result for 2009 includes a sum of about
EUR 0.8 million relating to redundancy costs. In relation to the employee number in
the two segments, about 80% of these concerns the Installation group and the
remainder the Trading group. Ultimately, the installation companies realised an
EBIT margin of 1.9% (2008: 2.5%) and the trading companies an EBIT margin of
5.0% (2008: 10.1%).
Interest income was higher in 2009 than in the preceding year, due to improved
average liquidity. Ultimately the net profit turned out at EUR 3.1 million (2008:
EUR 6.0 million). Earnings per share for 2009 as a whole amounted to EUR 1.27                    Beenen
(2008: EUR 2.50).                                                                                Panel construction: turning stations for
                                                                                                 Huhtamaki.
Strategy and policies
Batenburg Beheer N.V. consists of companies that provide services in the fields of
installation engineering and technical trade. The activities of these two different
segments are currently carried in the utility construction, industrial and infrastructure
segments, together employing more than 1,000 people. Revenues are generated
primarily in the Benelux countries. The strategy of Batenburg Beheer N.V. is aimed
at sustained, profitable growth from a solid financial and independent position. Its
strategy is structured from within the small-scale holding company and is discussed
at regular intervals with the Supervisory Directors and managements of the
operating companies.
The Batenburg companies aim to distinguish themselves on the basis of a flexible
and customer-focused approach and the quality of the services and products they
deliver. Long-term relationships, knowledge of customers’ processes and possible
product applications, as well as brainstorming with the customer in the engineering
phase, are highly important in this respect. To achieve this, the operating companies
need expert and motivated employees, a local presence and national cover, a good
price/quality ratio and a solid balance sheet position.




                                              Batenburg Beheer NV – Annual Repor t 2009                                            17
     r e p o rt o f t h e e x e c u t i v e b o a r d




     Financial objectives
     Batenburg Beheer N.V. endeavours to grow by at least 5% a year on average, with a
     net return on revenue of 4% and a net return on average capital invested of 12.5%.
     At least 40% of the profit is distributed annually. Batenburg Beheer N.V. wants to be
     a reliable and solid partner for all the company’s stakeholders. From a financial
     perspective, this entails a solvency target, corrected for goodwill, of at least 40%.

     In the exceptional market circumstances in the Netherlands and Belgium in 2009,
     the financial objectives were not realised to a large extent. Profits were under heavy
     pressure and significantly lower demand for our products and services meant that
     there was a clear organic diminution in revenue. A positive point is that the
     necessary measures were taken quickly and that the company showed resilience and
     flexibility, as a result of which the financial year ended with a profit. The positive
     cash flows and strong solvency also appear to be a strong argument for clients and
     suppliers to do business with Batenburg companies. The good financial position also
     enables us to provide a high payout on the lower result for 2009, as a result of which
     the shareholders also realise an attractive dividend yield.

     Structure
     The Batenburg Group has an organisational structure devolving far-reaching powers
     and responsibilities to the individual operating companies. They carry out their
     activities in a way that preserves their own identity and are individually responsible
     for their sustainable, profitable continuity. This stimulates entrepreneurship at the
     base of the organisation to the fullest extent possible. Having said that, there is
     'freedom in restraint'. The correlation in the implementation of the strategy is
     stimulated through central support in such disciplines as ICT and purchasing.
     Cooperation and the exchange of knowledge are stimulated through central training
     and regular group specialist meetings.

     New policy emphases
     In the last years, a strong concentration arose in the energy sector. The number of
     energy companies in the Netherlands has rapidly been reduced to a limited number
     of major players. The company responded adequately to this by concentrating the
     supply for this client group in one of our trading companies in order to remain an
     attractive negotiating partner and supplier for these larger clients.
     More recently, we have seen a similar trend among some of the clients of our
     installation companies. In the past, we worked for a significant number of regional
     clients who were served from regionally-oriented installation companies in our
     Installation group, with a recognisable local image. However, for some years now
     clients in industry and the wet infrastructure segments have been transferring
     production activities to locations outside the Benelux region, while the (remaining)
     activities have been upscaled. In non-residential construction, the local character is
     also diminishing with a shrinking supply of work. There is then a flight to the
     contracting market, where price is the primary guide for granting tenders, possibly
     in combination with the action plan. The final development we have observed is that




18   Batenburg Beheer NV – Annual Repor t 2009
                                               r e p o rt o f t h e e x e c u t i v e b o a r d




our revenue of national retail organisations is growing, strengthened by the recent
acquisition of the activities of vanPanhuis and OSP.

These developments led to a change in the emphases in the decentralised
implementation of the strategy, which has been successful for years. A start was
made on the envisaged changes in 2009. Without wishing to abandon the
decentralised organisational structure completely or damage local enterprise, more
attention is devoted to co-operation and there is more central steering of some
elements. In addition to the aim of responding more effectively to the requirements
of clients and suppliers, the company emphatically aims to address certain matters
still more efficiently than in the past. A number of priorities were formulated here
for the different segments.

installation
• In the non-residential construction market, demand for all-round installations is
    rising, driven by demand for sustainable buildings and living environments. At
    the same time, the area served by a company or branch is diminishing, partly
    through growing congestion on the roads. In the past, the Batenburg companies
    were primarily electrical engineering installation companies. The acquisitions
    policy will therefore be aimed at acquiring more knowledge and capacity in the
    field of climate control technologies. New branches must also contribute
    towards the maintenance and expansion of the service areas. The acquisition of
    the Meurs and OSP/vanPanhuis companies in 2009 by Van Dalen
    Installatietechniek was a first step towards increasing mechanical engineering
    know-how in the Batenburg Group.
• Several of our installation companies offer national maintenance and servicing,                 Schekman
    particularly in the retail sector. In order to serve clients as effectively and               Electrical installations for the new-built
    efficiently as possible, it is desirable to intensify co-operation in this field within       distribution centre Weteringsepoort
    the group and with external parties. The said acquisition of OSP in Putten forms              in Wijchen on behalf of Papyrus and
    the cog for the creation of a national service organization with its own branches             DHL.
    and external support points.
• Our installation companies Beenen, Koldijk and JB Systems (part of the
    Hoogendoorn Group) offer clients in industry and the wet infrastructure
    advanced services in the field of process automation and machine operations.
    The separate market approach does not sufficiently reflect the fact that together,
    these companies are a prestigious player in the field of industrial automation.
    Increasing requirements for qualification and certification by certain client
    groups and suppliers makes further upscaling of the industrial automation
    activities and stronger profiling necessary. In recent years, co-operation and the
    exchange of information between the Beenen, the Industry & Infra Koldijk
    business unit and JB Systems has already grown considerably. In connection
    with this, ways to improve profiling to the market and to further intensify the
    co-operation are being investigated.




                                               Batenburg Beheer NV – Annual Repor t 2009                                              19
20   Batenburg Beheer NV – Annual Repor t 2009
                      hoofdstuk




DataVision is a trading activity of the Hoogendoorn Group.
For many years, we have been the leading vision distributor
in the Benelux region.


WHAT ViSiON CAN MEAN FOR YOU!
Vision can be described as the discipline in which ‘the computer gains eyes’. One of
the most common vision applications is the inspection of manufactured goods such
as semiconductor chips, cars and pharmaceutical products. Today, vision systems
are also used in non-industrial environments such as sports, opticians, behavioural
and kinetic analysis, trans-reality and 3D scans. Regardless of the application, vision
systems are compiled of components such as digital cameras, lenses, lighting and
image processing software.
DataVision is the biggest distributor of these vision components in the Benelux
region. We supply clients with everything they need to set up a vision system,
including technical support. To make this possible, we work closely with various
international A-suppliers. The vision projects are implemented at the client by a
network of certified Integration Partners.

A striking example of such a project is that of a producer of plastic rings that are
used in the sealing mechanism for office files. The producer wanted a guarantee that
the files could stand up to intensive daily use, year after year. The challenge for
DataVision was to check the 5-millimetre rings for defects and sharp edges with a
speed of at least 600 parts per minute.

Fast, sensitive digital cameras were needed to produce clear, sharp images during
production. This is achieved with two AVT cameras. The images produced are
quickly analysed for burrs and irregularities with HALCON software for image
processing. Defective parts are automatically rejected and removed with compressed
air before they reach the next test station.
Our client can guarantee the most demanding customer that each individual ring that
leaves the factory has been 100% checked. For them, perfect quality of the millions
of small white rings was well worth the investment in a vision system.




                      Batenburg Beheer NV – Annual Repor t 2009                           21
     r e p o rt o f t h e e x e c u t i v e b o a r d




     Trading
     • In 2009, cost awareness was high and planned major investments were
        postponed or cancelled due to the difficult economic conditions. Cost control
        will remain a focus of increased attention in 2010. Possibilities for achieving
        further cost synergies in the support services of the trading companies are being
        investigated further.
     • Individually, the trading companies hold good market positions. They contact
        their clients on the basis of the existing product range and the accompanying
        knowledge. In order to be able to grow faster, as start was made on cross-selling
        to the industrial clients in the final quarter of 2009. The first successes have now
        been achieved and this approach will be continued in 2010. Attention will also
        continue to focus on external growth in order to improve market positions,
        achieve scale benefits and diminish the risks of loss of business.

     All in all, this presents us with a number of important challenges and changes that
     we consider necessary in order to emerge stronger from the recession.

     Risk management
     The main risks and the design and operation of the risk management systems at
     Batenburg Beheer N.V. are explained below by reference to best practice II.1.4 of
     the Corporate Governance Code.
     In 2009, risk management within Batenburg Beheer N.V. was further improved.
     Following a phase focusing on risk awareness and risk reduction, the Batenburg
     Enterprise Risk Management (BERM) system entered a new phase. This is focused
     still more on controlling risks with the aid of ‘key controls’. Through regular
     interactive determination of the main risks at the companies, the system and the
     risk-limitation approach is kept up to date. The approach concentrates on the key
     areas of Sales and Marketing, Procurement and Logistics, Personnel, Project/
     Production Management, Strategy, Legal and Compliance, Automation, Taxes and
     Reporting.

     With its installation and trading activities, Batenburg Beheer N.V. is exposed to a
     considerable variety of risks. Set out below is an overview of the main risk areas at
     present. The main risks are explained in more detail below.

     Strategic
     The Batenburg operating companies are positioned in relatively open and
     transparent sales markets, which promote competition. In technical installation,
     competition often focuses on price when demand is falling, even for complex orders
     where the total cost of ownership is actually more important than the initial
     investment. In technical trading, some product lines are hampered by producers that
     offer the products direct via web applications.
     Generally speaking, acquisitions carry higher risks than organic growth. In mature
     sales markets with limited annual growth, however, acquisitions are necessary in
     order to achieve the envisaged growth. Prior to an acquisition, close attention is
     devoted to the match between the culture of the company to be acquired and the



22   Batenburg Beheer NV – Annual Repor t 2009
                                             r e p o rt o f t h e e x e c u t i v e b o a r d




Distribution of risks                       installation          Trading             Group


Strategic
Positioning                                       ++                 ++                 ++
Acquisitions                                      ++                 ++                 ++


Operational
Economic conditions                               ++                 ++                 ++
Labour market scarcity                            ++                 ++                 ++
Project control                                   ++                 -/+                ++
ICT dependency                                    ++                 ++                 ++
Dependency on customers/suppliers                  +                 ++                  +
Management continuity                              +                  +                  +
Innovation                                         +                  +                  +
Catastrophes                                      -/+                 +                 -/+


Financial
Working capital                                   ++                 ++                 ++
Contract partners' buffer capital                 ++                 ++                 ++
Price volatility of raw materials                 ++                 ++                 ++
Wage adjustments                                   +                  +                  +


Compliance with laws and regulations
Safety and environment                             +                 -/+                 +


Reporting
Accurate reporting                                -/+                -/+                -/+


Notes:
Probability and impact of risk:                   low                -/+
                                                present               +
                                                  high               ++

Batenburg culture. We also regard continuity in management and senior executives
following an acquisition as extremely important in order to achieve good integration.

Operational
Spreading the activities to groups of customers and sub-markets somewhat limits
their cyclical sensitivity. The early-cyclical nature of the Trading group and the
late-cyclical nature of the Installation group also have a mitigating effect. However,
a general recession, such as that of the past year, impacts on Batenburg Beheer N.V.
as well. Despite the attention to cost reductions for more efficient operations, we
cannot ignore the fact that the shortages of technically and commercially trained
personnel will continue in the years ahead. Demographic factors are partly to
blame, but the limited intake of students for technical training courses is cause for
concern. It is important that young people join the workforce to facilitate the



                                             Batenburg Beheer NV – Annual Repor t 2009          23
                                           r e p o rt o f t h e e x e c u t i v e b o a r d




                                           continual transfer of knowledge and to limit the rise in average hourly wages.
                                           Contacts with schools, offering work-placements and on-the-job training, and
                                           attractive career prospects are highly important for the recruitment and retention of
                                           employees. Project control is especially important for the installation companies.
                                           We see an increase in larger, complex contracts, including design and construction
                                           contracts secured and carried out in the past year. With larger multi-disciplinary
                                           projects, it is becoming increasingly important to carefully define the risks and
                                           liabilities of contracting parties before the work starts. This applies to both the
                                           demarcation of the work to be carried out and to the consequences if one of the
                                           parties fails in its duties, as well as for the establishment of guarantees relating to the
                                           period after delivery. In day-to-day activities many employees depend on the
                                           proper operation of ICT systems. Much has been invested in recent years in
                                           curbing ICT risks by the implementation of new ERP systems and the central
                                           storage and management of data. The tightening of procedures aimed at a high
                                           degree of integrity, confidentiality and availability of electronic data is receiving
                                           constant attention. Further uniformity in the ERP systems used is considered
                                           desirable for the purpose of information exchanges, risk management and efficiency.

