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HALF YEARFINANCIALREPORT2015

CONTENTS

THE HANIEL GROUP4

HANIEL GROUP INTERIM MANAGEMENT REPORT

9

CONSOLIDATED INTERIM FINANCIAL STATEMENTS

27

44 Responsibility Statement46 Contact48 Publication Details

THE HANIEL GROUP

4

CWS-BOCOBEK AERT TEXTILES

FRANZ HANIEL & CIE. GMBH

CWS-boco ranks among the leading inter-national service providers of washroom hygiene products, dust control mats, work-wear and textile services.www.cws-boco.com

Bekaert Textiles is the world’s leading specialist for the development and manu-facturing of woven and knitted mattress textiles.www.bekaerttextiles.com

The Franz Haniel & Cie. Holding Company is a tradition-steeped German family-equity company. It maintains a diversified port-folio and pursues a long-term investment strategy as a value developer. Its objective is to continually increase the value of the Company while also strengthening its social and environmental values. The Company has always been headquartered in Duis-burg-Ruhrort, where it has been shaping the future since 1756. www.haniel.com

EQUIT Y INTEREST 100%*

EUR million 30 Jun. 2014 30 Jun. 2015

Revenue – 20

Operating profit – 2

Employees (average headcount) – 1,498

EQUIT Y INTEREST 100%


Revenue 371 382

Operating profit 35 36

Employees (average headcount) 7,484 7,574

* since June 2015

5

THE HANIEL GROUP

ELG TAKKT METRO GROUP

TAKKT is the market-leading B2B direct marketing specialist for business equip-ment in Europe and North America.www.takkt.com

ELG is one of the world’s leading specialists in trading and recycling raw materials, in particular for the stainless steel industry.www.elg.de

METRO GROUP is among the premier inter-national merchandisers.www.metrogroup.de

EQUIT Y INTEREST 100%


Revenue 1,180 1,074



EQUIT Y INTEREST 50.25%


Revenue 471 506



EQUIT Y INTEREST 25.00%


Haniel investment result -97 -60

HANIEL KEY FIGURES

SUMMARY OF THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS

EUR million 1st half-year 2014 1st half-year 2015 Change

Revenue 2,022 1,982 -2%

Operating profit 116 109 -6%

Profit before taxes -120 13 >+100%

Profit after taxes 564 -21 <-100%

Haniel cash flow 64 204 >+100%

HANIEL KE Y FIGURES

6

PORTFOLIO RESTRUCTURING SUCCESSFULLY STARTED

BEK AERT TEXTILES ADDED IN JUNE AS NEW DIVISION

HANIEL REDUCES INTEREST IN METRO GROUP TO 25 PER CENT AND PLACES EXCHANGEABLE BOND

REVENUE AND OPERATING PROFIT WEIGHED DOWN BY CYCLICAL ELG BUSINESS

TAKKT PROFITS FROM GOOD BUSINESS IN THE USA

CWS-BOCO INTENSIFIES SALES INITIATIVE

METRO AGREES ON SALE OF KAUFHOF

DEBT REDUCTION LEADS TO SIGNIFICANT INCREASE IN PROFIT BEFORE TAXES

HANIEL GROUP INTERIM MANAGEMENT REPORT

GROUP STRUCTURE AND BUSINESS MODELS

10

SUPPLEMENTARY REPORT23

REPORT ON BUSINESS SITUATION11

11 Haniel Group11 Revenue and Earnings Performance13 Financial Position15 Assets and Liabilities16 Employees

17 Holding Company Franz Haniel & Cie. 18 Bekaert Textiles19 CWS-boco20 ELG21 TAKKT22 METRO GROUP

REPORT ON EXPECTED DEVELOPMENTS

24

HANIEL GROUP INTERIM MANAGEMENT REPORT / GROUP S TRUC TURE AND BUSINES S MODEL S

10

Following the acquisition of Bekaert Textiles in the first half of the year, the Haniel Group now combines five divisions. Franz Haniel & Cie. GmbH functions as a strategic management holding com-pany and is responsible for portfolio management. The operating business is in the hands of the divisions, which act independently of one another and which each occupy a leading market position.

HOLDING COMPANY DESIGNS THE PORTFOLIOFranz Haniel & Cie. GmbH is a tradition-steeped German family- equity company whose objective is to sustainably increase the value of its investment portfolio over the long term. Since the fam-ily shareholders have provided equity for an unlimited term, Haniel pursues a long-term investment strategy. This strategy is aimed towards generating returns which permanently exceed the cost of capital. Haniel strives to achieve this economic goal in harmony with ecological and social goals. The Company is pursuing this goal by following the guiding principle of the “honourable business-man”. At Haniel, capital and management are separated as another matter of principle: Although the Company is 100 per cent family- owned, no member of the Haniel family works at the Company.

When structuring the portfolio, Haniel concentrates on business models that are supported by global megatrends and therefore have a high potential for increases in value over the long term. Promising markets and business models are analysed continually in order to detect growth opportunities. Thus, in the first half of 2015, Haniel identified Bekaert Textiles as a company with excel-lent prospects that makes a good fit with Haniel, and acquired it in June. Bekaert Textiles – the world’s leading specialist for the development and manufacturing of woven and knitted mattress textiles – will also operate as an independent division. In order to improve the balance of its portfolio, Haniel successfully reduced its interest in the METRO GROUP to 25 per cent in May – still remain-ing the company’s largest shareholder. At the same time, Haniel placed an exchangeable bond linked to Metro shares and with a term until 2020; therefore, a further reduction in the ownership interest is possible in the future. The proceeds generated from this will be used to further expand Haniel’s portfolio.

HANIEL PROVIDING STRATEGIC GUIDANCEIn addition to portfolio management, the Holding Company is also responsible for setting strategic guidelines for the operating divi-sions – in this regard, Haniel views itself as a guide. Strategic ini-tiatives are agreed on in discussion with the divisions, which are then implemented by the divisions under their own responsibility.

The divisional management teams report regularly to Haniel’s Management Board on their progress. The Holding Company is also responsible for selecting and developing top executives for the divisions and offering the divisions tools and selected services. This ensures that all divisions use their respective business mod-els to contribute to the value enhancement of the investment port-folio in the best manner possible.

NO RISKS ENDANGERING THE GOING CONCERN ASSUMPTIONThe acquisition of the Bekaert Textiles division gives rise to addi-tional opportunities and risks for Haniel. However, they change the overall situation of the Group only to a limited extent. Thus, the risks and opportunities of future development discussed in detail starting on page 57 of the 2014 annual report remain relevant to the Haniel Group. At present, no risks which may jeopardise the Group as a going concern have been identified, nor have notable risks exceeding those normally encountered in business. For a discussion of expected developments in the current financial year, please refer to the report on expected developments starting on page 24 of this Half-year Financial Report.

GROUP STRUCTURE AND BUSINESS MODELS

FRANZ HANIEL & CIE. GMBH

CWS-boco ranks among the leading international service providers of washroom hygiene products, dust control mats, workwear and textile services.

Bekaert Textiles is the world’s leading specialist for the devel-opment and manufacturing of woven and knitted mattress textiles.

ELG is one of the world’s leading specialists in trading and recy-cling raw materials, in particular for the stainless steel industry.

TAKKT is the market-leading B2B direct marketing specialist for business equipment in Europe and North America.

METRO GROUP is among the premier international merchan-disers.

Equity interest 100.00%Equity interest 100.00% Equity interest 100.00% Equity interest 50.25% Equity interest 25.00%

CWS-bocoBekaert Textiles ELG TAKKT METRO GROUP

HANIEL GROUP INTERIM MANAGEMENT REPORT / REPORT ON BUSINES S SITUATION / HANIEL GROUP / RE VENUE AND E ARNINGS PERFORMANCE

11

The Haniel Group fared well in a somewhat difficult market envi-ronment. TAKKT generated encouraging growth, particularly in the United States, while ELG was down year on year as a result of difficult conditions in the stainless steel market segment. These cyclical developments also resulted in a slight decline in revenue and operating profit in the first half of 2015. By contrast, profit before taxes increased significantly as a result of the debt reduc-tion implemented in previous years. The Bekaert Textiles division also made a positive contribution to revenue and earnings in the first half of 2015 after being acquired in June.

HETEROGENEOUS MARKET ENVIRONMENTThe macroeconomic environment and the developments in the stainless steel market segment affected the Haniel Group’s reve-nue and earnings performance in the first half of 2015. The global economy continued its recovery in 2015, although the individual regions experienced highly varied development. Economic growth in the United States was stronger than in Europe, as in the previ-ous year. The appreciating US dollar also had a positive impact on revenue and earnings. In Europe, the Haniel Group benefited in par-ticular from consistent growth in Germany. By contrast, consumer spending in Switzerland remained low in the wake of the apprecia-tion of the Swiss franc, resulting in lower expectations for growth, which left a noticeable mark on business activities there.

In addition to the macroeconomic environment, the conditions in the stainless steel market segment are of great significance to the Haniel Group. Conditions in the first half of 2015 were signifi-cantly worse than in the same period in the previous year, having an immediate effect on ELG. One key factor was the price of nickel, a commodity which is highly significant for this division: this was down year on year by an average of 17 per cent.

REVENUE DOWN SLIGHTLYDuring the first half of 2015, the Haniel Group recorded a 2 per cent decline in revenue, to EUR 1,982 million. Currency translation effects, particularly due to the stronger US dollar, had a positive effect. TAKKT’s acquisition of Post-Up Stand and CWS-boco’s acquisi-tion of Zahn Hitex resulted in additional revenue contributions being generated. Bekaert Textiles also contributed positively – albeit to a low extent since Haniel only acquired the new division at the begin-ning of June. By contrast, the disposal of the Plant Equipment Group and the discontinuation, implemented in the previous year, of the Topdeq business at TAKKT had an opposite effect. Adjusted for these business combinations and disposals as well as currency trans-lation effects, revenue was down year on year by 8 per cent. This is attributable solely to ELG. The significantly lower price of nickel and the reduction in output tonnage due to worsening market con-ditions caused this development. By contrast, the TAKKT division experienced positive development: thanks to the positive business climate and the sustained high demand from the public sector in the United States, TAKKT was able to increase its revenue as compared to the first half of 2014. CWS-boco also recorded slight growth.

OPERATING PROFIT DECLINED SLIGHTLYThe reduction in output tonnage and the significant drop in the price of nickel meant a considerably weaker operating profit for

ELG than in the first half of 2014. By contrast, TAKKT increased its earnings in particular thanks to good business development in the United States. CWS-boco generated a slightly higher operating profit and the Holding Company recorded earnings contributions on a level with those of the previous year. In total, the missing earnings from ELG were largely offset so that operating profit in the first half of 2015 amounted to EUR 109 million, which was just slightly below the previous year’s figure of EUR 116 million. This development was also bolstered by positive currency translation effects.

PROFIT BEFORE TA XES SIGNIFICANTLY HIGHERProfit before taxes increased from EUR -120 million to EUR 13 mil-lion. This is attributable to an improved result from financing activ-ities as well as to an increased investment result.

The result from financing activities, comprising the finance costs and other net financial income, amounted to EUR -36 million in the reporting period. In the same period of the previous year, this fig-ure had amounted to EUR -139 million. The primary reason for this improvement is that the Holding Company had repurchased bonds in the previous year, thus incurring one-off expenses. In addition, the finance costs were significantly lower year on year thanks to the Group’s lower level of indebtedness. Haniel thus benefited from the systematic debt reduction of previous years.

The investment result, consisting exclusively of the investment result from the METRO GROUP, increased from EUR -97 million in the previous year to EUR -60 million in the first half of 2015. The METRO GROUP generated lower operating profit than in the previous year due to increased one-off expenses. However, this was offset by an improvement in net financial income and a lower tax expense. Haniel’s reduction of its shareholding in Metro to 25 per cent in May 2015 also reduced the investment result. Nonetheless, the result from the Metro investment improved overall.

With a view to the negative investment result in the first half year, it should be taken into account that the essentially positive contri-bution to earnings from the METRO GROUP regularly does not occur

2,022 1,982

-2%REVENUE

30 Jun. 2014 30 Jun. 2015

EUR million

116 109

-6%OPERATING PROFIT

30 Jun. 2014 30 Jun. 2015

EUR million

HANIEL GROUPREVENUE AND EARNINGS PERFORMANCE

until the Christmas season during the fourth quarter of Haniel’s financial year.

PROFIT AFTER TA XES REDUCEDWhile profit before taxes was higher, profit after taxes with an amount of EUR -21 million was significantly lower than the figure for the first half of 2014 amounting to EUR 564 million, although the tax expense was with a value of EUR 34 million at the same level as in the previous year. The reason for the sharp decline is the dis-posal of the Celesio division, which had resulted in EUR 716 million in profit from discontinued operations in the same period of the pre-vious year. By contrast, no profit from discontinued operations was incurred in the first half of 2015.

HANIEL GROUP INTERIM MANAGEMENT REPORT / REPORT ON BUSINES S SITUATION / HANIEL GROUP / RE VENUE AND E ARNINGS PERFORMANCE

12

-120 13

>+100%PROFIT BEFORE TA XES

30 Jun. 2014 30 Jun. 2015

EUR million

564 -21

<-100%PROFIT AFTER TA XES

30 Jun. 2014 30 Jun. 2015

EUR million

Haniel took advantage of the attractive capital market environ-ment to issue an exchangeable bond linked to Metro shares. In addition, Haniel further reduced its interest in Metro. Haniel used the resulting proceeds to acquire the new Bekaert Textiles divi-sion and to expand its financial leeway for future transactions.

ATTRACTIVE FINANCING CONDITIONS SECURED The ultimate objective of financial management is to be able to cover Haniel’s financing and liquidity needs at all times – while maintaining entrepreneurial independence and limiting financial risks. In the first half of 2015, Haniel further expanded its financial leeway through two measures: on the one hand, the Holding Com-pany further reduced the weight of the Metro investment in Haniel’s portfolio and generated additional funds by selling Metro shares. On the other hand, it used the generally highly favourable capital market environment to issue an exchangeable bond linked to Metro shares. The zero-coupon bond will secure attractive financing con-ditions for Haniel over the next five years. Moreover, the bond will make it possible for Haniel to further reduce the weighting of the Metro investment in its portfolio by the year 2020. Haniel used a portion of the proceeds from these transactions to acquire the Bekaert Textiles division. The Holding Company will use additional funds to redeem outstanding bonds in 2017. The remainder is avail-able to acquire new divisions.

The Haniel Group’s net financial debt, i.e., financial liabilities minus cash and cash equivalents, only increased from EUR 1,358 million as at 31 December 2014 to EUR 1,444 million as at 30 June 2015 as a result of these transactions. This is because the increased debt resulting from the issuance of the exchangeable bond was offset as at 30 June 2015 by further cash and cash equivalents from the short-term, provisional investment of the proceeds from the bond issuance and disposal of shares.

At the level of the Holding Company, net financial debt increased from EUR 647 million to EUR 842 million. Financial assets, which offset net financial debt, including current and non-current receiv-ables from affiliated companies, amounted to EUR 1,169 million. That figure consisted primarily of financial investments with short- and medium-term maturities. The Holding Company intends to use these funds to acquire additional companies in the future and to pay off outstanding bonds as scheduled.

RATING WITH A POSITIVE OUTLOOK Haniel submits itself to external rating assessments voluntarily, thus ensuring broad access to capital markets. Standard & Poor’s and Moody’s had already raised their ratings in the second half of 2013 to BB+ and Ba1, respectively. Standard & Poor’s added a posi-tive outlook to its rating in financial year 2014, and it confirmed this outlook in the first half of 2015. Sustained efforts to restructure the portfolio and the conservative debt targets give the Holding Company reason to consider itself on the right path to an invest-ment-grade rating. This is also supported by the very sound devel-opment of the total cash cover and market value gearing, key fig-ures which are crucial to the rating. Total cash cover is calculated as the ratio of proceeds from dividends and profit transfers to pay-ments for current costs incurred by the Holding Company, as well

as interest and dividends to the Haniel family. Market value gearing is the ratio of net financial debt to the value of Haniel’s investment portfolio.

BROAD-BASED FINANCINGThe Haniel Group’s financial management relies on a mix of bilat-eral lines of credit and bonds. At the end of the first half of 2015, the Haniel Group had EUR 2.2 billion in lines of credit, both drawn and undrawn, at its disposal. A balanced maturity profile with an appropriate, long-term orientation guarantees additional financial stability. A further key pillar of financial management is the ability to obtain funding on the capital market. To that end, the Holding Company updates its commercial paper programme at longer inter-vals and its debt issuance programme annually, still by EUR 2 bil-lion. Based on information contained therein, bonds can be placed very flexibly in terms of the timing and amount and adjusted to the respective market conditions.

The issuance of the exchangeable bond linked to Metro shares resulted in an increase in the carrying amount of outstanding bonds in the Haniel Group from EUR 0.5 billion as at 31 December 2014 to EUR 0.9 billion as at 30 June 2015. In addition, the CWS-boco, ELG and TAKKT divisions have also financed themselves on the market for promissory notes in recent years, thus broadening their financ-ing base. The value of promissory notes, commercial papers and other securitised debt held by the Haniel Group amounted to EUR 0.2 billion as at 30 June 2015; this represented no change as com-pared to 31 December 2014. In addition, the CWS-boco and ELG divi-sions maintain programmes for the continual sale of trade receiva-bles to third parties. Overall, the financial liabilities reported in the Haniel Group’s Statement of Financial Position were EUR 1,834 mil-lion as at 30 June 2015. Of that amount, EUR 1,036 million has a maturity of more than one year.

HANIEL CASH FLOW INCREASESThe Haniel Group uses the performance indicator Haniel cash flow to assess the strength of its liquidity position in its current busi-ness activities. Haniel cash flow is first and foremost available for the purpose of financing additional earmarked funds in current net assets* and investments. In the first half of 2015, Haniel cash flow increased from EUR 64 million to EUR 204 million. One significant factor behind this development was the fact that the METRO GROUP distributed a dividend in the first half of 2015, in contrast to the prior-year period. Moreover, net financial income was significantly higher than in the previous year.

Cash flows from operating activities, which supplement Haniel cash flow in depicting the change in current net assets, amounted to EUR 243 million in the first half of 2015, and were thus higher than Haniel cash flow. This is attributable to the fact that the reduc-tion of current net assets resulted in financial funds being freed up. This was due primarily to a lower price for nickel and reduced output tonnages at ELG, which resulted in declining inventories and reduced trade receivables. In the same period of the previous year, cash flows from operating activities amounted to EUR -305 million, which was lower than the Haniel cash flow. This is attributable to the fact that financial resources were tied up as a result of the

13

HANIEL GROUPFINANCIAL POSITION

HANIEL GROUP INTERIM MANAGEMENT REPORT / REPORT ON BUSINES S SITUATION / HANIEL GROUP / FINANCIAL POSITION

* Net current assets consist essentially of trade receivables and inventories less trade payables.

increase in current net assets. ELG had increased its inventories and trade receivables, mainly as a result of the rising price of nickel at the time and the increased output tonnage.

GREATER INVESTMENT VOLUME THROUGH ACQUISITION OF BEK AERT TEXTILESCash flow from investing activities, i.e. the net outlays for capital expenditure and proceeds from divesting activities, amounted to EUR 218 million in the first half of 2015. Payments for investments in property, plant and equipment, intangible assets and business acquisitions amounted to EUR 754 million. That figure consisted largely of the acquisition of the new Bekaert Textiles division and the acquisition of companies by TAKKT and CWS-boco; it also included payments by the Holding Company for financial assets and investments in property, plant and equipment by the divi-sions. These payments were offset by proceeds from divestments amounting to EUR 536 million. In the first half of the year, that figure primarily consisted of proceeds from the disposal of Metro shares.