                                           Financial
                                           Significant financial risks include the working capital (particularly accounts
                                           receivable and inventories) and the buffer capital of contract partners. In 2009,
                                           management of stocks and debtors was tightened and this will continue in 2010. A
                                           fair number of financial problem situations are expected in the coming year,
                                           particularly in the construction sector and the related companies. The persistent frost
                                           in early 2010 means that contractors could run into difficulties if they are unable to
Wisse                                      invoice for a longer period. The field of tension in managing stock levels will
All technical installations for the new-   increase in 2010. On the one hand, it is necessary to guard against technical
built church “Ontmoetingskerk” of the      obsolescence of stocks with lower sales volumes. At the same time, we see a fair
Orthodox Reformed Church (Goes).           number of logistical problems arising at foreign production suppliers that have
                                           substantially reduced production capacity in the past two years. Sharply rising
                                           delivery times were already causing problems in global procurement of electronic
                                           components at the start of 2010, for example. The volatility of raw material prices
                                           could increase as the economy recovers, and affect cost prices in the Installation and
                                           the Trading group. Wage adjustments will be controlled in 2010. When the economy
                                           grows, labour market shortages for technical and commercial staff will re-emerge.

                                           Reporting
                                           The reporting system is important for risk management. The Batenburg Beheer N.V.
                                           units provide monthly reports covering key financial and operational elements such
                                           as production and revenue, debtor and stock positions, offers and orders, work in
                                           hand and the order positions, invoicing and cash flows. Each quarter, a consolidated
                                           balance sheet and an income statement are drawn up, with notes. Budgets for the
                                           current year are updated in the course of the year on the basis of forecasts by the
                                           managements of the operating companies. Quarterly reports are discussed with the
                                           Supervisory Board.




  24                                       Batenburg Beheer NV – Annual Repor t 2009
                                              r e p o rt o f t h e e x e c u t i v e b o a r d




Risk management and control systems
As a general rule, exposure to risk has to be proportionate to the scale of the
activities concerned and the return achieved. We examine on a case-by-case basis
whether it is worthwhile to mitigate the risk, by insuring it, for instance, or bearing it
ourselves but identifying it beforehand as much as possible.

At Batenburg Beheer N.V. risk management has different facets. The risks relating
to strategy, compliance and financial reporting are regular topics of discussion in
consultations attended by varying representatives of the Supervisory Board, the
Executive Board of the holding company, and the managements of the operating
companies. Supervisory Directors pay regular visits to operating companies to keep
abreast of developments in their business operations. The managements of the
operating companies are responsible for the operation of their own risk management
systems and report their findings to the holding company through the BERM. The
system is based on the premises of the COSO model, and has been tailored to the
specific activities of the two segments Installation engineering and Technical trading
of the Batenburg Group. The findings and risk-control measures are recorded
internally and are discussed regularly with the managements of the operating
companies. The outcome is then discussed in a meeting between the Executive and
Supervisory Boards.

The Batenburg Beheer N.V. financial management system includes overseeing the
realisation of the operating companies’ policy plans. The holding company verifies
beforehand whether the proposed approach is compatible with group objectives.
After jointly adopting the plans, the managements of the operating companies are
accountable and report through a fixed reporting structure, by means of interim
meetings with the holding company, financial statements and a formal meeting of
shareholders per operating company. Other elements of the management system
include involvement of the Executive Board of the holding company in substantial
capital expenditure decisions, the contracting of large contracts, appointments and
dismissals of key staff members and the financing and insurance of the operations.

Using a risk-focused approach, the auditor reviews each year the main aspects of the
design and operation of the accounting system and embedded internal controls. In
planning his audit, he makes use of the BERM records. His findings are reported to
the managements of the operating companies, the Executive Board of the holding
company and the Supervisory Board. Both the Executive Board of the holding
company and the managing directors of the operating companies issue a Letter of
Representation by reference to the financial statements.

The Executive Board is aware that despite all the efforts to that effect the
management systems in place cannot provide absolute assurance that the objectives
will be attained, nor that these systems can entirely prevent material misstatements,
loss, fraud and acts in breach of laws and regulations. The purpose of the systems is
to enable the Batenburg Group to continue doing business in a responsible and




                                              Batenburg Beheer NV – Annual Repor t 2009          25
                                   r e p o rt o f t h e e x e c u t i v e b o a r d




                                   controlled manner. Risk management is used in a positive manner to ensure that it
                                   contributes to a better management of processes and to calculated and responsible
                                   risk-taking.

                                   in Control Statement
                                   The Executive Board is responsible for the design and effectiveness of the risk
                                   management and internal control systems. The Executive Board of Batenburg
                                   Beheer N.V., to the best of its knowledge and with due regard for the foregoing, is of
                                   the opinion:
                                   • that the risk management and internal control systems provide reasonable
                                       assurance that the financial reporting does not contain any material
                                       misstatements;
                                   • that the risk management and internal control systems have operated properly in
                                       the year under review; and
                                   • that there are no indications that the risk management and internal control
                                       systems will not operate properly in the current year.

                                   Corporate Governance
                                   The Supervisory Directors and Executive Board of Batenburg Beheer N.V. generally
                                   endorse the principles of good corporate governance set out in the Dutch Corporate
                                   Governance Code (‘the Code’). The pivotal principle is that the company, directors
                                   and regulators must aim for long-term continuity and seek to maximise benefit for
                                   the company’s stakeholders. Balanced and honest representation and independent
                                   supervision are key elements in ensuring a good relationship with shareholders,
                                   which also benefits from clear and open communication. The Corporate Governance
IJsselmuiden                       Statement can be viewed on the website of the Company (www.batenburg.nl).
Electrical installations for the
TransPort project at Schiphol.     Batenburg Beheer N.V. is a dual-board company with an Executive Board and an
                                   independent Supervisory Board (the statutory two-tier regime). Outlined below are
                                   the salient points of the Corporate Governance structure.

                                   Executive Board
                                   The Executive Board is in charge of the management of Batenburg Beheer N.V. and
                                   is responsible for the strategy and its implementation. Further, the Executive Board
                                   is responsible for the operation of the internal risk management and control systems
                                   and compliance with laws and regulations. The Executive Board informs the
                                   Supervisory Board of developments and activities, meets with Supervisory Directors
                                   on significant matters and submits important decisions to the Supervisory Board
                                   and/or the General Meeting of Shareholders.

                                   The current two members of the Executive Board have been appointed for an
                                   indefinite period. The reference framework used to determine the Executive Board’s
                                   remuneration policy comprises listed companies whose activities (professional
                                   services sector) resemble as closely as possible the nature and complexity of
                                   Batenburg Beheer N.V.’s activities. The remuneration of the Executive Board




  26                               Batenburg Beheer NV – Annual Repor t 2009
                                             r e p o rt o f t h e e x e c u t i v e b o a r d




appointed under the company’s Articles of Association consists of a fixed and a
variable income component, the latter not amounting to more than 50% of the
former. The variable part is linked to the degree to which the targeted net return on
average capital invested is achieved.

Supervisory Board
The task of the Supervisory Board is to oversee the policies of the Executive Board
and the affairs and position of the company and its business operations. It assists the
Executive Board with advice. In the execution of their task, Supervisory Directors
focus on the interests of the company and its business operations. Given the size of
the Supervisory Board (three members), no separate audit, appointment or
remuneration committees have been put in place. Instead, these tasks are performed
by the Board as a whole. Supervisory Directors are nominated by the Supervisory
Board based on the outline profile and are appointed by the General Meeting of
Shareholders, as a rule for a term of four years. Works Councils have an enhanced
right of recommendation for one third of the number of members of the Board.

Compliance officer
The compliance officer oversees compliance with the following regulations: the
Batenburg Beheer N.V. Regulations on the Ownership of and Transactions in
Securities, the Corporate Governance Code, the Batenburg Beheer N.V. regulation
concerning suspicions of abuses (the Whistleblower Regulation), and the Code of
Conduct. No reports of breaches of these regulations were received by the
compliance officer in 2009, nor were any conflicts of interest identified among
Supervisory Directors or Executive Board members. The remuneration of
Supervisory Directors was not dependent on the company's results or performance.                TPC
                                                                                                TPC uses Mydata SMD machines
General Meeting of Shareholders                                                                 for efficient placement of electronic
A General Meeting of Shareholders is held at least once a year. The main powers of              components on printed circuit boards.
the General Meeting of Shareholders are to adopt the financial statements, approve
the appropriation of net income, endorse the policies pursued by the Executive
Board, endorse the supervision exercised by the Supervisory Board, adopt the
remuneration of the Supervisory Directors, approve the policy concerning the
Executive Board’s remuneration, appoint members of the Executive Board,
Supervisory Directors and the auditor, approve amendments to the Articles of
Association and authorise the purchase and issue of shares. An Extraordinary
General Meeting of Shareholders was convened in October 2009, the subject on the
agenda being the appointment of Mr P.A. Sluiter as a Supervisory Director of the
company.

Organisation and personnel

Organisation
The organisational structure of Batenburg Beheer N.V. is aimed at facilitating local
enterprise within the alliances and objectives of the group as a whole. The small-




                                             Batenburg Beheer NV – Annual Repor t 2009                                          27
28   Batenburg Beheer NV – Annual Repor t 2009
                      hoofdstuk

Corporate social responsibility (CSR) is no passing fad for
Koldijk, but a condition for continuity that forms part of the
organisation’s DNA.



 KOLDijK TAKES RESPONSiBiLiTY
Koldijk wins installation orders from the market that are performed as effectively
and profitably as possible. For Koldijk, profit is also an absolute condition for
continuity. But ultimately what always matters most are the processes and people
who are facilitated by the installations. Koldijk therefore takes responsibility for
the results, together with its clients. This is what gets the best out of people.
Working together means achieving better results together. That philosophy
determines the relationship with clients and with our own staff. There are good
reasons why Koldijk can carry the ‘Top Employer’ label. Care for employees,
precisely now that the economy is struggling, is a deeply embedded feature of the
business. In addition to technology, the human factor will become an increasingly
crucial success factor. Ultimately, engineering and installation are ‘people’s
businesses’ too.

 Minimum environmental burden
 At Koldijk, responsibility extends well beyond the duration and scale of a project.
 Every installation always places a burden on the environment. Koldijk’s activities,
 too, inevitably burden the environment. That realisation is the start of responsibility.
 Koldijk therefore sees restricting the environmental burden to the absolute
 minimum as a self-evident duty.
- This is why Koldijk has already worked for more than 20 years to build
  installations that are as energy-efficient and low maintenance as possible.
- This is why Koldijk was working on extremely careful processing of wastes even
  before this became common practice.
- This is why Koldijk installs daylight-dependent switching systems wherever
  possible.
- And this is why almost all Koldijk’s company cars carry the A energy label.

More than commercial contacts
For some years now, Koldijk has invested in meetings between businesses and
social organisations. This often results in very concrete small-scale projects in
which Koldijk staff work individually or company-wide for an appealing goal. The
added value lies primarily in the personal sense of responsibility and the
involvement of clients and employees in these projects.

For Koldijk, CSR is not just a question of responsibility but also quite simply an
economically sound principle: benefits for all concerned




                      Batenburg Beheer NV – Annual Repor t 2009                             29
     r e p o rt o f t h e e x e c u t i v e b o a r d




     scale holding company, with a strong financial and strategic character, defines the
     frameworks, creates the conditions for achieving the objectives and co-ordinates
     supra-operating company interests. This involves increasing attention to
     co-operation and the exchange of knowledge between the operating companies in
     fields including controlling, purchasing, ICT and contract management. The
     decentralised approach encourages the companies to be alert and alive to customers’
     needs, and boosts the commitment of employees. The Batenburg Group also has the
     necessary consultative structures through which knowledge is exchanged between
     certain professional groups. The profiling of the subsidiaries increasingly shows that
     they are part of the strong, financially sound Batenburg Group. In view of all the
     market developments outlined above, the profiling will be sharpened further in 2010.



     Employees
     Human capital is the Batenburg Group’s most valuable asset in its efforts to
     accomplish its objectives. Its policies consequently focus, and will remain focused
     on being an employer of choice able to attract and retain skilful people. It succeeds
     in this by offering competitive salaries, good training facilities, and a corporate
     culture that encourages initiative and self-development on the part of employees.
     Batenburg Beheer N.V. was once again selected by the independent accredited
     Corporate Research Foundation (CRF) as ‘Top Employer’ in the Netherlands for
     2010, a recognition that finds an enthusiastic response in the labour market.

     The number of employees at year-end 2009 stood at 1,015, slightly lower than in the
     previous year (2008: 1,029). Sharp staff changes occurred during 2009. Jobs were
     lost as a result of the recession and cost-saving measures at various operating
     companies. The necessary redundancies and non-renewal of temporary contracts
     reduced the headcount by 7%. At the same time, the number of employees increased
     again by 5% through the acquisitions of Meurs, vanPanhuis and OSP. Overall, the
     number of employees in installation engineering remained virtually unchanged,
     while that in trading declined slightly. Almost all employees work in the
     Netherlands.