During the same period of the previous year, cash flows from investing activities had amounted to EUR 344 million. That fig-ure included EUR 1,286 million in payments – primarily for finan-cial assets acquired by the Holding Company – and divisional investments in property, plant and equipment. Proceeds from divestment activities were extremely high in the previous year, amounting to EUR 1,630 million as a result of the Celesio division’s disposal.

Cash flows from financing activities amounted to EUR 253 million, compared with EUR -442 million in the first half of 2014. That figure included the proceeds from the issuance of the exchangeable bond

linked to Metro shares and the payment of dividends to the share-holders of Franz Haniel & Cie. GmbH amounting to EUR 40 million. In the same period of the previous year, Haniel not only distributed a dividend to shareholders, but also reduced debt.

14

HANIEL GROUP INTERIM MANAGEMENT REPORT / REPORT ON BUSINES S SITUATION / HANIEL GROUP / FINANCIAL POSITION

64 204

>+100%HANIEL CASH FLOW

30 Jun. 2014 30 Jun. 2015

EUR million

1,286 754

-41%CAPITAL EXPENDITURE

30 Jun. 2014 30 Jun. 2015

EUR million


Haniel cash flow 64 204

Cash flow from operating activities -305 243

Cash flow from investing activities 344 -218

Cash flow from financing activities -442 253

15

HANIEL GROUP INTERIM MANAGEMENT REPORT / REPORT ON BUSINES S SITUATION / HANIEL GROUP / A S SETS AND LIABILITIES

HANIEL GROUPASSETS AND LIABILITIES

6,446 6,913

31 Dec. 2014 30 Jun. 2015

EQUIT Y AND LIABILIT Y STRUCTUREEUR million

24%

14%

62%

Current liabilities18%

Non-current liabilities23%

Equity59%

The acquisition of the Bekaert Textiles division led to a significant increase in the Haniel Group’s recognised investments in the first half of 2015. In addition, financial assets and cash increased as a result of the reduction in the Metro investment and the issuance of the exchangeable bond linked to Metro shares. The equity ratio remains high, underscoring Haniel’s investment potential.

INCREASE IN TOTAL ASSETSThe Haniel Group’s total assets increased from EUR 6,446 million as at 31 December 2014 to EUR 6,913 million as at 30 June 2015. This was reflected above all in current assets, which rose from EUR 1,662 mil-lion to EUR 2,099 million. Haniel has temporarily invested the proceeds from the issuance of the exchangeable bond linked to Metro shares and the reduction in the Metro investment. As a result of this invest-ment, cash and cash equivalents, as well as current financial assets have increased. In addition, the acquisition of the Bekaert Textiles division also increased current assets. By contrast, falling commodity prices resulted in a decline in the ELG division’s inventories.

Non-current assets only slightly increased from EUR 4,784 million to EUR 4,814 million. Property, plant and equipment, as well as in-tangible assets have increased since the Bekaert Textiles division was consolidated for the first time. Moreover, Haniel also invested a portion of the proceeds from the bond issuance and reduction in the Metro investment in non-current financial assets. By contrast, the carrying amount of the Metro investment fell as a result of the reduction in the shareholding.

EQUIT Y RATIO REMAINS HIGHEquity increased from EUR 3,973 million as at 31 December 2014 to EUR 4,056 million as at 30 June 2015. This increase was caused by positive measurement effects for pensions and currency translation. Despite the increase, the equity ratio fell slightly from 62 per cent to 59 per cent because of the increase in total assets. This sustained high level underscores Haniel’s investment poten-tial. Non-current liabilities remained virtually constant at EUR 1,589 million. By contrast, current liabilities increased from EUR 899 million to EUR 1,268 million as a result of the bond issuance.

INCREASE IN RECOGNISED INVESTMENTSThe Haniel Group’s recognised investments increased from EUR 247 million in the same period of the previous year to EUR 616 mil-lion in the first half of 2015. This was due in particular to the acquisi-tion of the new division, Bekaert Textiles. The acquisition of Post-Up Stand by the TAKKT division and increased investments by the Holding Company in non-current financial assets also contributed to this increase. In the previous year, acquisitions only accounted for a small amount of the recognised investments.

6,446 6,913

31 Dec. 2014 30 Jun. 2015

26%

74%

Current assets30%

Non-current assets70%

CONSOLIDATED STATEMENT OF FINANCIAL POSITIONASSET STRUCTUREEUR million

The number of people employed by the Haniel Group increased in the first half of 2015 as a result of the Bekaert Textiles acquisition. On average, the Group employed 12,938 people in the first half of the year.

The average employee headcount at the Haniel Group increased from 11,544 at the end of 2014 to 12,938 in the first half of 2015. This increase was due largely to the acquisition of Bekaert Textiles. The new division employed 1,498 people around the world as at 30 June 2015. The average employee headcount increased slightly at the divisions CWS-boco and ELG. Compared to 7,529 people in the previous year, CWS-boco employed an average of 7,574 in the first half of 2015. The primary reason for the increase was the estab-lishment of the new laundry in Croatia. ELG’s employee headcount increased from 1,267 to 1,301. The positive development of the superalloys business in the first half of 2015 led the division to expand its capacities.

By contrast, the average employee headcount declined at TAKKT. This was due in large part to the sale of the Plant Equipment Group in the United States in the first half of 2015. Although the employ-ees of the newly acquired US company Post-Up Stand were also added in the same period, the overall number of employees fell from 2,528 to 2,348.

HANIEL GROUPEMPLOYEES

16

HANIEL GROUP INTERIM MANAGEMENT REPORT / REPORT ON BUSINES S SITUATION / HANIEL GROUP / EMPLOYEES

11,544 12,938

31 Dec. 2014 30 Jun. 2015

EMPLOYEESAverage headcount

+12%

* Incl. the Holding Company’s financing and service companies. The separate half-year group information of Franz Haniel & Cie. subgroup is published at www.haniel.com under “Creditor Relations”.

HOLDING COMPANY FRANZ HANIEL & CIE.

17

HANIEL GROUP INTERIM MANAGEMENT REPORT / REPORT ON BUSINES S SITUATION / HOLDING COMPANY FR ANZ HANIEL & CIE.

In the first half of 2015, the Holding Company* successfully pushed forward with its efforts to restructure its portfolio: on the one hand, the family-equity company acquired a new division, Bekaert Textiles; on the other, it reduced the weighting of the Metro investment in the portfolio by reducing the number of shares held.

PORTFOLIO RESTRUCTURING SUCCESSFULLY CONTINUEDAt the beginning of June, the Holding Company acquired Bekaert Textiles, the globally leading specialist in the development and manu facturing of mattress cover materials. The company will operate as an independent division within Haniel’s portfolio. In addition to this portfolio expansion, the reduction in the Metro investment from a 30 per cent shareholding to a 25 per cent interest represented a further important step in balancing out the invest-ment portfolio. At the same time, Haniel placed an exchangeable bond linked to Metro shares and with a term until 2020; this means that a further reduction in the ownership interest is possible in the future.

Following the portfolio measures initiated in the first half of 2015, some EUR 1.3 billion are intended to be invested to acquire further new divisions. As a family-equity company, Haniel pursues a long-term investment approach. Its focus lies on well-positioned medium-sized companies which operate in attractive niches which can expand their market-leading position with the help of Haniel, contributing to the diversification of the portfolio. In addi-tion, Haniel prefers to acquire significant majority investments in non-listed companies. In line with Haniel’s objective of being “enkelfähig”, the only candidates for acquisition are companies which already make a positive contribution to the environment and society through their sustainable actions, or which will be able to do so in the future. Haniel will patiently weigh the options as they arise and in this way it will find the right companies – the Bekaert Textiles acquisition illustrates this approach.

FINANCIAL ASSETS HIGHER THAN NET FINANCIAL DEBTHaniel used the proceeds from the sale of the Celesio investment in the beginning of 2014 to provide the existing divisions with further funding. In addition, it temporarily invested in low-risk, low-interest, financial assets. The Holding Company has thus been essentially debt-free since 2014. By reducing its interest in the Metro invest-ment and placing the exchangeable bond linked to Metro shares in the first half of 2015, Haniel generated an additional EUR 1.0 billion in proceeds. The exchangeable bond furthermore locks in the excel-lent financing conditions of the current capital market environment for the next five years. The Holding Company used EUR 266 million of the proceeds generated to acquire the shares in Bekaert Textiles. In addition, Haniel also continued to invest in financial assets for the short term. As at 30 June 2015, taking into account current and non-current receivables from affiliated companies, financial assets amounted to EUR 1,169 million, as compared to EUR 842 million in net financial debt. Haniel thus possesses a solid liquidity buffer, both for the expansion of the portfolio and for the redemption of bonds falling due in spring 2017.

Over the medium to long-term, Haniel aims to have some EUR 1 bil-lion in debt after acquiring new divisions. In addition to capital

market financing, this will be covered by existing lines of credit with banks which have not currently been drawn down. However, the major part of financing is and remains the equity made perma-nently available by the Haniel family.

RATINGS CONFIRMEDHaniel submits itself to external rating assessments voluntarily, thus ensuring broad access to capital markets. Standard & Poor’s and Moody’s had already raised their ratings in the second half of 2013 to BB+ and Ba1, respectively. Standard & Poor’s added a positive outlook to its rating in financial year 2014, and it con-firmed this outlook in the first half of 2015. Sustained efforts to restructure the portfolio and the conservative debt targets give the Holding Company reason to consider itself on the right path to an investment-grade rating. This is also supported by the very sound development of the Group’s total cash cover and market value gearing, key figures which are crucial to the Group’s rating. Total cash cover is calculated as the ratio of proceeds from dividends and profit transfers to payments for current costs incurred by the Holding Company, as well as interest and dividends to the Haniel family. Market value gearing is the ratio of net financial debt to the value of Haniel’s investment portfolio. The value of this investment portfolio – including financial assets and excluding remaining net financial liabilities at the Holding Company level – amounted to EUR 5,182 million as at 30 June 2015. It was therefore higher than the EUR 4,428 million reported at the end of 2014 due to the share prices of the listed portfolio companies being higher. The value of the investment portfolio is the total of the valuations of the divi-sions and other assets. Listed divisions are valued on the basis of three-month average share prices, while the remainder of divisions are valued on the basis of market multipliers.