     Number of employees at year-end                     2009          2008        Change
     Installation engineering                              832           834          -0.2%
     Technical trading                                     183           195          -6.2%
     Total                                              1,015          1,029          -1.4%


     Average revenue per employee fell 9% in 2009, from EUR 151,500 to EUR
     138,700. This amount was distorted by the vanPanhuis and OSP employees in the
     year-end figure for 2009, who had then worked productively within the Batenburg
     Group for only one quarter. The fall in revenue per employee corrected for this fact
     was just over 4%. The revenue for 2009 also includes 25% less work sub-contracted
     to third parties than in 2008, which also reduced the revenue per employee.




30   Batenburg Beheer NV – Annual Repor t 2009
                                            r e p o rt o f t h e e x e c u t i v e b o a r d




Sickness absences increased to 4.4% (2008: 3.5%), primarily as a result of higher
than average sick leave in the Installation group. The operating companies strictly
monitor short absences, but a number of long-term illnesses had a negative impact
on the outcome.

Training
Well-trained and motivated employees are extremely important for achieving the
company's objectives. In the past year, in particular, frequent use was made of the
training courses of the Training Fund for the Technical Installation Business
('OTIB'). Batenburg Beheer N.V. also once again organised various in-company
training courses for staff and cadres of the operating companies in 2009, in subjects
including procurement and contract management. Intercompany exchange of
knowledge is facilitated through meetings for project leaders, accountants,
controllers, P&O staff and others. These enhance day-to-day know-how and
promote intercompany contacts.

Group Council and CPi
The Group Council is a consultative platform for the Executive Board of Batenburg
Beheer N.V. and the managements of the operating companies about important
developments affecting our group of companies. The Group Council formally meets
twice a year and a strategy or knowledge oriented session lasting several days is
organised once a year. However, several sessions relating partly to the austerity
measures to be implemented and partly to the utilisation of growth opportunities in
times of recession were organised in 2009.
The holding company’s Executive Board meets with works councils and employee
representatives from the companies in the CPI about developments relevant to
Batenburg Beheer N.V. Some of the companies have their own works council
corresponding to the size of the company, while at other operating companies
consultations are held in accordance with the guidelines for companies with up to 50
employees.

Measures in 2009
The trading businesses and installation companies focusing on industrial sectors, in
particular, had to deal with sharply diminishing customer demand for their products
and services from as early as the end of 2008. The companies steered strongly for
cost reductions, including in their relatively high personnel costs. Various operating
companies took measures based on the principle of ‘jobs before income’. In practice,
this meant that employees showed a strong propensity to make financial sacrifices,
including waiving pay increases and profit sharing. In all cases, constructive and
supporting talks were conducted on the measures taken with the relevant Works
Councils and staff representatives. The management and all staff of the holding
company also voluntarily waived part of their profit share in order to emphasise their
solidarity with the operating companies.




                                            Batenburg Beheer NV – Annual Repor t 2009          31
     r e p o rt o f t h e e x e c u t i v e b o a r d




     Thanks to the employees
     In the past year, under the circumstances outlined, a great deal was asked of our
     employees. Lower revenues often do not mean that there is less work to do.
     Precisely in those circumstances, commercial efforts increase and often, smaller
     orders and jobs must be completed, which calls for extra logistical efforts and
     flexibility. Financial sacrifices were also called for. Precisely in these difficult times,
     mutual solidarity and willingness to make extra efforts has proved to be high. We
     would like to express our gratitude to all employees for the efforts and solidarity
     shown. The coming year will also bring a fair number of challenges. Through
     increasing co-operation, we will be able to meet these challenges effectively.

     Corporate social responsibility
     Aware of its corporate social responsibility, Batenburg Beheer N.V. takes into
     account the impact of its activities on the environment and the community. This
     means that the interests of stakeholders and the living and working environment
     must be brought into line. Transparent, ethical and socially responsible conduct,
     while being mindful of all stakeholders, are therefore important principles for the
     Batenburg companies and their employees. The practical vision that is applied on a
     group-wide basis is that norms and values have to be apparent above all in the
     culture and conduct of management and employees and not just be enforceable or
     presupposed on the basis of elaborate reports and codes. A code of conduct endorsed
     by all employees contains the norms and values of Batenburg Beheer N.V., and there
     is a whistleblower regulation that enables infringements of the code of conduct or
     other regulations to be reported.

     For Batenburg Beheer N.V., investing in the knowledge of employees, in working
     conditions, as well as in relationships with suppliers and customers is essential. The
     company’s re-election as Top Employer 2010 shows that working conditions and
     opportunities for development are high on the agenda at Batenburg Beheer N.V. The
     workplace must be safe, and working conditions are in accordance with recognised
     evaluation and environmental guidelines and quality systems such as VCA and ISO.
     Occupational health and safety officers play an active role in the improvement of
     working conditions and the prevention of unsafe working conditions. Toolbox
     workshops in the installation companies and the identification of risks contribute to
     a regular employee review and instruction in the field of safety at work.

     The Batenburg Group must be an employer of choice where employees can continue
     to develop. Key cultural elements are a sense of responsibility and respect for others
     within and outside the company. The Batenburg Group offers training placements
     for young people at several of its companies. Employees sit on technical trade
     committees of industry associations. The companies also demonstrate their social
     involvement by contributing to various local social and cultural events.

     At both the European and the national level, standards are being set in order to
     achieve a more sustainable society in the coming years. Themes such as sustainable




32   Batenburg Beheer NV – Annual Repor t 2009
                                           r e p o rt o f t h e e x e c u t i v e b o a r d




government procurement, green buildings and CO2 reductions are increasingly
concrete subjects of discussion in winning and executing orders. Some examples of
products and solutions that contribute towards a green future are:

•   Our installation engineering business was one of the initiators of the Energy
    Innovation Business Centre (BEI). The BEI advises companies and institutions
    on an integrated approach focusing on the quality of the building and technical
    approach, the living climate and the return on investments.
•   Many of our activities relate to lighting. The use of LED lighting is growing
    because it requires little maintenance and is energy-efficient. Depending on the
    application chosen, the trading companies apply their knowledge in the field of
    cooling in order to make the best possible use of the benefits of LED.
•   Our companies also make a contribution in the field of sustainable water
    supplies, through projects in the field of water recovery and waste water
    treatment.
•   In the construction and maintenance of energy infrastructure, cables are cleaned
    at the locations where connections are made. We recently introduced
    environmentally-friendly cleaning products for this purpose, which leave no
    damaging residues, eliminate health and safety risks and avoid pollution.

Financial review

iFRS
We report in accordance with the International Financial Reporting Standards that
have been accepted and declared applicable by the European Union (EU IFRS).
Changes implemented in 2009 had no effect on the company's results. The changes               HPR
made in the IFRS that have yet to be accepted by the EU are expected to have only a           HPR Techniek designed-in
limited impact on the company’s financial reports.                                            and supplied a special Bulgin
                                                                                              illuminated pushbutton switch for
Revenue                                                                                       the secured Matrix-gas hobs from
Net revenue in 2009 amounted to EUR 140.7 million, which was 10% lower than                   Atag Nederland.
the revenue in 2008 (EUR 156.0 million). The organic diminution in revenue in
comparison with 2008 was 11%. The revenue of the installation companies was
reasonably evenly spread throughout the year but was still 8% lower on average than
in 2008. The revenue of the trading companies was 13% lower on average than in
the preceding year. 95% of the revenue was generated in the Netherlands (EUR
134.1 million) and 5% outside the Netherlands (EUR 6.6 million), the majority of
this within the EU. The installation business accounted for about two thirds of the
total revenue and the trading business for about one third.

Staff costs
Average wage costs per employee increased by 1.8% in 2009. This includes the 3%
adjustment as of 1 February 2009 laid down in the collective labour agreement
(CAO) for the Metal and Technology sector and the one-off CAO payment in
November 2009. The number of employees fell slightly in comparison with 2008.




                                           Batenburg Beheer NV – Annual Repor t 2009                                 33
                                     r e p o rt o f t h e e x e c u t i v e b o a r d




                                     Personnel costs (wages, social insurance charges and pension charges) as a
                                     percentage of revenue increased from 30% to 34%, mainly as a result of the lower
                                     revenue and less sub-contracting in 2009.

                                     Other operating expenses
                                     These costs include accommodation, selling and office expenses, travel and
                                     accommodation expenses, other staff costs and general overheads costs. In absolute
                                     terms, these costs were similar to those in 2008, but rose by one percentage point as
                                     a percentage of revenue, to 11.7%.

                                     Depreciation
                                     Despite the controlled investment pattern, the total depreciation charge increased
                                     from EUR 2 million in 2008 to EUR 2.2 million in 2009. The increase was primarily
                                     due to higher capital expenditure on ERP systems and machines in 2008, among
                                     other things, which were not yet fully recognised in that financial year.

                                     Operating income
                                     The operating income amounted to EUR 3.6 million (2008: EUR 7.3 million). A
                                     sum of EUR 0.8 million was recognised for severance costs in 2009 as a result of
                                     restructuring measures taken at various operating companies.

                                     Financial income
                                     At EUR 0.2 million, financial income in 2009 was higher than in 2008 (EUR 0.1
                                     million). Cash assets rose gradually during the year, from EUR 5.4 million at the
                                     start of the year to EUR 16.1 million at year-end 2009. The operating cash flow was
Koldijk                              EUR 15.7 million (2008: EUR 5.1 million), EUR 10.3 million of which was due to
Desing & construct project for the   lower stocks and receivables and higher liabilities at the year-end. The higher
escape lighting at the subway line   liability at the year-end includes the effect of the VAT, which was charged quarterly
Amsterdam/CS-Amstelland.             rather than monthly.

                                     Corporation tax
                                     The effective tax burden amounted to 19.7%, which was slightly higher than in the
                                     preceding year.

                                     Net income and earnings per share
                                     Net income amounted to EUR 3.1 million, which was 49% lower than in 2008 (EUR
                                     6.0 million). Earnings per share turned out at EUR 1.27 (2008: EUR 2.50). The net
                                     return on revenue was 2.2% (2008: 3.9%).

                                     Dividend
                                     Taking account of the sound financial position, the Executive Board proposes to fix
                                     the dividend for the financial year at EUR 1.00 per ordinary share. The pay-out will
                                     then amount to 79% of the net income, compared with 48% in the preceding year.
                                     The dividend yields amount to 4.4% of the closing price of Batenburg Beheer N.V.
                                     shares at year-end. In compliance with Article 33 of the Articles of Association, a




  34                                 Batenburg Beheer NV – Annual Repor t 2009
                                             r e p o rt o f t h e e x e c u t i v e b o a r d




dividend of 5% is paid out for the priority shares, amounting to EUR 0.12 per share.
If the General Meeting of Shareholders adopts the financial statements and the
dividend proposal, the dividend on ordinary shares of EUR 1.00 per share will be
made payable on 11 May 2010. A sum of EUR 2.4 million will thus be paid out and
EUR 0.7 million will be appropriated to the other reserves.

Equity
Until the proposed dividend has been approved by the General Meeting of
Shareholders it will be included in the unappropriated result forming part of equity.
At 2009 year-end, solvency thus amounted to 60%. In a balance sheet adjusted for
capitalised goodwill, solvency would amount to 53%.

Working capital and capital invested
Total assets at 2009 year-end were slightly higher than at the 2008 year-end (EUR
75.2 million), at EUR 77.2 million. Net working capital including cash rose from
EUR 22.2 million to EUR 23.0 million at the 2009 year-end. Trading receivables
and stocks in particular fell sharply, to the benefit of cash assets. This was due to a
lower level of activities and good working capital management. Work in progress at
2009 year-end fell from EUR 35.2 million at year-end 2008 to EUR 30.3 million, a
diminution of almost 14%. Liabilities increased, partly as a result of quarterly VAT
payments, instead of monthly payments. Capital invested rose fractionally in 2009
from EUR 47.5 million to EUR 47.7 million. The net return on average capital
invested came to 6.4% (2008: 13.1%).

Cash flow, financing and capital expenditure
Cash flow (net income plus depreciation) amounted to EUR 5.3 million, compared                  Van Dalen
with EUR 8.0 million in 2008. Cash flow from operating activities amounted to                   Electrical installations for the new
EUR 15.7 million (2008: EUR 5.1 million). Capital expenditure in 2009 was                       premises of the Verkerk Group
considerably lower than in 2008 (EUR 1.0 million, compared with EUR 1.9 million                 in Hoevelaken, designed by EGM
in 2008). An amount of EUR 1.0 million was invested in relation to acquisitions. A              Architects.
dividend of EUR 2.9 million was also paid out in 2009. Overall, cash and cash
equivalents increased by EUR 10.7 million in 2009 compared to the year-end of
2008.

Outlook

General economic review
The economy shrank faster than was originally expected during the recession of
2009. At the start of 2010, the macro-economic outlook is still uncertain. Although
Dutch producer and consumer confidence had improved somewhat in comparison
with a year earlier, unemployment was still rising. In 2010, market parties will once
again have to make greater efforts than in the past to obtain funding for investments
and the sharply higher government budget deficit must be brought down. In the
current political situation, it is difficult to assess which combination of cuts and
increased charges will be chosen for that purpose. However, the positive effect of




                                             Batenburg Beheer NV – Annual Repor t 2009                                      35
                                     Functioneren
                                     In een bijeenkomst zonder de Directie is het eigen functioneren alsmede de
                                     samenstelling van de Raad van Commissarissen en het functioneren van de Directie
                                     t enige regelmaat is er contact tussen de voorzitter van ons college en de president-
                                     directeur over verschillende actuele zaken. In drie vergaderingen is met de Directie
                                     en de accountant gesproken over de bevindingen bij de controle en de werking van
                                     de interne beheersingssystemen, de halfjaarcijfers en de jaarrekening. Tijdens dit
                                     overleg is door commissarissen ook buiten de aanwezigheid van de Directie met de
                                     groepsaccountant gesproken over zijn bevindingen Jaarlijks wordt de
                                     onafhankelijkheid van de accountant ten opzichte van Batenburg Beheer getoetst.

                                     In een bijeenkomst zonder de Directie is het eigen functioneren alsmede de
                                     samenstelling van de Raad van Commissarissen en het functioneren van de Directie
                                     t enige regelmaat is er contact tussen de voorzitter van ons college en de president-
                                     directeur over verschillende actuele zaken. In drie vergaderingen is met de Directie
                                     en de accountant gesproken over de bevindingen bij de controle en de werking van
                                     de interne beheersingssystemen, de halfjaarcijfers en de jaarrekening. Tijdens dit
                                     overleg is door commissarissen ook buiten de aanwezigheid van de Directie met de
                                     groepsaccountant gesproken over zijn bevindingen Jaarlijks wordt de
                                     onafhankelijkheid van de accountant ten opzichte van Batenburg Beheer getoetst

                                     Benoemingen
                                     In 2007 zijn de heren G. van Ginkel RA (TPC Electronics) en Th.J. Ockhuijsen
                                     (Installatiebedrijf en Ingenieursbureau Koldijk) door de Raad van Commissarissen
                                     benoemd in de Groepsraad van Batenburg Beheer De Raad van Commissarissen
Plaatsnaam                           heeft voorts de heer drs. E.M. Bosma RV per 1 maart 2008 benoemd tot statutair
Dit is een tijdslijn. Hier wordt     directeur van Batenburg Beheer N.V. Over deze benoeming is een positief advies
een (bijzonder) business-moment      van de Ondernemingsraden ontvangen en het voornemen is door een persbericht op
beschreven uit het afgelopen         21 februari jl. kenbaar gemaakt aan Aandeelhouders. De heer Bosma was reeds
verslagjaar. Deze tekst is bondig.   werkzaam als titulair directeur van Batenburg Beheer N.V. en maakt sinds 1997.
Dit is een tijdslijn. Hier wordt
een (bijzonder) business-moment
beschreven uit het afgelopen
verslagjaar. Deze tekst is bondig.




  36                                                       Annual Repor t 2009
                                     Batenburg Beheer NV – Jaarverslag 2009
The Dutch rail network is one of the busiest in the world.
Dual inventive has developed a series of solutions to
make maintenance of the railway safer for the track
workers. These solutions are also more efficient, so that
the tracks can be freed for train traffic sooner.



WORKiNG SAFELY ON THE RAiLWAYS
WiTH AN iNTELLiGENT CiRCUiT
BREAKER
A section of rail track is secured by breaking the circuit between the two track portions with a
circuit breaker, in the same way as a section of track is reported as ‘in use’ by a train. The first
version of this circuit breaker had to be installed by a track worker manually, but the latest product
in the series can even be installed permanently, so that working with the Dual Inventive products
becomes even more efficient.
As a partner of Dual Inventive, Core|Vision designed the Electronics and embedded software,
making the circuit breaker ‘intelligent’. The self-signalling circuit breaker can monitor itself and
reports any problems to the user via a web interface, which was also developed by Core|Vision.
During use, the web interface also offers the possibility of checking where the circuit breaker(s) is/
are located and the new permanent version can be switched on and off via a PC or with a PDA in
the field. About 75% of contractors on the Dutch railways now work with these circuit breakers
fitted with electronic innovations.
Core|Vision B.V. is a design house that focuses on the development and implementation of custom
solutions in the field of embedded systems. These systems can consist of custom electronics (chips
and/or boards), software, standard products or a mix of these. Core|Vision can provide for the
entire development process for the client, from advice to design and production.

TPC Electronics is Core|Vision’s partner for the prototypes and final production. In the prototype
phase, TPC Electronics checks that the design is producible using a Design for Manufacturing
analysis (DFM). TPC Electronics also checks that the components applied are available and where
necessary, can submit alternatives. In the final production, TPC Electronics provides for the entire
logistical process. Various tests are conducted in the production process to ensure the quality. The
print is programmed and, after a final functional test, the product is delivered to Core|Vision.




                      Batenburg Beheer NV – Annual Repor t 2009                                          37
                                     r e p o rt o f t h e e x e c u t i v e b o a r d




                                     government investments in 2010 cannot be expected to increase and the disposable
                                     incomes of consumers will face some pressure.
                                     Exports are of key importance for industry in the Benelux region. Whether these
                                     recover in 2010 depends heavily on the recovery of world trade. While growth was
                                     strongly stimulated by the rapid growth of Asian economies and American (over-)
                                     consumption, these drivers are currently far less easy to detect. A positive factor for
                                     the development of the Dutch economy and its international competitive position is
                                     that wage increases for the coming year are generally modest.

                                     installation group
                                     In civil engineering and non-residential construction, production fell by about 8% in
                                     2009. Office voids increased further as a result of cost cuts. However, the growing use
                                     of flexible hours, in which companies use different standards for the number of square
                                     metres required, also had an effect. Further shrinkage in construction output is
                                     expected in 2010, particularly in construction of new housing and offices. As a result,
                                     prices will face further pressure.
                                     In the retail sector, the battle for the consumer's favour raged on in 2009. Consumer
                                     loyalty is sought not only through pricing but also through other elements such as
                                     store convenience, sustainability and the completeness of the range. This calls for
                                     continual innovation and investment in store concepts. We expect this picture to
                                     continue in 2010.
                                     Investments in industry fell sharply in 2009 and may rebound slightly in 2010, on the
                                     impact of a cautious recovery in world trade, which is important for the export-
                                     oriented industries. For the time being, investments by Dutch clients are expected
                                     even then to focus mostly on the maintenance and implementation of further
Bevar                                efficiency improvements. In the wet and rail infrastructure segments, demand for
Automatic filling line for Two Bin   turnkey projects, in which the contract parties take responsibility for all design,
systems.                             realisation and maintenance, is growing. Increasingly, alliances will be formed here,
                                     with the aim of reducing failure costs and optimising value for the client.

                                     The installation market usually responds to falling demand by reducing the flexible
                                     shell of temporary employees, the self-employed and temporary contract workers.
                                     Because manning can fluctuate sharply during a year, a minimum level for the order
                                     portfolio forms an important test point. In order to keep the order portfolio up to
                                     scratch, companies often resort to low bids for the reasonably continuous flow of
                                     (public) tenders. This behaviour had already become visible in the second half of
                                     2009. However, the tolerances for low bids for installers are far lower than in the past,
                                     because banks are taking a notably more critical line on financing than in the past. The
                                     number of company failures among small and medium-sized installers has therefore
                                     increased in recent months. In the coming year, clients can be expected to take an
                                     increasingly critical view of the quality and continuity of the installers with which
                                     they do business.
                                     As already mentioned, the Batenburg installation companies will adjust their market
                                     profiles in the coming period. Local enterprise and customer loyalty are still goals, but
                                     where necessary, larger or national clients and suppliers will be served more




  38                                 Batenburg Beheer NV – Annual Repor t 2009
                                             r e p o rt o f t h e e x e c u t i v e b o a r d




frequently on the basis of the strengths of the overall Batenburg Group. At year-end
2009, the scale of the work in hand at the installation companies was still similar to
that of a year earlier. The quality of the work in hand had diminished, however,
because market prices have been under pressure since mid-2009.

Technical Trading
2009 brought the sharpest fall in revenue for clients for fastening materials, such as
the plate processing and automotive industries, and machine-building. At the end of
the year, the order portfolio of the trading companies was slightly lower than at
year-end 2008. In early 2010, the first cautious signs of recovery in the early-cyclic
chip sector offered hopes that the worst period is over. Other signs of this can also
be found. Prices of commodities such as copper, zinc, tin and aluminium are
starting to fluctuate more, with a rising trend. On the basis of the first two months of
2010, we see a cautious revival of demand for fixing materials and clearly higher
demand for electronic components and client-specific serial printed circuit boards.
The buying departments of our trading companies are already seeing a sharp rise in
delivery times for certain electronic components. This could restrict a potential
recovery of revenue because international producers have reduced their production
capacity and stocks in the past two years. At present, they cannot keep pace with the
rising demand. The pattern of investment in power generation and energy networks
is expected to be reasonably stable in 2010. In view of the current government
policy, earlier political goals of generating 20% of total energy supplies from
renewable sources in 2020 are unlikely to be achieved. The coming year will show
how resilient the policies are in this regard and the rate of further investments in
green energy.
                                                                                                Sparreboom
Challenges for Batenburg companies                                                              Electrical installations for the Big
There are growth opportunities for the Batenburg companies in the supply of                     Bazar, part of Blokker Holding, in The
sustainable products and solutions, and in making ways to create more sustainable               Hague.
working environments transparent for clients. Other opportunities lie in the further
development of the national service and maintenance network, strong profiling of
the industrial automation range and cross-selling at the trading companies.
Despite rising unemployment, labour market shortages of well-qualified technical
and commercial staff can still be felt. Ageing and low intake for technical training
courses mean it is still important to look past the dip and to continue to devote
enough attention to recruiting and retaining good staff. Investments in training and
further exchanges of knowledge within the Batenburg Group therefore remain high
priorities in 2010. Wage increases will be limited. In principle, the bottom line for
regular increases will be reached in 2010 and the Metal and Technology CAO also
offers the possibility of awarding situational extra free days ('crisis control days')
instead of a one-off payout of 1.5%. This will allow for a response to manning at the
individual companies.

Outlook 2010
In 2009, the installation and trading companies of Batenburg Beheer N.V. suffered




                                             Batenburg Beheer NV – Annual Repor t 2009                                           39
                                      r e p o rt o f t h e e x e c u t i v e b o a r d




                                      from lower investment propensity in industry. This was absorbed to some extent by
                                      extra revenue in the service and maintenance field and through projects in the
                                      infrastructure market. In 2010, we expect some recovery among industrial clients,
                                      but will also face the poor outlook for non-residential construction. This will
                                      particularly affect demand for our installation services in the office market.
                                      However, we expect to be able to grow further in the retail sector. Demand for
                                      sustainable solutions is also still rising.
                                      In 2009, the group companies steered strongly for cost awareness and working
                                      capital management, without losing sight of the opportunities for growth. This will
                                      also be the case in 2010. Costs during execution are managed through good and
                                      timely procurement and by reaching clear agreements with suppliers on prices and
                                      logistical requirements. The measures taken in 2009 also serve to produce
                                      structural annualised savings of EUR 1.4 million.
                                      The financial position of Batenburg Beheer N.V. remained as strong as ever at the
                                      start of 2010. This provides an opportunity to pay shareholders an attractive
                                      dividend even with lower net income, and to invest anti-cyclically in a targeted
                                      manner. In the past year, we made three smaller acquisitions. In the coming year,
                                      we expect to strengthen the market position further through additional acquisitions.
                                      Other investments that are foreseen are aimed primarily at increasing uniformity in
                                      ERP systems in order to facilitate improved information exchanges.

                                      In early 2010, the uncertainties were still high, with the Netherlands cautiously
                                      climbing out of the recession. In the near future, we do not foresee any
                                      developments that will promote rapid recovery of investments in our sales markets.
                                      We remain optimistic for the medium-term, but it is still too early to announce
Hoogendoorn                           concrete expectations for 2010.
Complete control system and
application software by JB Systems    Executive Board statement of responsibilities
for the Ampelmann. This ship-based,   The Executive Board hereby declares that, to the best of its knowledge:
self stabilizing access platform      • the financial statements give a true and fair view of the assets, liabilities,
actively compensates all vessel           financial position and net income of Batenburg Beheer N.V. and of the
motions.                                  companies included in the consolidation;
                                      • the annual report gives a true and fair view of the position on the balance sheet
                                          date, the business conducted during the financial year of Batenburg Beheer
                                          N.V. and the companies jointly included in the consolidation, and that the
                                          annual report discloses the material risks to which Batenburg Beheer N.V. is
                                          exposed.