HOLDING COMPANY’S CONTRIBUTION TO EARNINGS REMAINS STABLEThe amount contributed by the Holding Company to operating profit was at the same level in the first half of 2015 as it had been in the previous year. As in the previous year, income from the reversal of provisions which were no longer necessary also contributed to this result.

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HANIEL GROUP INTERIM MANAGEMENT REPORT / REPORT ON BUSINES S SITUATION / WHOLLY-OWNED INVES TMENT BEK AERT TE X TILES

BEK AERT TEXTILES

1,498

EMPLOYEES

30 Jun. 2015

Average headcount

2

OPERATING PROFIT

30 Jun. 2015

EUR millionBekaert Textiles, the world’s leading specialist for the develop-ment and manufacturing of woven and knitted mattress textiles, was added to the Haniel Group’s portfolio of divisions in the beginning of June. Continuing the growth of the past, revenue and operating profit were encouraging.

THE INDUSTRY’S QUALIT Y AND INNOVATION LEADERBekaert Textiles specialises in the development and manufacturing of high-quality fabrics for mattress textiles. The company, head-quartered in Waregem, Belgium, has a global network of production facilities in eight countries. Its product range primarily consists of woven and knitted mattress textiles that are sold to mattress manufacturers in the Americas, Europe and the Asia-Pacific region. Bekaert Textiles works together with its customers to customise and produce the materials to the customers’ standard of qual-ity in terms of both design and product features. The centralised development team is constantly working to further refine product features in order to enable the company to offer mattress manufac-turers a broad and innovative portfolio of mattress fabrics. Thanks to Bekaert Textiles’ global production network, customers also ben-efit from extremely short lead times.

SOUND REVENUE AND EARNINGS PERFORMANCEThe Bekaert Textiles division generated revenue of EUR 20 million in June 2015. The revenue trend was encouraging, thanks in particu-lar to the company’s solid business growth in the United States and Asia. The operating profit of Bekaert Textiles tracked the revenue trend and amounted to EUR 2 million. The launched purchasing ini-tiative contributed positively to the result. As part of that initiative, Bekaert Textiles continues to advance the global standardisation and bundling of procurement volumes.

20

REVENUE

30 Jun. 2015

EUR millionREVENUE

30 Jun. 2015

by sales region in %

Americas53

Europe33

Asia-Pacific14

19

HANIEL GROUP INTERIM MANAGEMENT REPORT / REPORT ON BUSINES S SITUATION / WHOLLY-OWNED INVES TMENT C WS-BOCO

CWS-BOCO

7,529 7,574

+1%EMPLOYEES

31 Dec. 2014 30 Jun. 2015

Average headcount

35 36

+3%OPERATING PROFIT

30 Jun. 2014 30 Jun. 2015

EUR million

371 382

+3%REVENUE

30 Jun. 2014 30 Jun. 2015

EUR millionREVENUE

30 Jun. 2015

by division in %

Washroom hygiene/mats51

Textile services49

In the first half of 2015, CWS-boco stepped up its sales initiative and continued to modernise its laundry network. The division’s revenue increased slightly year on year. The cost increases associated with the sales initiative were absorbed by efficiency enhancements at the laundries and in logistics. As a result, CWS-boco generated operating profit of EUR 36 million, up slightly year on year.

SALES ORGANISATION AND CLEANROOM SOLUTIONS STRENGTHENEDCWS-boco further strengthened its sales organisation in the first half of 2015, again increasing the number of its sales staff. In addition, the division also further refined its Sales Excellence pro-gramme: sales staff complete a variety of training modules and receive the support of a mentor over the course of twelve months. Following the successful completion of the programme by the first participants in Germany in 2014, the programme was adapted to suit individual service lines at CWS-boco and expanded to cover additional countries in 2015.

In addition, the division further expanded its competitive position in the cleanroom growth market in Germany. The acquisition of Zahn Hitex, a company based near Munich, which was initiated in the previous year, was successfully completed in the first half of 2015. Together with the existing cleanroom laundry in Heidenheim, the loca-tion serves the growing demand for cleanroom apparel in the micro-electronics, pharmaceuticals, packaging and foodstuffs industries.

CWS-BOCO INVESTS IN L AUNDRIES AND IT L ANDSCAPE CWS-boco also continued to modernise its Europe-wide laundry network in the first half of 2015, further enhancing the efficiency of its operating processes. For instance, new laundries went into operation in Germany, Croatia and Poland. These are based on a highly flexible laundry concept which not only improves the quality of services but also significantly reduces the use of resources. In addition, the division kicked off the implementation of a long-term project to renew its IT systems over the coming years. The objec-tive of this project is to establish and realise high-quality, uniform standards of customer service and processes within the company

with the help of a software application that is used throughout Europe. In addition, this software application is designed to support the cross-border integration of warehouse and service processes.

SLIGHT GROWTH IN REVENUECWS-boco generated EUR 382 million in revenue in the first half of 2015, up 3 per cent on the previous year. In addition to currency translation effects, the acquisition of the company Zahn Hitex also had a positive effect on revenue. Adjusted for these effects, revenue would have been 1 per cent higher than in the same period of the previous year.

Adjusted for the acquisition of Zahn Hitex and currency translation effects, revenue in CWS-boco’s significant service business – the rental of workwear, washroom hygiene products and dust control mats – increased by 1 per cent. CWS-boco once again successfully reduced contract cancellation rates for all product segments. The division achieved this by further intensifying customer care and expanding its complaint and cancellation management efforts. In addition, it successfully won over new customers. Given the pecu-liarities of CWS-boco’s business model, the positive effects on revenue resulting from the sales initiative will show up with a time gap. This is because the individual rental agreements often relate to small volumes, yet are entered into for terms lasting several years.

CWS-boco supplements its service business by selling consuma-bles, such as soap, disinfectant and paper, as well as dispensers and workwear. Adjusted for currency translation effects, revenue in this trade business increased by 1 per cent year on year in the first half of 2015.

OPERATING PROFIT INCREASED SLIGHTLYCWS-boco generated EUR 36 million in operating profit in the first half of 2015, up slightly on the previous year. Thanks to the increased efficiency of operating processes – particularly as a result of the continued efforts to modernise the laundry network and the supply chain – it was possible to balance out the increased costs in connection with the sales initiative.

20

HANIEL GROUP INTERIM MANAGEMENT REPORT / REPORT ON BUSINES S SITUATION / WHOLLY-OWNED INVES TMENT ELG

ELG

While ELG performed well in a difficult market environment during the first half of 2015, its output tonnage and operating profit were below that of the previous year. This was attributable primarily to considerably lower commodity prices and stainless steel scrap tonnage. By contrast, the superalloys business experienced a positive development. ELG significantly increased its superalloys output tonnage thanks to strong demand for scrap.

DIFFICULT MARKET ENVIRONMENT IN THE STAINLESS STEEL SCRAP BUSINESSGlobal stainless steel production in the first half of 2015 was on par with the prior-year level. However, there were regional differ-ences. While stainless steel production stagnated in Asia, stain-less steel producers in Europe – a key market for ELG – improved their capacity utilisation. By contrast, production in the United States – the other significant sales market for ELG – was declining. In particular, this was due to a weaker domestic demand for stain-less steel products and increased imports from China. However, scrap dealers such as ELG were not able to fully satisfy manufac-turers’ global demand for stainless steel scrap. This is because the low prices for commodities meant that less scrap material was available on the procurement market than had been in the previ-ous year. Many suppliers withheld scrap material in expectation of rising prices. Overall, this situation had a negative impact on ELG’s stainless steel scrap output tonnage, which fell by 12 per cent year on year.

The price for nickel, the most valuable element in the stainless steel scrap processed by ELG, has fallen continuously since the beginning of the year, closing the first half of the year at USD 11,700 per tonne – the lowest price since 2009. At USD 13,700 per tonne, the average nickel price was 17 per cent lower than the average for the prior-year period. This was attributable primarily to the fact that the Indonesian export restrictions on nickel ore for production of nickel pig iron in China have not led to the expected nickel short-age yet. Prices for chrome and iron, which are the other significant components of stainless steel scrap, were also on a level with the previous year during the first six months of 2015.

STRONG DEMAND IN THE SUPERALLOYS BUSINESSIn the first half of 2015, the superalloys market segment bene-fited from consistently strong demand for superalloy scrap by the aviation industry. By contrast, demand declined in the energy generation and petrochemicals industries. On the whole, however, this trend positively influenced ELG’s superalloys output tonnage, which rose year on year by 13 per cent. Price trends for significant commodities in the superalloys business varied: while the price of nickel fell, the price for titanium increased significantly year on year.

OUTPUT TONNAGE AND OPERATING PROFIT DOWN YEAR ON YEARDespite the increase in superalloys output tonnage, ELG’s overall output tonnage fell significantly as compared to the previous year. This, combined with the considerably lower price for nickel, resulted in a 9 per cent decline in revenue, to EUR 1,074 million. ELG’s oper-ating profit also fell – from EUR 30 million in the prior-year reporting period to EUR 11 million in the first half of 2015. The lower revenue in particular, as well as lower margins in the stainless steel scrap business due to fierce competition for scarce scrap material, had a negative effect here. In addition, more stringent environmental protection regulations meant that a provision recognised for a busi-ness acquisition had to be increased.

INCREASED CAPACIT Y IN THE SUPERALLOYS BUSINESSIncreased demand for superalloy scrap material resulted in a high degree of capacity utilisation in ELG’s superalloys business. The division therefore expanded its processing capacity and opened new locations in Europe and the United States.

ELG imposed strict cost management in order to master the diffi-cult environment in the stainless steel market segment. Further-more, given the closure of German stainless steel mills and the commissioning of a stainless steel mill in the United States, ELG is also systematically adapting its network of branch locations to handle the changes in the flow of materials.

1,180 1,074

-9%REVENUE

30 Jun. 2014 30 Jun. 2015

EUR millionREVENUE

30 Jun. 2015

by sales region in %

Europe53

Americas26

Asia21

1,267 1,301

+3%EMPLOYEES

31 Dec. 2014 30 Jun. 2015

Average headcount

30 11

-63%OPERATING PROFIT

30 Jun. 2014 30 Jun. 2015

EUR million

21

HANIEL GROUP INTERIM MANAGEMENT REPORT / REPORT ON BUSINES S SITUATION / MA JORIT Y INVES TMENT TAKK T

TAKKT

The TAKKT division benefited from sustained strong business in the United States and the strong US dollar in the first half of 2015. Both revenue and operating profit increased significantly. Further-more, TAKKT continued to push forward with its efforts to become an integrated multi-channel company, and expanded its portfolio by acquiring the direct marketing specialist Post-Up Stand.

TAKKT CONTINUES ALONG GROWTH PATHIn the first half of 2015, TAKKT continued to develop its portfolio in the United States: the acquisition of Post-Up Stand strengthened the activities of the Specialties Group. The company is a leading specialist for customised printed marketing material in the United States and thus represents a good complement to the successful display business. In addition to this portfolio expansion, TAKKT divested and successfully sold off the barely-profitable Plant Equipment Group.

TAKKT’s revenue increased in the first half of 2015 by 7 per cent to EUR 506 million. The acquisition of Post-Up Stand contributed to this growth, as did positive currency translation effects, par-ticularly as a result of the rising exchange rate of the US dollar. By contrast, the closure of Topdeq, completed in the previous year, and the sale of the Plant Equipment Group had a negative impact. Adjusted for these effects, revenue grew by 5 per cent.

Adjusted for the sale of the Plant Equipment Group, the acquisition of Post-Up Stand and currency translation effects, TAKKT AMERICA increased its revenue by 12 per cent in a persistently positive busi-ness climate in the United States. The Office Equipment Group expe-rienced particularly strong growth due to sustained high demand from US state government institutions. The Specialties Group also experienced encouraging growth.

TAKKT EUROPE’s revenue, adjusted for the Topdeq closure and currency translation effects, remained at the same level as in the previous year. The Packaging Solutions Group recorded slight rev-enue growth. By contrast, the Business Equipment Group’s busi-ness declined slightly since it is more heavily influenced by general

2,528 2,348

-7%EMPLOYEES

31 Dec. 2014 30 Jun. 2015

Average headcount

56 65

+16%OPERATING PROFIT

30 Jun. 2014 30 Jun. 2015

EUR million

471 506

+7%REVENUE

30 Jun. 2014 30 Jun. 2015

EUR millionREVENUE

30 Jun. 2015

by division in %

TAKKT EUROPE51

TAKKT AMERICA49

economic conditions. In particular, the less favourable business climate in Switzerland stemming from the strong Swiss franc was reflected in an aversion on the part of TAKKT customers to invest.

OPERATING PROFIT IMPROVED TAKKT increased its operating profit from EUR 56 million in the pre-vious year to EUR 65 million. This was due in particular to the posi-tive business development of TAKKT AMERICA and the contribution to earnings stemming from the sale of the Plant Equipment Group. In addition, TAKKT benefited from the strong US dollar. A lower gross margin, particularly in the Swiss business, meant that TAKKT EUROPE’s earnings were down year on year.

MULTI-CHANNEL SALES FURTHER EXPANDEDTAKKT aims to integrate different sales channels in order to address customers as needed: by catalogue, online, by telephone and through employees in the external sales force. To that end, the B2B direct marketing specialist launched the DYNAMIC initiative in 2012 with the goal of orienting business activities even more strongly on the multi-channel sales approach. DYNAMIC comprises approximately 50 projects, which are individually tailored to the subsidiary in question. The initiated projects are going as planned, with progress being made in the first half of 2015. Moreover, TAKKT invested further in IT systems, thus ensuring that the company will continue to have a powerful technical platform in the future for the optimal sales approach.

22

HANIEL GROUP INTERIM MANAGEMENT REPORT / REPORT ON BUSINES S SITUATION / MINORIT Y INVES TMENT METRO GROUP

METRO GROUP

-97 -60

+38%HANIEL INVESTMENT RESULT

30 Jun. 2014 30 Jun. 2015

EUR million

In the first half of 2015, the METRO GROUP agreed to sell the Galeria Kaufhof sales division and made further progress with its strategic realignment. Revenue, adjusted for business com-binations and disposals as well as currency translation effects, increased. However, operating profit decreased due to higher one-off expenses. Nevertheless, the Haniel Group’s investment result from the METRO GROUP was up year on year thanks to an improve-ment in net financial income and lower tax expenses.

METRO GROUP SELLS K AUFHOFThe METRO GROUP has focussed its portfolio: In June 2015, it agreed with the Canada-based Hudson’s Bay Company to sell Galeria Kaufhof. The transaction is expected to be completed in the course of the second half of the year. The proceeds from the disposal sig-nificantly reduces the METRO GROUP’s debt and facilitates greater investment in the remaining sales divisions in order to ensure prof-itable growth in the future. Due to the agreed sale, METRO GROUP now reports Galeria Kaufhof as a discontinued operation.

The METRO GROUP also made significant progress with its strate-gic initiatives in the first half of 2015. As a result, delivery revenue increased by more than 10 per cent across all sales divisions and online revenue even rose by more than 20 per cent. In addition, the METRO GROUP expanded its commitment to the startup seg-ment and will promote Techstars METRO Accelerator, whose digi-tal and technological innovations could be groundbreaking for the gastronomy sector in the future.

ADJUSTED REVENUE HIGHERIn the first half of 2015, the METRO GROUP’s revenue amounted to EUR 27,659 million and was thus only slightly below the previ-ous year’s figure – even though currency translation and portfolio effects had an adverse impact. Adjusted for these effects and factor-ing in the opening of new locations, revenue increased by 1 per cent.

Revenue at Metro Cash & Carry fell by 2 per cent. The primary rea-sons for this were negative currency translation effects, particu-larly as a result of the exchange rate for the Russian rouble, the sale of locations in Greece and the discontinuation of activities in Den-mark. New store openings and a slight organic revenue growth had a positive effect, in which Russia and India made a contribution as the most important growth countries. In western Europe, business declined as it had in Germany, where falling prices in particular weighed on business.

Media-Saturn increased revenue by 4 per cent – despite negative currency translation effects in particular as a result of the develop-ment of the rouble. This was due on the one hand to the expansion of the sales division primarily in eastern Europe and on the other to significant organic revenue growth in all regions. In Germany, busi-ness benefited from successful marketing activities and a positive development on the overall market. The multi-channel offering remained popular with customers and has become established as an integral component of Media-Saturn’s business.

The Real sales division is now active solely in Germany following the sale of the eastern European business which was completed

in the previous year. In the first half of 2015, it modernised fur-ther locations and stepped up its marketing activities in order to improve its image with customers and its competitive edge. Nev-ertheless, revenue declined by 6 per cent. This was due on the one hand to the missing revenue contributions from the eastern Euro-pean business, which was sold off. On the other hand, the develop-ment in Germany was negative due to store closures and a decline in revenue as a result of falling prices.

ONE-OFF EXPENSES WEIGH DOWN OPERATING PROFIT After having generated an operating profit of EUR -63 million during the same period of the previous year, the METRO GROUP’s operating result in the first half of 2015 amounted to EUR -382 million. This decline was due to greater one-off expenses, particularly for good-will impairments at Real Germany. Adjusted for that, the operating profit amounted to EUR 191 million, which was thus only slightly lower than the previous year’s figure of EUR 213 million, despite negative currency translation effects and reduced proceeds from the sale of real estate. This was primarily attributable to the overall good organic business trend at Metro Cash & Carry and Media-Saturn.

HIGHER EARNINGS CONTRIBUTION FOR HANIEL The lower operating profit had a proportionate influence on Han-iel’s investment result from the Metro investment. The reduction in Haniel’s interest in METRO AG to 25 per cent, completed in May 2015, also reduced the investment result. Moreover, the profit from discontinued operations in the METRO GROUP – i.e., the earn-ings of Galeria Kaufhof – fell. By contrast, the METRO GROUP’s improved net financial income and reduced tax expense had a pos-itive effect. The Haniel Group’s investment result from the METRO GROUP increased overall from EUR -97 million in the same period of the previous year to EUR -60 million in the first half of 2015.

The negative investment result of the first half of the year also reflects the fact that the significantly positive contribution to earn-ings from the Metro investment regularly does not occur until the Christmas season during the fourth quarter of Haniel’s financial year.

23

HANIEL GROUP INTERIM MANAGEMENT REPORT / SUPPLEMENTARY REPORT

The TAKKT division acquired the company BiGDUG Ltd. in the begin-ning of July 2015. BiGDUG is a leading online retailer in the United Kingdom specializing in storage and shelving units.

No further reportable events took place after the reporting date.

SUPPLEMENTARY REPORT

24

HANIEL GROUP INTERIM MANAGEMENT REPORT / REPORT ON E XPEC TED DE VELOPMENTS

REPORT ON EXPECTED DEVELOPMENTS

As at the beginning of the year, Haniel forecasts that the Haniel Group’s profit before taxes will increase sharply in 2015. This is attributable to the expected significant improvement in net finan-cial income. For all divisions – with the exception of ELG – Haniel continues to anticipate a positive trend. ELG’s operating profit very probably will be down year on year due to the unfavourable market conditions in the stainless steel segment.

MACROECONOMIC GROWTH, BUT DIFFICULT CONDITIONS IN THE STAINLESS STEEL MARKET SEGMENTThe International Monetary Fund (IMF) continues to expect sound growth in global GDP by more than 3.0 per cent. According to its forecast, United States GDP will grow by 2.5 per cent, on par with the previous year’s growth. In addition to the positive development of GDP in the United States, Haniel expects to benefit from the appreciating US dollar. The IMF forecasts euro zone GDP to grow by 1.5 per cent, more than previous year’s growth. Growth in Germany will have a positive effect. By contrast, consumer reticence in Switzer land due to the appreciating Swiss franc is likely to continue to weigh down business activities there. The forecast for sound macroeconomic development is based on the assumption that uncertainties which have been present for some time now – such as political crises in eastern Europe and the Middle East as well as the economic situation in China and Greece – are not leading to a worsening outlook for the second half of the year.