                                      Rotterdam, 25 March 2010

                                      Executive Board Batenburg Beheer N.V.
                                      P.C. van der Linden (President)
                                      E.M. Bosma (Director)




  40                                  Batenburg Beheer NV – Annual Repor t 2009
Financial statements
                                      Financial    s tat e m e n t s




           Consolidated balance sheet
           (before profit allocation) in € 1,000


                                                                        31 December 2009    31 December 2008
           Assets
      1.   Property, plant and equipment                               12,360              13,468
      2.   Intangible assets                                           12,354              11,799
           Total non-current assets                                               24,714              25,267


      3.   Inventories                                                  9,375              11,527
      4.   Due from customers                                           3,502               3,092
      5.   Trade receivables                                           21,134              27,116
      6.   Income taxes                                                 1,048               1,266
           Other receivables                                            1,274               1,575
      7.   Cash and cash equivalents                                   16,135               5,382
           Total current assets                                                   52,468              49,958


           Total assets                                                           77,182              75,225


                                                                        31 December 2009    31 December 2008
           Shareholders' equity
           Share capital                                                 963                 963
           Translation reserve                                              6                 -50
           Other reserves                                              42,346              39,221
           Unappropriated result                                        3,060               6,015
           Shareholders' equity attributable to
           shareholders of Batenburg Beheer N.V.                                  46,375              46,149


           Liabilities
      8.   Employee benefits                                             607                 504
      9.   Deferred tax liabilities                                      709                 838
           Total non-current liabilities                                           1,316               1,342


     10.   Provisions                                                   1,118               1,182
     11.   Due to customers                                             5,807               5,852
           Trade payables                                               8,914               9,414
           Other liabilities                                           13,652              11,286
           Total current liabilities                                              29,491              27,734


           Total equity and liabilities                                           77,182              75,225




42                                    Batenburg Beheer NV – Annual Repor t 2009
                                                              Financial   s tat e m e n t s




      Consolidated income statement
      in € 1,000


                                                                                                2009                 2008
12.   Revenue                                                                                 140,655              155,953


13.   Raw materials and trade goods                                      58,533                           66,517
      Work by third parties                                              12,624                           16,906
14.   Personnel expenses                                                  47,217                          46,682
15.   Depreciation of property, plant and equipment                       2,170                            1,972
16.   Amortisation of intangible assets                                       18                              5
17.   Other operating expenses                                           16,505                           16,543
      Total operating expenses                                                                137,067              148,625


      Result from operating activities                                                         3,588                 7,328


      Financial income                                                      235                              90
      Financial expenses                                                      13                              4
      Net finance result                                                                         222                   86


      Profit before income tax                                                                  3,810                7,414
18.   Income tax expense                                                                         750                 1,399
      Profit for the period, attributable to
      shareholders of Batenburg Beheer N.V.                                                    3,060                6,015


      Earnings per share (in euro)*                                                              1.27                 2.50


      Consolidated statement of comprehensive income
      in € 1,000



                                                                                                2009                 2008
      Recognised income and expenses
      Profit for the period                                                                     3,060                6,015


      Unrecognised income and expenses
      Foreign currency translation differences                                                    56                   -24


      Total comprehensive income for the
      period, attributable to shareholders of
      Batenburg Beheer N.V.                                                                    3,116                5,991

      * Earnings per share equal diluted earnings per share




                                                              Batenburg Beheer NV – Annual Repor t 2009                      43
                                       Financial   s tat e m e n t s




           Consolidated cash flow statement
           in € 1,000


                                                                                    2009             2008


           Cash flow from operating activities
           Result from operating activities                             3,588               7,328
           Adjustments for:
     15.   - depreciation of property, plant and equipment              2,180               2,010
     16.   - amortisation of intangible assets                              18                  5
      6.   - income tax paid                                             -668               -2,182
           - interest received and paid                                   278                  98
                                                                                    5,396             7,259
           Changes in:
           - inventories                                                2,197                 213
           - receivables                                                6,477                 730
           - non-current liabilities                                       -56                 -42
           - current liabilities                                        1,690               -3,033
                                                                                   10,308            -2,132
                                                                                   15,704            5,127


           Cash flow from investing activities
      2.   Acquisition and divestment of subsidiaries                   -1,053                132
      1.   Investment in property, plant and equipment                  -1,099              -1,920
      1.   Divestments of property, plant and equipment                    75                  29
                                                                                   -2,077            -1,759


           Cash flow from financing activities
           Dividends paid                                               -2,890              -2,890
           Other financing activities                                      56                  -24
                                                                                   -2,834            -2,914


           Net change in cash and cash equivalents                                 10,793              454


           Cash and cash equivalents at 1 January                                   5,382             4,928
           Cash in acquired and divested subsidiaries                                 -40                 -
           Net change in cash and cash equivalents                                 10,793              454
           Cash and cash equivalents at 31 December                                16,135            5,382




44                                     Batenburg Beheer NV – Annual Repor t 2009
                                               Financial    s tat e m e n t s




Consolidated statement of changes in equity
in € 1,000


Movement of equity:
                                                                                            Unappro-
                                                Share Translation                 Other      priated
                                               capital       reserve            reserves       result     Total
Balance at 1 January 2008                          963             -26           35,488        6,623    43,048
Retained earnings 2007                                -                -           3,733       -3,733         -
Dividends paid                                        -                -               -      -2,890     -2,890
Total recognised income                               -             -24                -       6,015     5,991
Balance at 31 December 2008 /
1 January 2009                                    963              -50           39,221        6,015    46,149
Retained earnings 2008                                -                -           3,125       -3,125         -
Dividends paid                                        -                -               -      -2,890     -2,890
Total recognised income                               -             56                 -       3,060     3,116
Balance at 31 December 2009                       963                 6          42,346       3,060     46,375


Equity
The authorised share capital amounts to € 3,840,192, including 4,800,000 ordinary
shares with a nominal value of € 0.40, 800,000 preference shares with a nominal value
of € 2.40 and 80 priority shares with an nominal value of € 2.40. Issued and fully paid
up are 2,408,244 ordinary shares and 80 priority shares. Earnings per share have been
calculated taking in account 2,408,244 ordinary shares.
Preference shares can be issued not fully paid in. The articles of association of
Batenburg Beheer grant these shares a yield preference based on the refunding rate of
the European Central Bank.
The priority shares are owned by the foundation "Stichting J.C. Hoogerheide tot beheer
van de prioriteitsaandelen van Batenburg Beheer N.V.".
A description of the rights of preference shares and priority shares will be presented in
the chapter "Other information".


Unappropriated result
It is proposed to shareholders to pay a dividend of € 2,408,244, which amounts
to € 1.00 per ordinary share. In 2009 € 1.20 per ordinary share has been paid as
dividend. Profit allocation has not been booked in balance at year-end and there are no
consequences for income taxes.


Solvency
Solvency at 31 December 2009 amounts to 60.1% (31 December 2008: 61,3%).
At 31 December 2009 solvency based on the balance sheet adjusted for capitalised
goodwill amounts to 52.5% (31 December 2008: 54.1%).




                                               Batenburg Beheer NV – Annual Repor t 2009                          45
                            Financial     s tat e m e n t s




     Financial reporting principles

     General information
     Batenburg Beheer N.V. ('the Company') has its statutory seat in Rotterdam, the
     Netherlands and comprises service companies in the fields of installation engineering
     and technical trading. For a further description of the profile of the company will be
     referred to the paragraph General in this annual report. In the paragraph Miscellaneous
     an overview of the addresses of the company and all operations is included.
     On 25 March 2010 the Supervisory Board and Executive Board approved the annual
     report 2009. The financial statements are subject to adoption by the Annual General
     Meeting of Shareholders on 27 April 2010.


     Accounting principles for financial reporting
     The consolidated financial statements are prepared in accordance with the International
     Financial Reporting Standards, as adopted by the European Union (EU-IFRS). In 2009
     IFRIC 12, 15, 16, 17 and 18 were adopted by the EU. Excepted IFRIC 15 these
     interpretations have no relevance for Batenburg Beheer N.V. IFRIC 15 describes the
     classification of contracts and the methods of recognising revenues. This interpretation
     did not have impact on the recognition of revenues for the Company. Also changes in
     IFRS 1, 2, 7, 8 and IAS 1, 23, 27, 32 and 39 and IFRIC 9 were adopted by EU. These
     changes had little relevance for the annual report 2009. However, it results in additional
     information being presented.
     As a result of changes in IAS 1 a consolidated statement of recognised and
     unrecognised income and expenses has been presented. From 1 January 2009
     the segment information has been revised in conformity with IFRS 8. Previously, in
     accordance with IAS 14, a distinction was made between business and geographical
     segments. The segmentation required by IFRS 8 is based on internal reporting per
     cluster to the Executive board and the information previously externally published.
     IFRS 3 (revised) concerning Business Combinations has been adopted from 1 July
     2009. The changes will be applied prospectively and therefore will affect future business
     combinations and loss of control over subsidiaries.
     Some changes in IFRS which still are not adopted by EU are expected to have a minor
     impact on the financial reporting of the Company.


     Regarding IAS 18, revenues of Batenburg Beheer N.V. can be divided in two categories.
     Revenues of the Installation group are revenues from the rendering of services. Revenues
     of the Trade group are revenues from the sale of goods.


     The consolidated financial statements are presented in euro’s and rounded to the nearest
     thousand. The consolidated financial statements have been prepared under the historical
     cost convention.


     Principles for consolidation
     The consolidated financial statements include the accounts of Batenburg Beheer N.V. and
     all operations in which Batenburg Beheer N.V. has a controlling interest. Consolidation
     takes place for 100%. Intra-group transactions, balances, income and expenses are




46                          Batenburg Beheer NV – Annual Repor t 2009
                                                  Financial     s tat e m e n t s




eliminated in full on consolidation. Unrealised losses are eliminated in the same way as
unrealised gains, but only to the extent that there is no indication for impairment. The
financial statements of acquired or sold subsidiaries are consolidated or deconsolidated
as from the moment a controlling interest has been acquired or lost. In the paragraph
"Other information" an overview of all consolidated operations is included.


Foreign currencies
Assets and liabilities in foreign operations are converted in euro at the exchange rates
at the end of the year. Revenues and expenses in foreign operations are converted
into euro at the exchange rate prevailing on the date of transaction. Foreign exchange
differences are recognised directly in the translation reserve.
Transactions in foreign currencies are converted into euro at the exchange rate on the
date of transaction. Assets and liabilities are converted in euro at the exchange rate at
balance sheet date.


Financial instruments
Subsidiaries use at a limited scale forward contracts (currency swaps) to mitigate
currency risks on trade payables and trade receivables in especially US dollars and
English pounds. When these forwards contracts are used they do not qualify as hedge
accounting instruments as defined in IAS 39. The gain or loss on re-measurement at fair
value is recognised as a profit or loss in the income statement. Because of the limited
scale of derivative financial instruments no quantitative disclosure is included in the
annual report.


Balance sheet

Property, plant and equipment
Property, plant and equipment are stated at historical costs less accumulated depreciation
based on the expected useful life of the asset. Each year the assets with a significant
value are tested on impairment. Assets acquired by business combinations are stated at
fair value upon consolidation. Assets held for sale are no longer depreciated, unless they
are impaired. These assets are stated at the lower of the carrying amount and the fair
value less costs to sell. Within the group no financial lease contracts have been concluded.
Operating lease payments have been recognised as an expense on a straight-line basis
over the lease term. In the notes to the Consolidated balance sheet ("Commitments and
contingent liabilities") an overview is given of the operating lease obligations.


Intangible assets
All business combinations are accounted for by applying the purchase method. Goodwill
is stated at the total cost of the acquisition minus the fair value of the net acquired
assets, and if necessary after impairments. Goodwill acquired before 1 January 2004
is stated at the initial value less depreciation (based on an economic lifetime of 20
years) until 1 January 2004. Goodwill is allocated to cash-generating units and no longer
amortised but tested on impairment at least once a year. At least once a year goodwill
will be tested for impairment. Negative adjustments are recognised directly in the income
statement.




                                                  Batenburg Beheer NV – Annual Repor t 2009    47
                             Financial     s tat e m e n t s




     Inventories
     Inventories (trade goods and raw materials) are stated at the lower of costs and net
     realisable value. Net realisable value is the estimated selling price in the course of
     normal business less the estimated costs of completion an selling expenses. There is a
     provision for obsolete goods and materials.


     Work in progress
     Work in progress is stated at cost, overhead costs attributable to the contract
     operations, less progress billing, less a provision for foreseeable losses and including
     profit recognised to date. Work in progress is separated in amounts due from customers
     and due to customers, depending on the state of progress billing related to the costs
     incurred on the project.


     Trade receivables
     Trade receivables are stated at amortised costs (including provisions considered
     necessary for doubtful debtors). Trade receivables with a term longer than one year will
     be presented as non-current assets. Trade receivables with a term shorter than one year
     are not amortised.


     Cash and cash equivalents
     Cash and cash equivalents comprise cash and bank balances and deposits that can be
     withdrawn on demand. They are stated at amortised costs. Cash and cash equivalents
     with a term shorter than one year are not amortised.


     Equity
     Net income of the current year is added to equity as unattributed profit. Dividends will
     be booked as a liability in the period of declaration. Foreign exchange differences from
     converting assets and liabilities in foreign operations in euro are recognised in the
     translation reserve under equity.


     Non-current liabilities
     For the accounting principles used for deferred tax we refer to the accounting principles
     of "Income taxes".
     Other provisions include obligations with a probable outflow of resources, which can be
     reliably estimated.


     Retirement benefit costs
     Batenburg Beheer has both defined contribution and defined benefit pension plans.
     The contributions concerning defined contribution plans are recognised as employee
     benefit expenses when they are due. Some defined benefit plans of subsidiaries in the
     Netherlands are part of multi-employer plan 'Pensioenfonds Metaal en Techniek' (PMT).
     These plans are treated as defined contribution plans, because PMT as a result of the
     structure of her accounting cannot provide reliable information on the individual liabilities
     and assets of the participants according to IAS 19. Liabilities related to jubilee benefits
     actuarially have been calculated, including the possibility of leaving.




48                           Batenburg Beheer NV – Annual Repor t 2009
                                                Financial     s tat e m e n t s




Warranty provision
The warranty provision represents risks derived from projects for third parties. The
provision is stated when contracts are completed. The provision is based on historical
warranty information and the likelihood the warranty activities will occur. The warranty
term is in general 1 year.


Other assets and liabilities
Other assets and liabilities are stated at amortised value. Other assets and liabilities with
a term shorter than one year have not been amortised.


Income Statement

Revenue
This is the total revenue of rendered services and sale of goods to third parties, less
discounts and taxes charged on revenue.


Revenues of rendered services contain electrical engineering, mechanical and sanitary
installations which the Company builds for third parties and includes service and
maintenance related to these installations. These revenues are accounted when the result
of the transaction can be estimated reliable. The revenues are recognised in proportion
of delivered performance (percentage of completion). In case the result of projects
cannot reliably be estimated, revenues will be recognised where costs can be recovered.


Revenues from the sale of goods contain products in the fields of electrical equipment,
electronics, energy technology and fastening systems. These revenues are recognised
when these goods are transferred to the buyer, the customer has accepted the
ownership of the goods and collection of trade receivable is reasonably sure.


The revenues of sale of goods and installation services are determined as the fair value
of the reimbursement on a transaction.


Result on construction contracts for third parties
Where the results of construction contracts for third parties can be estimated reliable,
turnover and costs are determined in proportion to the stage of completion of the
project. Than various aspects will be taken into account, including costs spend
compared with the expected total costs. The outcome of (generally complex) fixed price
contracts not always reliably can be estimated. In that case the profit on such projects
will be booked upon completion of the project. In the case of cost plus contracts, the
percentage of completion method is applied.
Project costs are charged to the income statement for the period in which these are
incurred. If it may be assumed that the total contract costs will exceed the turnover,
the expected loss is recognised directly to the income statement. If the outcome of
projects cannot reliably be estimated, the turnover is considered to be equal to the costs
incurred, to the extent costs are likely to be paid.




                                                Batenburg Beheer NV – Annual Repor t 2009       49
                             Financial    s tat e m e n t s




     Raw materials and trade goods
     These include the direct costs of goods and services sold. It also includes the movement
     in provisions for obsolete goods.


     Depreciation
     The depreciation of assets is calculated taking into account the remaining useful
     economic life of the asset and the expected residual value of the asset. The annual
     percentages used for different asset categories are:
     Buildings                                         2.5% t/m 10% per year
     Machines and installations                        10% t/m 20% per year
     Other equipment                                   15% t/m 20% per year


     The expected useful lifetime of adaptations in existing buildings does not exceed the
     remaining rental period.


     Financial income and expenses
     Financial income and expenses are presented taking into account the effective interest
     rate method.


     Income taxes
     Tax expense for the accounting period includes income tax on taxable profit, which
     is calculated based on tax rates in force, making allowance for tax-exempt profit
     components and non-deductible amounts, as well as any adjustments for current tax of
     prior periods.
     Deferred tax liabilities arise from the difference in commercial and fiscal valuation of
     assets and liabilities. The provision is calculated based on the taxes in force.
     A deferred tax asset is recognised only to the extent that it is probable that future
     taxable profits will be available against which the assets can be utilised. Deferred tax
     assets are reduced to the extent that it is no longer probable that the related tax benefit
     will be realised.


     Earnings per share
     The earnings per share are calculated as the net profit payable to shareholders divided
     by the number of shares outstanding. Earnings per share equal diluted earnings per
     share.


     Cash flow statement
     The cash flow statement is drawn up by the indirect method, in which the movements in
     cash are determined on the basis of operating income as presented in the "Consolidated
     income statement".


     Segment information
     For identification of segments in accordance with IFRS 8 the management approach
     has been applied. Based on the Company and internal reporting set-up the segments
     Installation group, Trade group and Other activities are presented. Installation revenue
     relates to the rendering of installation services. Trading revenue relates to selling




50                           Batenburg Beheer NV – Annual Repor t 2009
                                                Financial    s tat e m e n t s




products to third parties. The Company operates in two principal geographical areas, the
Netherlands and Others.


Related parties
There is a related party relationship, which includes Batenburg Beheer N.V. and her
subsidiaries.


Management of capital
Under the IFRS-definition of capital only the equity of Batenburg Beheer N.V. qualifies.
Batenburg Beheer N.V. shares are listed on NYSE Euronext in Amsterdam. To promote
the marketability of the shares, SNS Securities acted as liquidity provider during the
financial year. Batenburg Beheer N.V.'s dividend policy intendeds to give shareholders an
attractive dividend yield and to pay a dividend of at least 40% of net profit each year. The
Company supervises her capital with the solvency percentage, adjusted for capitalised
goodwill. Based on the strategy and objectives of the Company the target solvency is at
least 40%. For a quantitative disclosure of capital will be referred to the 'Consolidated
statement of changes in equity'.


Management of cash, foreign exchanges rate differences,
interest and credit risk
The holding company has a central role in the Company regarding cash flow optimisation
and the financial position of the subsidiaries. The trade companies rarely use short-
term derivative financial instruments to hedge currency risks arising from transactions
in especially US dollars and English pounds. Foreign exchange differences arising from
transactions are recognised in the Income statement.
There are no long term loans, which implies that the sensitivity for interest rate changes
is limited. Credit risks within the Company concern especially doubtful debtors. This
risk is actively managed and monitored. Information from external sources and credit
insurance companies is also used. Furthermore detailed monthly reports are drawn up
with reporting items such as age of trade receivables, average days of trade receivables
and the necessary provision of doubtful debtors.


Estimates and judgements by the management
Primary sources of uncertainties in the annual accounts are related to assumptions used
in impairment calculations for capitalised goodwill and properly, plant and equipment, the
need and size of provisions for losses on work in progress, the assumptions concerning
credit risks of contractual relationships, the assumptions and availability of information
in the calculation of employee benefit obligations, the unsettled tax declarations, the
assumptions used for warranty liabilities and the assumptions concerning expected
useful life of the assets. The assumptions were made in a consistent manner.




                                                Batenburg Beheer NV – Annual Repor t 2009      51
                           Financial    s tat e m e n t s




     Notes to the consolidated balance sheet
     in € 1,000


      1. Property, plant and equipment                          Land      Machines           Other
                                                                 and             and       tangible
                                                            buildings   installations        assets     Total
     Value at costs                                           15,297           1,003         10,022    26,322
     Accumulated depreciation (-)                              5,242             629          6,859    12,730
     Balance at 1 January 2008                               10,055             374          3,163     13,592
     Changes in 2008:
     Investments                                                 134             588          1,198     1,920
     Disposals (-)                                                  -               -            29       29
     Depreciation (-)                                            790             190          1,035     2,015
     Total changes 2008                                         -656            398            134       -124
     Value at costs                                           15,431           1,591         10,764    27,786
     Accumulated depreciation (-)                              6,032             819          7,467    14,318
     Balance at 31 December 2008 /
     1 January 2009                                            9,399            772          3,297     13,468
     Changes in 2009:
     Investments                                                 103              27            969     1,099
     Business combinations                                          -              1             48        49
     Disposals (-)                                                -57            -67            199        75
     Depreciation (-)                                            796             239          1,145     2,180
     Total changes 2009                                         -636            -144           -327    -1,107
     Value at costs                                           15,455           1,670         10,996    28,121
     Accumulated depreciation (-)                              6,693           1,042          8,026    15,761
     Balance at 31 December 2009                               8,762            628          2,970     12,360


     The actual value of land and buildings, based on appraisals in 2008, amounts to € 14.1 million.
     In 2009 no impairments losses were recognised.




52                         Batenburg Beheer NV – Annual Repor t 2009
                                              Financial    s tat e m e n t s




 2. Intangible assets                                                                   Customer
                                                                                            files /
                                                                         Goodwill       contracts       Total
Value at costs                                                             13,432                  -   13,432
Accumulated amortisation (-)                                                    1,728              -    1,728
Balance at 1 January 2008                                                  11,704                  -   11,704
Business combinations                                                               -          100        100
Amortisation (-)                                                                    -            5          5
Total changes 2008                                                                  -          95          95
Value at costs                                                             13,432              100     13,532
Accumulated amortisation (-)                                                    1,728            5      1,733
Balance at 31 December 2008 /
1 January 2009                                                             11,704              95      11,799
Business combinations                                                            359           214        573
Amortisation (-)                                                                    -           18         18
Total changes 2009                                                               359          196        555
Value at costs                                                                 13,791          314     14,105
Accumulated amortisation (-)                                                    1,728           23      1,751
Balance at 31 December 2009                                               12,063              291      12,354


Allocation of goodwill to segments                                                          2009       2008
Segment Installation                                                                         6,562      6,203
Segment Trade                                                                                5,501      5,501
Total                                                                                       12,063     11,704


In 2009 new business combinations are Installatiebureau Meurs B.V. in Apeldoorn and the
assets of vanPanhuis and OSP in Putten. This acquisitions are disclosed in the paragraph
"Changes within the Company".
The recoverable amount of the cash generating units is based on value in use. For the
calculation expected cash flows are used from the budgets and medium-term plans
over a period of four years. For the period after four years no growth rate has been
applied. Expected cash flows are discounted at a discount rate of 8.7% (2008: 8.4%).
The discount rate has changed as a result of the increased risk-free interest rate and an
increased market risk premium.
The most important assumptions on which the budget and business plans are based are
order volume and margin level.
No impairment losses were recognised at 31 December 2009.


3. Inventories                                                                 2009                     2008
Trade goods                                                                    11,506                  13,385
Raw materials                                                                   1,820                   1,922
Provision for obsolete goods and materials                                     -3,951                   -3,780
Total                                                                          9,375                   11,527




                                              Batenburg Beheer NV – Annual Repor t 2009                          53
                             Financial    s tat e m e n t s




     4. Work in progress                                                          2009                    2008
     Cumulative incurred costs plus profit                                       30,224                  35,172
     Progress billings                                                           32,529                  37,932
     Work in progress                                                             -2,305                  -2,760
     Due to customers                                                             5,807                   5,852
     Due from customers                                                           3,502                   3,092



     5. Trade receivables                                                         2009                    2008
     Trade receivables up to 3 months                                            20,303                  26,638
     Trade receivables older than 3 months                                        1,834                   1,231
     Provision for doubtful debts                                                 -1,003                    -753
     Total                                                                      21,134                   27,116


     The average agreed term of payment amounts to approximately 30 days. Credit risks increases when trade
     receivables are older than 3 months.


     On 31 December 2009 the payment due from customers included a total of € 0.7 million which will not be paid
     until specific conditions are fulfilled with respect to work in progress for third parties.


     Movements in the allowance for doubtful debts:
                                                                                  2009                    2008
     Balance at 1 January                                                           753                     736
     Business combinations                                                          177                            -
     Amounts written off during the year as
     uncollectible                                                                  301                     154
     Impairment losses recognised on receivables                                    374                     171
     Balance at 31 December                                                       1,003                     753



     6. Income taxes
     Income tax receivable mainly relates to the difference between income taxes due and
     prepaid income taxes for fiscal year 2009 and earlier.




54                           Batenburg Beheer NV – Annual Repor t 2009
                                                  Financial   s tat e m e n t s




7. Cash and cash equivalents                                                      2009                        2008
Total                                                                         16,135                          5,382


At the end of 2009 an amount of € 10 million is placed in short-term deposits and
interest accounts (2008: € 3.2 million).


                                                                     Recognised
                                   1 January            Benefits           in 2009           Business   31 December
8. Employee benefits                       2009             paid              result combination              2009
Liabilities related to jubilee
benefits                                    388               -52                  68             15            419
Other pension liabilities                   116                 -                  72               -           188
Total                                       504              -52                  140             15           607


Most of the Dutch employees participate in an pension scheme organised by the pension
fund Pensioenfonds Metaal en Techniek ("PMT"). According to IAS 19 this plan is treated
as defined contribution plan, because PMT cannot provide reliable information on the
individual liabilities and assets of the participants. Based on the guidelines and principles
of PMT, the coverage ratio (assets divided by liabilities) amounts to 101% at the end of
2009 (31 December 2008: 87%). As a result of the low coverage ratio PMT will raise the
pension premium and will not index the pension agreements as of 1 January 2010. The
contribution for 2010 is fixed on 16.1%.



9. Deferred tax liabilities                                                       2009                        2008
Balance at 1 January                                                               838                          916
Changes due to differences in commercial
and fiscal valuation                                                               -133                         -78
Changes due to business combinations                                                     4                        -
Balance at 31 December                                                             709                         838


Movements in deferred tax liabilities can be specified as follows:


                                                                     Recognised
                                                      1 January            in 2009           Business   31 December
                                                           2009               result combination              2009
Non-current assets                                           646                   -58              -           588
Liabilities                                                  193                   28              4            225
Receivables                                                    -1                 -103              -          -104
Total                                                       838                   -133             4           709




                                                  Batenburg Beheer NV – Annual Repor t 2009                           55
                             Financial      s tat e m e n t s




     10. Current provisions                                                       2009             2008
     Warranty provision                                                            1,118           1,161
     Pension provision                                                                  -            21
     Total                                                                        1,118            1,182


     Warranty provision                                                           2009             2008
     Movements are as follows:
     Balance at 1 January                                                          1,161           1,110
     Changes due to business combinations                                              7               -
     Other changes (on balance)                                                      -49             51
     Balance at 31 December                                                       1,119            1,161



     11. Due to customers                                                          2009            2008
     Due to customers arises when costs incurred and profit of a
     project less provisions for costs is less than progress billing,
     taking into account the stage of completion of the construction
     contract.                                                                    5,807            5,852



     Commitments and contingent liabilities
     Guaranties issued by bankers amount to € 2.1 million (2008: € 2.3 million). At 31
     December 2009 no currency swaps were used.


     At the end of 2009 a claim of € 1.7 million has been filed against a subsidiary
     concerning a cancelled property development. The management awaits the outcome of
     the dispute with confidence. Concerning the dispute a bank guaranty was issued of € 0.8
     million.


     A subsidiary is severally liable for participating in a joint venture which executes a
     construction project. The total revenue of this project amounts to approximately € 2
     million. At the end of 2009 the amount of liabilities of this joint venture for the Company
     was not material.


     Batenburg Beheer N.V. has been granted a corporate credit arrangement in which it
     is severally liable for the credit lines used by it's subsidiaries. Some subsidiaries have
     granted guarantees for possible bank overdrafts. These guarantees are not material for
     Batenburg Beheer N.V.