In addition to this, the development in the stainless steel market segment is of central significance for the ELG division. Given that experts expect a markedly lower nickel price for 2015, as compared to the prospects at the beginning of the year, market conditions will remain difficult in the stainless steel segment and in particular on the procurement market for stainless steel scrap.

POSITIVE DEVELOPMENT EXPECTED FOR ALL DIVISIONS EXCEPT ELGThe macroeconomic situation influences the divisions to varying degrees. Haniel’s Management Board currently expects all divi-sions – with the exception of ELG – to fare relatively well, provided that the economic outlook does not worsen.

The Bekaert Textiles division projects that it will generate revenue in the order of EUR 140 million for the period of 2015 in which the company is consolidated within the Haniel Group. Operating profit is expected to range between EUR 10 million and EUR 15 million. It should be taken into account that this operating profit is weighed down by the scheduled amortisation arising from the purchase price allocation amounting to EUR 5 million.

CWS-boco continues to expect a slight increase in revenue for finan-cial year 2015, adjusted for business combinations and disposals as well as currency translation effects. In order to achieve this, the division has stepped up its sales initiative. Besides, CWS-boco aims to stabilise contract cancellation rates at the present low level. The division also continues to expect a slight increase in operating profit. The costs resulting from the intensified sales initiative will be offset by savings in the operating processes. In addition, CWS-boco kicked off the development of a new IT system this year. Specifically, the

objective is to establish and realise high-quality, uniform standards of customer service and processes within the company with the help of a software that is used throughout Europe.

The ELG division greatly lowered its outlook for 2015 on the basis of the weak market development in the first half of the year. For the stainless steel market segment, ELG assumes that the market environ ment will weaken considerably more than it had expected at the beginning of the year. In light of this development, ELG now projects its stainless steel scrap output tonnage to fall by some 10 per cent year on year. In addition, the division expects the price of nickel to be more than 20 per cent below the prior-year price of USD 16,900 per tonne. By contrast, ELG expects the superalloys market segment to experience more than 10 per cent growth in output tonnage. Based on these assumptions, ELG forecasts that its overall revenue will decline in 2015 by a low double-digit per-centage figure. Its operating profit is also expected to fall notice-ably short of the prior-year figure, in line with the revenue trend. As development on the commodity markets is very volatile, ELG’s revenue and operating profit may also deviate considerably from this forecast, however.

TAKKT continues to expect a positive business trend in financial year 2015, particularly in the United States. However, the disposal of the Plant Equipment Group at the beginning of 2015 will have a negative impact on revenue. By contrast, increased revenue can be expected as a result of the acquisitions of Post-Up Stand and BiGDUG, as well as the strong US dollar. Adjusted for business com-binations and disposals as well as currency translation effects, TAKKT continues to expect revenue to increase by 3 to 5 per cent. The division still forecasts its operating profit to increase moder-ately. TAKKT will proceed to consistently pursue its growth initia-tive DYNAMIC in 2015. This initiative better coordinates the use of various sales and marketing channels, thus optimising the divi-sion’s sales approach. Moreover, TAKKT intends to generate growth in its business with new and existing customers by offering new products and services.

A slight increase in revenue, adjusted for business combinations and disposals as well as currency translation effects, is expected for the METRO GROUP. This growth will continue to be driven by expansion of the international network of stores as well as by the continuing expansion of multi-channel sales. Furthermore, the METRO GROUP will retain a sharp focus on efficient structures and strict cost control. Thus, for the METRO GROUP a slight increase in operating profit in 2015 before one-off expenses, adjusted for business combinations and disposals as well as currency trans-lation effects is expected. Particularly against the backdrop of the impairment losses on goodwill at Real Germany, high one-off expenses are expected for the METRO GROUP, as in the previous year. In addition, the exchange rate trend for the Russian rouble is likely to weigh down earnings. However, it is also anticipated that non-recurring income from the sale of Galeria Kaufhof and Metro Cash & Carry activities in Vietnam will be generated in the second half of 2015. Taking this non-recurring income into account, Haniel expects its investment result from the METRO GROUP to be above the level reached in the previous year.

25

HANIEL GROUP INTERIM MANAGEMENT REPORT / REPORT ON E XPEC TED DE VELOPMENTS

HANIEL EXPECTS GROUP PROFIT TO INCREASE SIGNIFICANTLYDespite encouraging performance in nearly every division, Haniel’s Management Board is lowering its outlook for revenue and operat-ing profit in the current 2015 financial year due to a weaker out-look for ELG. The contributions to revenue and operating profit from the new division, Bekaert Textiles, will not be able to absorb this decrease. Adjusted for business combinations and disposals as well as currency translation effects, the Group revenue will there-fore be approximately 10 per cent lower than in the previous year. The Group’s operating profit will also be down year on year due to ELG’s performance. Nevertheless, the Management Board contin-ues to expect a sharply higher profit before taxes in 2015, resulting in particular from a large improvement in net financial income. This income was weighed down considerably in the previous financial year by bond redemptions by the Holding Company. Moreover, given that it will be possible to realise interest savings as a result of the redemptions, the interest expense for 2015 is expected to fall substantially.

The Management Board also continues to stand by its forecast for profit after taxes. In financial year 2014, the sale of the Celesio divi-sion resulted in a non-recurring positive influence on this figure. Therefore, profit after taxes for the current year is expected to be lower than in the preceding year.

The development in profit after taxes is reflected in the value- oriented performance indicators, Haniel value added and return on capital employed. Since the disposal gain from the sale of the Celesio division had a positive influence on the prior-year figures, the KPIs for the current financial year – as anticipated – will not be able to match the very high figures from the previous year.

By contrast, Haniel cash flow, which was not impacted positively in 2014 by the income from the Celesio disposal, is expected to be significantly above the previous year’s level in 2015. The increase is due to the fact that METRO AG again paid a dividend to Haniel in financial year 2015, in contrast to financial year 2014. In addition, the improvement in net financial income resulting from the Holding Company’s debt reduction is also currently forecast to contribute to this increase.

By acquiring Bekaert Textiles, Haniel has begun to add new divi-sions to its portfolio. The acquisition played a major part in the Haniel Group’s recognised investments being far greater in 2015 than in the previous year. This increase was bolstered by the acqui-sitions in the divisions and the modernisation of the IT systems in the CWS-boco and TAKKT divisions.

CONSOLIDATED INTERIM FINANCIAL STATEMENTS

SELECTED EXPLANATORY NOTES

35

STATEMENT OF FINANCIAL POSITION

28

INCOME STATEMENT30

STATEMENT OF COMPREHENSIVE INCOME

31

STATEMENT OF CHANGES IN EQUITY

32

STATEMENT OF CASH FLOWS33

CONDENSED SEGMENT REPORTING

34

28

CONSOLIDATED INTERIM FINANCIAL S TATEMENTS

HANIEL GROUP STATEMENT OF FINANCIAL POSITION

ASSETS

EUR million 30 Jun. 2015 31 Dec. 2014

Property, plant and equipment 559 479

Intangible assets 1,346 1,041

Investments accounted for at equity 2,472 3,012

Financial assets 366 188

Other non-current assets 29 29

Deferred taxes 42 35

Non-current assets 4,814 4,784

Inventories 500 579

Trade receivables 488 407

Receivables from investments and other current assets 107 91

Financial assets 567 397

Income tax assets 45 48

Cash and cash equivalents 390 111

Assets held for sale 2 29

Current assets 2,099 1,662

Total assets 6,913 6,446

29


EQUIT Y AND LIABILITIES

EUR million 30 Jun. 2015 31 Dec. 2014

Equity of shareholders of Franz Haniel & Cie. GmbH 3,851 3,790

Non-controlling interests 205 183

Equity 4,056 3,973

Financial liabilities 1,036 1,076

Pension provisions 319 335

Other non-current provisions 109 110

Other non-current liabilities 11 2


Non-current liabilities 1,589 1,574

Financial liabilities 798 392

Current provisions 77 103

Trade payables and similar liabilities 165 151

Income tax liabilities 21 18

Other current liabilities 207 226

Liabilities held for sale 0 9

Current liabilities 1,268 899

Total equity and liabilities 6,913 6,446

30


HANIEL GROUP INCOME STATEMENT

1ST HALF-YE AR

EUR million 2015 2014

Revenue 1,982 2,022

Changes in inventories of finished goods and work in progress 3 -1

Gross revenue 1,985 2,021

Cost of materials 1,303 1,368

Gross profit 682 653

Other operating income 12 19

Total operating income 694 672

Personnel expenses 295 280

Other operating expenses 210 200

189 192

Depreciation and amortisation 80 76

Impairment of goodwill 0 0


Result from investments accounted for at equity -60 -97

Other investment result 0 0

Finance costs 47 144

Other net financial income 11 5

Net financial income -96 -236

Profit before taxes 13 -120

Income tax expenses 34 32

Profit after taxes from continuing operations -21 -152

Profit after taxes from discontinued operations 0 716

Profit after taxes -21 564

of which attributable to non-controlling interests 21 27

of which attributable to shareholders of Franz Haniel & Cie. GmbH -42 537

31


HANIEL GROUP STATEMENT OF COMPREHENSIVE INCOME

1ST HALF-YE AR



Remeasurements of defined benefit plans recognised in other comprehensive income 28 -48

Deferred taxes on remeasurements of defined benefit plans recognised in other comprehensive income -9 14

Remeasurements of defined benefit plans 19 -34

Pro-rata other comprehensive income not to be reclassified to profit or loss from investments accounted for at equity 44 -38

Total other comprehensive income not to be reclassified to profit or loss 63 -72

Income and expenses recognised in equity from remeasurement of derivative financial instruments -1 -5

Reversals recognised in profit or loss 2 18

Deferred taxes on remeasurement of derivative financial instruments 0 -4

Remeasurement of derivative financial instruments 1 9

Income and expenses recognised in equity from remeasurement of financial assets available for sale 0 1