     Obligations concerning rental agreements and operational
     lease contracts (buildings and cars)                                          2009            2008
     < 1 year                                                                      3,165           2,776
     1 - 5 years                                                                   6,032           4,887
     > 5 years                                                                       807           1,024
     Total                                                                      10,004             8,687




56                           Batenburg Beheer NV – Annual Repor t 2009
                                                          Financial       s tat e m e n t s




Notes to the consolidated income statement
in € 1,000


12. Revenue                                                                                   2009                                    2008
Revenue from installation services                                                         94,231                                  102,537
Revenue from trade                                                                         46,424                                    53,416
Total                                                                                    140,655                                  155,953


                                                                                              2009                                    2008
Revenue in the Netherlands                                                                134,026                                  149,251
Revenue in other countries                                                                    6,629                                    6,702
Total                                                                                    140,655                                  155,953



13. Cost of raw materials and trade goods                                                     2009                                    2008
Raw materials                                                                              28,006                                    32,823
Trade goods                                                                                30,331                                    33,585
Change in provision for obsolete inventories                                                    196                                      109
Total                                                                                     58,533                                    66,517



14. Personnel expenses                                                                        2009                                    2008
Salaries                                                                                      39,110                                 38,835
Social security                                                                               5,287                                    5,431
Pension costs                                                                                 2,820                                    2,416
Total                                                                                      47,217                                   46,682


Number of employees year-end                                                                  2009                                    2008
Installation                                                                                    832                                      834
Trade                                                                                           183                                      195
Total                                                                                         1,015                                   1,029


The average number of employees in 2009 amounts to: 1,022 (2008: 1,032).


Remuneration of the statutory
Executive board                                                             P.C. van der Linden                                E.M. Bosma
                                                                        2009                  2008                2009                2008
Salary                                                                     245                  236                 158                  148
Variable payments*                                                          34                   76                   16                   34
Pension costs                                                               52                   38                   19                   17
Total remuneration                                                        331                   350                 193                  199

* Out of solidarity with recession measures taken at several subsidiaries the Executive board voluntary renounced 25% of the variable payments
  of 2009.
No loans, advances or guarantees have been issued to the statutory Executive board.
The statutory Executive board holds no shares in Batenburg Beheer N.V.




                                                          Batenburg Beheer NV – Annual Repor t 2009                                              57
                            Financial      s tat e m e n t s




     Remuneration of the Supervisory board                                   2009                       2008
     G.N.G. Wirken                                                               24                       22
     M.C.J. van Pernis (since 24 April 2008)                                     19                        13
     P.A. Sluiter (since 6 October 2009)                                          5                         -
     J. Smit (until 6 October 2009)                                              15                        19
     W. van Voorden (until 24 April 2008)                                          -                       8
     Total                                                                      63                        62


     No loans, advances or guarantees have been issued to the Supervisory board. The
     members of the Supervisory Executive board hold no shares in Batenburg Beheer N.V.



     15. Depreciation of property, plant and
     equipment                                                               2009                       2008
     Property, plant and equipment                                           2,180                      2,010
     Profit on non-current assets sold                                          -10                       -38
     Total                                                                   2,170                      1,972



     16. Amortisation of intangible assets                                   2009                       2008
     Amortisation on other intangible assets                                     18                        5
     Total                                                                      18                         5



     17. Other operating expenses                                            2009                       2008
     Changes in provisions                                                      94                        379
     Impairment of trade receivables                                           374                        139
     Other indirect expenses                                                16,037                     16,025
     Total                                                                 16,505                      16,543


     The other indirect expenses include housing, office expenses, sales and other personnel
     costs.


                                                                                           Mazars
                                                                           Mazars              other
     Auditors' fees 2009                                                  auditors        services      Total
     Audit annual report                                                       219                 -      219
     Other non-audit services                                                      -             42       42
     Total                                                                     219               42      261


                                                                                               Other
                                                                           Mazars          Mazars
     Auditors' fees 2008                                                  auditors        network       Total
     Audit annual report                                                       231                 -      231
     Other non-audit services                                                      -             37        37
     Total                                                                     231               37      268




58                          Batenburg Beheer NV – Annual Repor t 2009
                                              Financial    s tat e m e n t s




18. Income taxes                                                               2009        2008
Income taxes payable                                                             883       1,477
Deferred income tax                                                              -133         -78
Total                                                                           750        1,399


Effective tax rate                                                             2009        2008
Tax rate in the Netherlands                                                    25.2%       25.5%
Change in income tax rate                                                       0.0%        -0.2%
Non-deductible costs                                                            1.1%        0.5%
Participation exemption                                                         0.0%        0.0%
Impact other countries                                                          -6.6%       -6.9%
Total                                                                          19.7%       18.9%



Related party transactions
Transactions between the company and its subsidiaries, which are related parties of the
company, are eliminated on consolidation and not disclosed separately in this note.


Transactions between subsidiaries take place at arms length, but aren't material for the
Group.


A disclosure of the remuneration of Executive board and Supervisory board is shown in
the notes to the consolidated income statement. The members of the Executive board
and Supervisory hold no interests in shares with voting rights in the Company.




Changes within the Company
On 10 March 2009 subsidiary Van Dalen Beheer B.V. acquired 100% of the shares of
Installatie Bureau Meurs B.V. located in Apeldoorn. The annual turnover amounts to less
than € 1 million.
On 22 September 2009 subsidiary Van Dalen Installatietechniek B.V. acquired the
activities of vanPanhuis and OSP located in Putten. The annual turnover amounts to
between € 5 and 6 million. The acquired activities are continued within the company
Installatie Bureau Meurs B.V.


The transactions have been accounted for by applying the purchase method of
accounting. The purchase prices were paid in cash. The results are consolidated from
respectively 10 March 2009 and 22 September 2009. Between the date of acquisition
and 31 December 2009 these new subsidiaries contributed € 1.5 million to consolidated
revenues. The contribution of these new subsidiaries to EBIT in 2009 is negligible.




                                              Batenburg Beheer NV – Annual Repor t 2009             59
                             Financial     s tat e m e n t s




     The fair value of the combined assets and liabilities acquired is as follows:


                                                                                                          Recognised
                                                                             Carrying        Fair value     carrying
                                                                               amount      adjustments       amount
     Non-current assets                                                               97           218           315
     Current assets                                                                  474              -          474
     Current liabilities                                                             -95              -          -95
     Net acquired assets                                                             476           218          694


     Purchase price                                                                                            1,093
     Cash acquired                                                                                               -40
     Cash outflow on acquisition                                                                              1,053


     Goodwill                                                                                                   359


     The fair value adjustment concerns the valuation of customer contracts. Changing the
     combined assets and liabilities to the accounting principles of Batenburg Beheer N.V. did
     not have a material impact on the balance sheet.
     The acquisitions resulted in goodwill reflecting profit potential.




60                           Batenburg Beheer NV – Annual Repor t 2009
                                           Financial   s tat e m e n t s




Segment information
in € 1,000


Segment information 2009
Business segments                                Installation               Trade      Others     Total
Revenue                                                94,231               46,424          -   140,655
Operating income before amortisation
of goodwill (EBITA)                                     1,765                2,281       -458    3,588
Operating income after amortisation
of goodwill (EBIT)                                      1,765                2,281       -458    3,588


Assets                                                 29,740               20,722     26,720    77,182
Liabilities                                            22,793                6,551      1,463   30,807
Investments in non-current assets                       1,874                  86        192      2,152
Depreciation                                             953                  498         747     2,198


Geographical information                                         Netherlands           Others     Total
Revenue                                                                    134,026      6,629   140,655
Assets                                                                      76,264       918     77,182
Investments in non-current assets                                            2,148         4      2,152


Segment information 2008
Business segments                                Installation               Trade      Others     Total
Revenue                                              102,537                53,416          -   155,953
Operating income before amortisation of
goodwill (EBITA)                                        2,563                5,392       -627     7,328
Operating income after amortisation of
goodwill (EBIT)                                         2,563                5,392       -627     7,328


Assets                                                 31,769               17,419     26,037   75,225
Liabilities                                            21,684                5,665      1,727    29,076
Investments in non-current assets                       1,006                 883        131      2,020
Depreciation                                             858                  428        729      2,015


Geographical information                                         Netherlands           Others     Total
Revenue                                                                    149,251      6,702   155,953
Assets                                                                     73,382       1,843   75,225
Investments in non-current assets                                            2,010        10      2,020


Intercompany transactions between the segments were not material in 2009 and 2008.




                                           Batenburg Beheer NV – Annual Repor t 2009                      61
                            Financial   s tat e m e n t s




     Rotterdam, 25 March 2010



     Executive Board
     P.C. van der Linden (president)
     E.M. Bosma



     Supervisory Board
     G.N.G. Wirken (chairman)
     M.C.J. van Pernis
     P.A. Sluiter




62                          Batenburg Beheer NV – Annual Repor t 2009
                                                 o t h e r i n F o r m at i o n




Consolidated companies

An overview of the major consolidated companies is presented below.
Unless stated otherwise the companies are 100% participations.



Installation
Installatiebedrijf en Ingenieursbureau Koldijk B.V.                               Zwolle
Beenen B.V.                                                                       Heerenveen
Batenburg Installatietechniek B.V.                                                Rotterdam
Hoogendoorn Automatisering B.V.                                                   Vlaardingen
JB Systems B.V.                                                                   Vlaardingen
Hoogendoorn Data at Vision B.V.                                                   Vlaardingen
Innocom (I.T.) B.V.                                                               Vlaardingen
LetsGrow.com B.V.                                                                 Vlaardingen
Hoogendoorn America Inc.                                                          Vineland Station
                                                                                  (Ontario, Canada)
Schekman Elektrotechniek B.V.                                                     Nijmegen
Van Dalen Installatietechniek B.V.                                                Twello
Installatie Bureau Meurs B.V.                                                     Apeldoorn
Electrotechnisch Bureau J.H. Sparreboom B.V.                                      Ridderkerk
IJsselmuiden B.V.                                                                 Sassenheim
Installatiebedrijf Wisse B.V.                                                     Goes



Trade
HPR Techniek B.V.                                                                 Rotterdam
B.V. Technische Handelsonderneming M. Seher & Co.                                 Capelle a/d IJssel
M. Seher & Co. N.V.                                                               Ternat (België)
Technische Handelsonderneming Bevar B.V.                                          Veenendaal
T.P.C. Electronics B.V.                                                           Goor
AVEC Goor B.V.                                                                    Goor
T.P.C. Electronics GmbH                                                           Gronau (Duitsland)



Others
Batenburg Facilitair B.V.                                                         Rotterdam




                                                 Batenburg Beheer NV – Annual Repor t 2009             63
                                    o t h e r i n F o r m at i o n




     To the General Meeting of Shareholders of Batenburg Beheer N.V.


     Auditors' report

     Report on the consolidated financial statements
     We have audited the accompanying consolidated financial statements 2009 which are
     part of the financial statements of Batenburg Beheer N.V., Rotterdam, which comprise the
     consolidated balance sheet as at 31 December 2009, the consolidated income statement,
     the consolidated statement of recognised and unrecognised income and expense, the
     consolidated cash flow statement and the consolidated statement of changes in equity for
     the year then ended and a summary of significant accounting policies and other explanatory
     notes.


     Management's responsibility
     Management of the Company is responsible for the preparation and fair presentation of
     the consolidated financial statements in accordance with International Financial Reporting
     Standards as adopted by the European Union and with Part 9 of Book 2 of the Netherlands
     Civil Code, and for the preparation of the report of the executive board in accordance with
     Part 9 of Book 2 of the Netherlands Civil Code. This responsibility includes: designing,
     implementing and maintaining internal control relevant to the preparation and fair presentation
     of the 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.


     Auditor's responsibility
     Our responsibility is to express an opinion on the consolidated financial statements based
     on our audit. We conducted our audit in accordance with Dutch law. This law requires that
     we comply with ethical requirements and plan and perform the audit to obtain reasonable
     assurance whether the consolidated financial statements are free from material misstatement.
     An audit involves performing procedures to obtain audit evidence about the amounts and
     disclosures in the consolidated financial statements. The procedures selected depend on
     the auditor’s judgment, including the assessment of the risks of material misstatement of
     the consolidated financial statements, whether due to fraud or error. In making those risk
     assessments, the auditor considers internal control relevant to the entity’s preparation and
     fair presentation of the consolidated financial statements in order to design audit procedures
     that are appropriate in the circumstances, but not for the purpose of expressing an opinion
     on the effectiveness of the entity’s internal control. An audit also includes evaluating the
     appropriateness of accounting policies used and the reasonableness of accounting estimates
     made by management, as well as evaluating the overall presentation of the consolidated
     financial statements.
     We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
     basis for our audit opinion.




64                                  Batenburg Beheer NV – Annual Repor t 2009
                                               o t h e r i n F o r m at i o n




Opinion
In our opinion, the consolidated financial statements give a true and fair view of the
financial position of Batenburg Beheer N.V. as at 31 December 2009, and of its result
and its cash flows for the year then ended in accordance with International Financial
Reporting Standards as adopted by the European Union and with Part 9 of Book 2 of the
Netherlands Civil Code.


Report on other legal and regulatory requirements
Pursuant to the legal requirement under 2:393 sub 5 part f of the Netherlands Civil
Code, we report, to the extent of our competence, that the report of the executive board
is consistent with the consolidated financial statements as required by 2:391 sub 4 of
the Netherlands Civil Code.



Rotterdam, 25 March 2010


MAZARS PAARDEKOOPER HOFFMAN ACCOUNTANTS N.V.


P.J. Steman RA




                                               Batenburg Beheer NV – Annual Repor t 2009   65
                            o t h e r i n F o r m at i o n




     Priority shares' controlling rights

     The main special right attached to the priority shares is the right to submit a proposal for
     a share issue. There are no financial preferences attached to these shares.


     The object of the foundation for the management of the priority shares (“Stichting
     J.C. Hoogerheide tot beheer van de prioriteitsaandelen van Batenburg Beheer N.V. te
     Rotterdam”) is: "To ensure the continuity and efficient management of the Company and
     other companies or legal entities associated with the Company, and also to ensure that
     the Company is managed properly and that there is continuity in the management of the
     Company".
     It is anticipated that a share issue can be used as a measure in cases where the Board
     of the Foundation considers that the object of the Foundation is in jeopardy.


     The Executive Board of Batenburg Beheer N.V. and Board of the “Stichting J.C.
     Hoogerheide tot beheer van de prioriteitsaandelen van Batenburg Beheer N.V. te
     Rotterdam” share the view that with respect to the exercising of voting rights on the
     priority shares, the Foundation has met the requirements laid down in Rule Book 2 (non-
     harmonised) of Euronext N.V., Amsterdam.


     The Board of the Foundation:
     P.C. van der Linden (Chairman)
     E.M. Bosma
     M.C.J. van Pernis
     P.A. Sluiter
     G.N.G. Wirken



     Preference shares

     The main special rights attached to the preference shares are the right to acquire
     ownership of preference shares in the Company and to exercise the rights attached to
     those preference shares, including the voting rights and preferential subscription rights
     and/or in exchange for the allocation of depositary receipts to acquire and administer
     the ownership and management of preference shares and to exercise the rights attached
     to those shares.


     The object of the foundation for preference shares in Batenburg Beheer (“Stichting
     Preferente Aandelen Batenburg Beheer”) is to ensure the continuity of the Company and
     the maintenance of its identity, and the continuity and identity of those companies with
     which it forms a group. The measures to exercise preferential subscription rights and to
     acquire preference shares can be expected to be used in cases where the Board of the
     Foundation considers that the object of the Foundation is in jeopardy.




66                          Batenburg Beheer NV – Annual Repor t 2009
                                             o t h e r i n F o r m at i o n




The Executive Board of Batenburg Beheer N.V. and the Board of the foundation for
preference shares share the view that, with regard to the independence of the members
of the Board of the Stichting Preferente Aandelen Batenburg Beheer, the requirements
laid down in Rule Book 2 (non-harmonised) of Euronext N.V., Amsterdam have been met.


The Board of the Foundation:
   W. van den Herik (Chairman)                 (officer B)
   W.M. Lammerts van Bueren                    (officer B)
   J. van der Linden                           (officer B)
   J.D. Snoek                                  (officer B)
   G.N.G. Wirken                               (officer A)



Profit appropriation
in € 1,000
                                                                                 2009    2008
                                                                              proposal
Profit for the period                                                            3,060   6,015
Appropriation to other reserves                                                   652    3,125
Dividend                                                                        2,408    2,890




                                             Batenburg Beheer NV – Annual Repor t 2009           67
                           miscellaneous




     Workforce over the last five years
                                            2009            2008       2007    2006    2005
     Number of employees at end of year     1,015           1,029      1,035   1,025    943


     Break-down by age
     up to 20 years                            20               31        41      51     42
     21-25 years                              107             120        110     97     111
     26-30 years                              124             133        157    156     147
     31-35 years                              136             141       160     150     151
     36-40 years                              165             167        161    182     180
     41-45 years                              161             149        145    130      98
     46-50 years                              117             107        101    109     103
     51-55 years                              100             100        89      75      52
     over 56 years                             85               81       71      75      59
     Total                                  1,015           1,029      1,035   1,025    943


     Sales per employee x € 1,000             138             151        161     145    136
     Personnel costs per
     employee x € 1,000                        46              45        43      43      42
     Personnel costs in % of turnover         34%             30%       27%     30%     31%
     Average sick leave in %                 4.4%            3.5%       3.1%    4.4%   4.1%


     Break-down by number of
     years employed
     0-5 years                                463             484       486     428     380
     6-10 years                               185             193        210    243     216
     11-15 years                              115               97       95      96     101
     16-20 years                               85              89        89      112     97
     21-25 years                               59              63        52      35      41
     26-30 years                               35              46        44      52      45
     31-35 years                               41              34        36      32      38
     36-40 years                               27               18        17     21      19
     over 41 years                               5               5        6       6       6
     Total                                  1,015           1,029      1,035   1,025    943




68                         Batenburg Beheer NV – Annual Repor t 2009
miscellaneous




Batenburg Beheer NV – Annual Repor t 2009   69
                                          miscellaneous




                                                                       Electrical engineering   Process automation
INSTALLATION GROU P


Koldijk
Zwolle, Kampen, Lelystad, Almere, Emmeloord


Beenen
Heerenveen, Emmen


Hoogendoorn
Vlaardingen, Sint Niklaas, Vineland Station


Schekman
Nijmegen, Wageningen


Van Dalen / OSP
Twello, Nijkerk, Deventer, Apeldoorn


Sparreboom
Ridderkerk


IJsselmuiden
Sassenheim


Wisse
Goes


                                                                       Energy technology        Process control and
TRADE GROUP
                                                                       and electronics          cybernetics


HPR
Rotterdam, Zaventem


Seher
Capelle aan den IJssel


Seher
Ternat


Bevar
Veenendaal


TPC
Goor, Gronau



70                                        Batenburg Beheer NV – Annual Repor t 2009
                             miscellaneous




Telecommunication   Service & Maintenance            Switch boards and   Mechanical and
and security                                         control panels      sanitary installations




Mechanical          Semi-manufacture                 Training and
components          production                       consultancy




                             Batenburg Beheer NV – Annual Repor t 2009                        71
                                           miscellaneous




LIST OF OPERATING COMPANIES : I NSTALLATION GROUP

Koldijk                                  Beenen                                      Hoogendoorn Groep
Management:                              Management:                                 Management:
Th.J. Ockhuijsen                         F. Popma                                    ing. A.M. van Gogh MBA


Installatiebedrijf en Ingenieursbureau   Beenen B.V.                                 Hoogendoorn Growth Management
Koldijk B.V.                             Mercurius 22                                JB Systems
Schokkerweg 17                           P.O. Box 414                                Data Vision
P.O. Box 460                             8440 AK Heerenveen                          Westlandseweg 190
8000 AL Zwolle                           Phone    +31 513 - 46 95 00                 P.O. Box 108
Phone     +31 38 - 421 32 20             Fax      +31 513 - 46 95 55                 3130 AC Vlaardingen
Fax       +31 38 - 421 24 94                                                         Phone     +31 10 - 460 80 80
                                         Branch-office Emmen                         Fax       +31 10 - 460 80 00
Branch-office Kampen                     Willem Schoutenstraat 11B
Eckertstraat 21A                         7825 VV Emmen                               Branch-office Belgium - Sint-Niklaas
8263 CB Kampen                           Phone    +31 591 - 67 98 50                 Industriepark-West 75
Phone     +31 38 - 331 47 50             Fax      +31 591 - 63 51 56                 B-9100 Sint Niklaas
Fax       +31 38 - 332 65 16                                                         Belgium
                                         www.beenen.nl                               Phone     +32 3 780 17 62
Branch-office Lelystad                                                               Fax       +32 3 780 17 66
Schroefstraat 30
8223 ED Lelystad                                                                     Branch-office Canada – Vineland Station
Phone     +31 320 - 22 13 40                                                         Administrative building
Fax       +31 320 - 22 89 22             Schekman                                    4890 Victoria Avenue, North
                                         Management:                                 P.O. Box 2000
Branch-office Almere                     ing. T.P.A. Scheenen                        Vineland Station
Manuscriptstraat 1                                                                   Ontario L0R 2EO
P.O. Box 60124                           Schekman Elektrotechniek B.V.               Canada
1320 AC Almere                           Factorijweg 15                              Phone:    +1 289 668 3155
Phone     +31 36 - 530 00 60             P.O. Box 6980                               Fax       +1 905 688 7036
Fax       +31 36 - 534 46 00             6503 GL Nijmegen
                                         Phone    +31 24 - 371 77 77                 www.hoogendoorn.nl
Branch-office Emmeloord                  Fax      +31 24 - 371 77 70
Ecu 41
8305 BA Emmeloord                        Branch-office Wageningen
Phone     +31 527 - 20 35 29             Naaldweg 1
Fax       +31 527 - 20 38 41             6706 JE Wageningen
                                         Phone    +31 317 - 41 56 80
www.koldijk.eu                           Fax      +31 24 - 371 77 70


                                         www.schekman.nl




   72                                    Batenburg Beheer NV – Annual Repor t 2009
                                     miscellaneous




Van Dalen                            Sparreboom                                  Wisse
Management:                          Management:                                 Management:
G.H. van Dalen                       A.T. Kemperman                              drs. L.J.M. van ‘t Veer


Van Dalen Installatietechniek B.V.   Technisch Bureau J.H. Sparreboom B.V.       Installatiebedrijf Wisse B.V.
Engelenburgstraat 21                 Brouwerstraat 22                            Verrijn Stuartweg 1-3
7391 AM Twello                       P.O. Box 114                                P.O. Box 305
Phone    +31 571 - 27 90 00          2980 AC Ridderkerk                          4460 AS Goes
Fax      +31 571 - 27 90 10          Phone    +31 180 - 41 65 63                 Phone     +31 113 - 22 70 72
                                     Fax      +31 180 - 41 20 55                 Fax       +31 113 - 23 08 22
Branch-office Nijkerk
Havenstraat 9                        www.sparreboom.nl                           www.wisse-goes.nl
P.O. Box 10
3860 AA Nijkerk
Phone    +31 33 - 456 01 60
Fax      +31 33 - 453 01 29
                                     IJsselmuiden
Branch-office Deventer               Management:
Finsestraat 55001                    L.H. Beijersbergen van Henegouwen
P.O. Box 66
7400 AB Deventer                     IJsselmuiden B.V.
Phone    +31 570 - 62 76 70          Hub van Doorneweg 7
Fax      +31 570 - 62 37 04          P.O. Box 259
                                     2170 AG Sassenheim
Branch-office Apeldoorn              Phone    +31 252 - 26 01 01
Arnhemseweg 186                      Fax      +31 252 - 23 28 19
7335 DP Apeldoorn
Phone    +31 55 - 533 36 21          www.ijsselmuidenbv.nl
Fax      +31 55 - 534 04 65


www.vandalen-installatie.nl



OSP
Management:
G.H. van Dalen


OSP
Nijverheidsweg 10
P.O. Box 96
3880 AB Putten
Phone    +31 800 - 06 77
Fax      +31 341 - 55 90 95


www.osponline.nl


                                     Batenburg Beheer NV – Annual Repor t 2009                                   73
                                         miscellaneous




LIST OF OPERATING COMPANIES : TRADE GROUP

HPR                                      Seher Nederland                             TPC
Management:                              Management:                                 Management:
drs. G.J. de Waard AA                    E. van Veen                                 ing. A.G. Engbersen


HPR Techniek B.V.                        B.V. Technische Handelsonderneming          TPC Electronics B.V.
Calibration Instruments & Systems B.V.   M. Seher & Co.                              AVEC Goor B.V.
Stolwijkstraat 33                        Admiraal Helfrichweg 2a                     Wheedwarsweg 5-7
P.O. Box 9393                            P.O. Box 190                                P.O. Box 59
3007 AJ Rotterdam                        2900 AD Capelle a/d IJssel                  7470 AB Goor
Phone    +31 10 - 292 87 87              Phone    +31 10 - 258 08 88                 Phone    +31 547 - 27 19 63
Fax      +31 10 - 292 87 65              Fax      +31 10 - 258 08 99                 Fax      +31 547- 27 14 55


Branch-office Belgium - Zaventem         www.seher.nl                                Branch-office Germany - Gronau
Leuvensesteenweg 613                                                                 Feldkamp 74
B-1930 Zaventem Zuid 7                   Seher Belgium                               48599 Gronau
Phone    +32 2 253 31 20                 Management:
Fax      +32 2 253 08 97                 P.A. De Smedt                               www.tpc-electronics.com


www.hprtechniek.nl                       M. Seher & Co. N.V.
                                         Assesteenweg 117/2
                                         B-1740 Ternat
                                         Phone    +32 2 521 06 00
                                         Fax      +32 2 521 88 92


                                         www.seher.be


                                         Bevar
                                         Management:
                                         L. Zevenbergen


                                         Technische Handelsonderneming
                                         Bevar B.V.                                                Batenburg Beheer N.V.
                                         Einsteinstraat 32
                                         P.O. Box 935                                              Stolwijkstraat 33
                                         3900 AX Veenendaal                                        P.O. Box 9441
                                         Phone    +31 318 - 54 73 10                               3007 AK Rotterdam
                                         Fax      +31 318 - 54 73 33                               Phone    +31 10 - 292 80 80
                                                                                                   Fax      +31 10 - 482 51 41
                                         www.bevar.nl                                              info@batenburg.nl
                                                                                                   Chamber of Commerce Rotterdam
                                                                                                   File nr. 24001907
                                                                                                   www.batenburg.nl.




   74                                    Batenburg Beheer NV – Annual Repor t 2009
miscellaneous




Batenburg Beheer NV – Annual Repor t 2009   75
     miscellaneous




76   Batenburg Beheer NV – Annual Repor t 2009
www.batenburg.nl

								
To top