Reversals recognised in profit or loss 0 -1

Deferred taxes on remeasurement of financial assets available for sale 0 0

Remeasurement of financial assets available for sale 0 0

Income and expenses recognised in equity from foreign currency translation 36 11


Currency translation effects 39 141

Income and expenses recognised in equity from changes recognised directly in equity of investments accounted for at equity 22 -42


Other comprehensive income from investments accounted for at equity 56 -42

Total other comprehensive income to be reclassified to profit or loss and reversals recognised in profit or loss 96 108

Total other comprehensive income 159 36


of which attributable to shareholders of Franz Haniel & Cie. GmbH 147 34

Comprehensive income 138 600


of which from discontinued operations 0 14

of which from continuing operations 33 15

of which attributable to shareholders of Franz Haniel & Cie. GmbH 105 571

of which from discontinued operations 0 843

of which from continuing operations 105 -272

32


HANIEL GROUP STATEMENT OF CHANGES IN EQUITY

1ST HALF-YE AR 2015

EUR million Subscribed capital

Capital reserve

Accumulated other

comprehensive income

Retained earnings

Treasury shares

Equity of shareholders of

Franz Haniel & Cie. GmbH

Non-controlling interests

Equity

As at 1 Jan. 2015 1,000 678 -590 2,709 -7 3,790 183 3,973

Dividends -40 -40 -11 -51

Changes in the scope of consolidation 40 -40 0 0

Changes in shares in companies already consolidated 0 0

Capital measures 0 0

Changes in treasury shares -4 -4 -4

Comprehensive income 147 -42 105 33 138

As at 30 Jun. 2015 1,000 678 -403 2,587 -11 3,851 205 4,056

1ST HALF-YE AR 2014

EUR million Subscribed capital

Capital reserve

Accumulated other

comprehensive income

Retained earnings

Treasury shares

Equity of shareholders of

Franz Haniel & Cie. GmbH

Non-controlling interests

Equity

As at 1 Jan. 2014 1,000 678 -572 2,174 -5 3,275 1,281 4,556

Dividends -30 -30 -11 -41

Changes in the scope of consolidation 77 -77 0 -1,140 -1,140

Changes in shares in companies already consolidated 0 0

Capital measures 0 0

Changes in treasury shares -2 -2 -2

Comprehensive income 34 537 571 29 600

As at 30 Jun. 2014 1,000 678 -461 2,604 -7 3,814 159 3,973

33


HANIEL GROUP STATEMENT OF CASH FLOWS

1ST HALF-YE AR



Depreciation and amortisation, impairment losses and reversals on non-current assets 80 75

Change in pension provisions and other non-current provisions -1 4

Income/expenses from changes in deferred taxes 10 8

Non-cash income/expenses and dividends of investments accounted for at equity 147 97

Gains/losses from the disposal of non-current assets and consolidated companies and from remeasurement for changes in shares -4 -698

Other non-cash income/expenses and other payments -7 14

Haniel cash flow 204 64

Change in inventories, receivables and similar assets 105 -285

Change in current non-interest-bearing liabilities, current provisions and similar liabilities -66 -84

Cash flow from operating activities 243 -305

Proceeds from the disposal of property, plant and equipment, intangible assets and other assets 519 120

Payments for investments in property, plant and equipment, intangible assets and other assets -443 -1,283

Proceeds from the disposal of consolidated companies and other business units 17 1,510

Payments for acquisitions of consolidated companies and other business units -311 -3

Cash flow from investing activities -218 344

Proceeds from contributions to equity 0 0

Payments to shareholders -51 -42

Payments from changes in shares in companies already consolidated 0 0

Proceeds from issuance of financial liabilities 776 546

Repayments of financial liabilities -472 -946

Cash flow from financing activities 253 -442

Cash and cash equivalents at the beginning of the period 111 22

Cash and cash equivalents classified as assets held for sale at the beginning of the period 0 536

Increase/decrease in cash and cash equivalents 278 -403

Non-cash increase/decrease in cash and cash equivalents 1 3

Cash and cash equivalents classified as assets held for sale at the end of the period 0 0

Cash and cash equivalents at the end of the period 390 158

The cash flow from operating activities includes dividends received in the amount of EUR 87 million (previous year: EUR 1 million), interest income of EUR 5 million (previous year: EUR 4 million) and interest payments of EUR 50 million (previous year: EUR 138 million). EUR 29 mil-lion was paid in income taxes (previous year: EUR 48 million).

34

CONSOLIDATED INTERIM FINANCIAL S TATEMENTS / SELEC TED E XPL ANATORY NOTES

HANIEL GROUP CONDENSED SEGMENT REPORTING

1ST HALF-YE AR 2015 BY DIVISION

EUR million BekaertTextiles

CWS-boco ELG TAKKT Metroinvestment

Holding and other

companies

Consolidation Continuing operations

Discontinued operations

Segment revenue from external customers 20 382 1,074 506 1,982

Segment revenue from trans-actions with other segments 0

Revenue 20 382 1,074 506 0 0 0 1,982 0

Operating profit 2 36 11 65 0 -5 0 109 0


Profit before taxes 0 30 0 61 -60 -6 -12 13 0

Employees (average headcount) 1,498 7,574 1,301 2,348 0 217 12,938 0

1ST HALF-YE AR 2014 BY DIVISION

EUR million BekaertTextiles

CWS-boco ELG TAKKT Metroinvestment

Holding and other

companies

Consolidation Continuing operations

Discontinued operations

Segment revenue from external customers 371 1,180 471 2,022 1,851

Segment revenue from trans-actions with other segments 0

Revenue 0 371 1,180 471 0 0 0 2,022 1,851

Operating profit 0 35 30 56 0 1,201 -1,206 116 41


Profit before taxes 0 20 22 50 -97 1,107 -1,222 -120 28

Employees (average headcount) 0 7,484 1,257 2,542 0 224 11,507 0

35


SELECTED EXPLANATORY NOTES

ACCOUNTING PRINCIPLES

The consolidated interim financial statements of Franz Haniel & Cie. GmbH, Duisburg, as at 30 June 2015 were prepared in accordance with the International Financial Reporting Standards (IFRSs) in effect on the reporting date and adopted by the Commission of the European Union.

The consolidated interim financial statements have been prepared in accordance with IAS 34 and the further provisions relating to interim financial reporting. With the exception of the amendments and revisions described below, the accounting policies applied correspond to those applied in preparing the consolidated financial statements as at 31 December 2014. Please refer to the consolidated financial state-ments of Franz Haniel & Cie. GmbH as at 31 December 2014 for further information on the individual accounting policies applied.

Neither the consolidated interim financial statements nor the group interim management report have been audited or reviewed.

NEW ACCOUNTING STANDARDS AND INTERPRETATIONS

The following standards and interpretations that were revised or newly-issued by the International Accounting Standards Board (IASB) or the IFRS Interpretations Committee (IFRS IC), as adopted by the Commission of the European Union, were applicable for the first time begin-ning with the 2015 financial year:

The first-time application of the new or revised standards in the reporting period did not give rise to any effects on the presentation of the Haniel Group’s net assets, financial position, and results of operations.

RE VISED PRESENTATION

Since the beginning of the financial year, derivative financial assets are no longer presented under financial assets but rather under receiv-ables from investments and other current assets. Figures for the previous year have been adjusted accordingly.

SCOPE OF CONSOLIDATION

Aside from Franz Haniel & Cie. GmbH, 169 domestic and foreign companies were included in full in the consolidated financial statements as at 31 December 2014. In the reporting period, the number of subsidiaries changed as follows:

Accordingly, in addition to Franz Haniel & Cie. GmbH, a total of 185 subsidiaries are included in the consolidated interim financial statements as at 30 June 2015. Of that figure, 20 companies belong to the Bekaert Textiles division, 35 to CWS-boco, 48 to ELG and 68 to TAKKT. 14 sub-sidiaries are allocated to the Holding and other companies segment.

IFRIC 21 (2013): “Levies”

Annual Improvements to IFRSs 2011-2013 Cycle (2013)

Additions due to acquisition of shares or obtaining control 23

Additions due to new company formation 1

Disposals due to sale of shares or loss of control 6

Disposals due to mergers or liquidation 2

36


BUSINESS COMBINATIONS

In addition to the new Bekaert Textiles division, Haniel acquired control over 2 further companies or groups of companies in the CWS-boco and TAKKT divisions during the reporting period. In total, 23 individual firms were acquired. A 100 per cent interest was acquired in each of these companies.

Of the companies or groups of companies acquired, the acquisition of the Bekaert Textiles group by Franz Haniel & Cie. GmbH as at 8 June 2015 classifies as material from the Haniel Group’s perspective. The acquisition of the world’s leading specialist for mattress textiles, with its registered office in Waregem, Belgium, serves to enrich Haniel’s portfolio.

The total assets and liabilities acquired through business combinations in the reporting period are comprised as follows:

The gross contractual amount of the acquired trade receivables is EUR 28 million. Taking into account the expectation that EUR 3 million in receivables will not be recoverable, the fair value of the acquired trade receivables amounts to EUR 25 million.

The consideration transferred for the acquisitions and the resulting goodwill are presented in the table below:

Fair values

EUR million Bekaert Textiles

Other acquisitions

Total

Assets

Property, plant and equipment 70 70

Intangible assets 136 6 142


Inventories 46 2 48

Trade receivables 25 25

Cash and cash equivalents 24 1 25

Other assets 10 10

321 9 330

Liabilities

Financial liabilities 88 88

Pension provisions 3 3


Trade payables and similar liabilities 20 1 21

Income tax liabilities 4 4

Other liabilities 11 1 12

173 2 175

EUR million Bekaert Textiles

Other acquisitions

Total

Consideration paid 242 16 258

Contingent consideration 8 8

Other non-cash consideration 1 1

Cash and cash equivalents acquired 24 1 25

Consideration transferred 266 26 292

Net assets acquired 148 7 155

Goodwill 118 19 137

37


EUR million

As at 1 Jan. 0

Additions 8

Settlements

Foreign exchange rate adjustments

Interest effect

Revaluations

As at 30 Jun. 8

The reported goodwill essentially represents the future prospects accompanying the acquisitions and the expertise of the workforce acquired. EUR 17 million of the recognised goodwill is tax deductible.

The transaction costs incurred in the context of the business combinations totalled EUR 2 million and are included in other operating expenses. EUR 1 million of that amount relates to the Bekaert Textiles acquisition.

In some instances, contingent consideration was agreed as part of the business combinations. At the respective acquisition dates, the contingent consideration was recognised as a liability with a fair value totalling EUR 8 million. The future development of the contingent consideration depends on the realisation of certain revenue and earnings targets by the acquired companies or groups of companies. At present, the possible payments range between EUR 0 million and EUR 13 million, translated at the closing rates as at the reporting date.

The companies or groups of companies acquired contributed EUR 25 million to revenue and EUR 0 million to profit after taxes during the reporting period. Of those amounts, EUR 20 million and EUR 0 million, respectively, were attributable to Bekaert Textiles. If the acquisition date for all business combinations had been as at the beginning of the reporting period, they would have contributed EUR 127 million to revenue and EUR 5 million to profit after taxes. Had Bekaert Textiles already been acquired as at the beginning of the reporting period, it would have contributed EUR 117 million to revenue and EUR 5 million to profit after taxes.

The recognised contingent consideration from business combinations changed as follows during the reporting period:

The fair value of the contingent consideration is determined on the basis of revenue and earnings targets, taking into account long-term business planning. This did not result in any material changes during the reporting period. At present, the possible payments range between EUR 0 million and EUR 13 million, translated at the closing rates as at the reporting date. The measurement of contingent consideration at fair value did not result in the recognition of any unrealised gains or losses during the reporting period. The value of the consideration is determined on a regular basis by qualified employees of the relevant units and discussed with the responsible decision maker.

BUSINESS COMBINATIONS AF TER THE REPORTING DATE, BUT PRIOR TO AUTHORISATION OF THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR ISSUE

With effect from 2 July 2015, the TAKKT division acquired 100 per cent of the shares in BiGDUG Ltd., with its registered office in Gloucester, England. BiGDUG is a leading and established specialist in the online sale of business equipment, with an emphasis on racking and shelving products and storage solutions in the United Kingdom. The purchase price, net of financial liabilities and cash and cash equivalents, was GBP 19 million and may increase by up to GBP 6 million as a result of contingent consideration payable in 2018. This is equal to EUR 27 mil-lion and EUR 9 million, respectively, translated at the closing rate as at the reporting date. No company shares will be issued to settle the consideration transferred. In its most recent financial year, BiGDUG generated GBP 19 million in revenue. Given the short amount of time between the acquisition date and the preparation of the consolidated interim financial statements, no conclusive information was available as to the future inclusion of the company in the consolidated financial statements.

38


The consideration received for the disposal was EUR 23 million. Taking into account the cash and cash equivalents of EUR 1 million in the disposed units, the paid transaction costs of EUR 3 million and other non-cash components of EUR 2 million for the reporting period, the total cash amount for the disposal was EUR 17 million. Taking into account EUR 3 million in transaction costs incurred during the reporting period and the other comprehensive income of EUR -3 million to be reclassified to profit or loss, the net result from the disposal amounts to EUR 3 million in total, and is included in other operating income.

ASSETS AND LIABILITIES HELD FOR SALE

Aside from the Plant Equipment Group in the TAKKT division, the Holding and other companies segment had also reported real estate which was no longer required for operations as held for sale as at 31 December 2014. The majority of those properties have already been disposed of during the reporting period. At 30 June 2015, real estate with a carrying amount of EUR 2 million continues to be reported as held for sale. They are expected to be sold off by the end of 2015.

CONTINGENT LIABILITIES

The contingent liabilities have not changed significantly since 31 December 2014.

EUR million Carrying amounts

Assets

Property, plant and equipment

Intangible assets 4

Inventories 10

Trade receivables 8

Cash and cash equivalents 1

Other assets 1

24

Liabilities

Financial liabilities 3

Trade payables 3

Other current liabilities 4

10

BUSINESS DISPOSALS

During the reporting period, 6 companies of the TAKKT division were disposed of and deconsolidated. These companies are part of the Plant Equipment Group, which were reported as held for sale as at 31 December 2014 and sold to Global Industrial with effect from 30 January 2015. The assets and liabilities disposed of are comprised as follows:

39


FAIR VALUE ME ASUREMENT

The table below shows the assets and liabilities measured at fair value in the statement of financial position as at 30 June 2015, classified by the following input levels:

Level 1: Quoted prices in active markets for the identical asset or liabilityLevel 2: Quoted prices in active markets for similar assets and liabilities or other valuation techniques for which all significant inputs are

based on observable market dataLevel 3: Valuation techniques for which significant inputs are not based on observable market data

If assets and liabilities recurrently measured at fair value must be reclassified between the various levels because, for example, an asset is no longer traded in an active market or is traded for the first time, the reclassification is made at the end of the reporting period. No transfers between Levels 1 and 2 took place during the reporting period.

EUR million Total30 Jun. 2015

Level 1 Level 2 Level 3 Not measured at fair value

Assets

Recurring fair value measurement

Non-current financial assets

Financial assets available for sale 345 320 20 5

Receivables from investments and other current assets

Derivative financial instruments 15 15

Current financial assets

Financial assets available for sale 396 396

Cash and cash equivalents

Money market funds 285 285

Non-recurring fair value measurement

Assets held for sale 2 2

Liabilities


Other non-current liabilities

Contingent consideration from business combinations 7 7

Other current liabilities


Contingent consideration from business combinations 1 1


Liabilities held for sale 0

40


EUR million Total31 Dec. 2014

Level 1 Level 2 Level 3 Not measured at fair value

Assets



Financial assets available for sale 167 142 20 5

Receivables from investments and other current assets


Current financial assets

Financial assets available for sale 160 150 10

Cash and cash equivalents

Money market funds 0


Assets held for sale 29 6 23

Liabilities



Contingent consideration from business combinations 0

Other current liabilities


Contingent consideration from business combinations 0


Liabilities held for sale 9 9

The financial assets available for sale category includes securities and investments in the amount of EUR 5 million (31 December 2014: EUR 5 million) that are recognised at amortised cost. These were primarily investments in non-listed companies. It is not possible to reliably measure the fair value of these investments for lack of an active market.

The fair value of financial instruments traded in an active market (Level 1) is based on the quoted prices as at the reporting date. The fair values of assets and liabilities recurrently measured at fair value within Level 2 and Level 3 are determined using the DCF method. Expected future cash flows from the financial instruments are discounted using market interest rates with matching maturities. Haniel takes into account the creditworthiness of the respective borrower by determining Credit Value Adjustments (CVA) or Debt Value Adjustments (DVA) based on a premium/discount method. If available, the CVA or DVA is determined using observable market prices for credit derivatives.

The table below shows the assets and liabilities measured at fair value in the statement of financial position as at 31 December 2014:

The table below shows the fair values of the financial instruments as at 30 June 2015 that are not recognised at fair value in the statement of financial position:

The table below shows the fair values of the financial instruments as at 31 December 2014 that were not recognised at fair value in the statement of financial position:

The fair value of financial instruments traded in an active market (Level 1) is based on the quoted prices as at the reporting date. The fair values for Levels 2 and 3 are measured analogously to the method for assets and liabilities recurrently measured at fair value using the DCF method.

41


Carrying amounts

Fair value

EUR million Level 1 Level 2 Level 3

Assets


Other securities 5 5

Loans 16 18

Liabilities

Financial liabilities

Liabilities due to banks 404 405

Bonds, commercial paper and other securitised debt 1,137 528 687

Liabilities to shareholders 153 160

Lease liabilities 36 46

Other financial liabilities 104 113


Purchase price liabilities (not contingent) 1 1

Carrying amounts

Fair value

EUR million Level 1 Level 2 Level 3

Assets


Other securities 5 5

Loans 16 18

Liabilities

Financial liabilities

Liabilities due to banks 532 534

Bonds, commercial paper and other securitised debt 633 543 158

Liabilities to shareholders 163 172

Lease liabilities 37 47

Other financial liabilities 103 108


Purchase price liabilities (not contingent) 0

NOTES TO THE STATEMENT OF CASH FLOWS

The statement of cash flows shows the changes in the Haniel Group’s cash and cash equivalents in the course of the reporting period result-ing from cash inflows and outflows. The statement of cash flows is divided into cash flow from operating, investing and financing activities. The cash and cash equivalents reported at the reporting date are the total of cash on hand, bank balances with an original maturity of less than three months, cheques, and money market funds, and are identical to the cash and cash equivalents reported in the statement of financial position.

The cash flow from operating activities is determined indirectly on the basis of the profit after taxes and essentially contains sales-related payments, dividends from investments accounted for at equity, interest paid and received as well as tax payments. Haniel’s internal cash earnings indicator used for management purposes, Haniel cash flow, is shown as a separate line item. Haniel cash flow is the profit after taxes, adjusted for all material non-cash income and expenses, and non-recurring, non-operating income and expenses, plus other cash components. Haniel cash flow consequently corresponds to the cash flow from operating activities excluding changes in current net assets.

The cash flow from investing activities includes payments for purchases and disposals of individual assets as well as for consolidated com-panies and other business units. The proceeds from the disposal of property, plant and equipment, intangible assets and other assets include proceeds from the disposal of 16.25 million ordinary shares in METRO AG. These shares were sold to institutional investors on 7 May 2015.

In addition to payments for business combinations conducted in the reporting period, the payments for acquisitions of consolidated com-panies and other business units include a EUR 53 million payment to settle a purchase price liability relating to a previous business combi-nation in the TAKKT division.

The cash flow from financing activities comprises payments in connection with shareholder transactions as well as financial liabilities. The shareholder transactions essentially include payments to shareholders and payments from changes in shares in companies already consolidated. The payments to shareholders comprise dividend payments to the shareholders of Franz Haniel & Cie. GmbH in the amount of EUR 40 million (previous year: EUR 30 million).

On 7 May 2015, Haniel issued an exchangeable bond linked to ordinary shares in METRO AG with a nominal amount of EUR 500 million and a 5-year term. The right of the bondholders to exchange the bond for shares is reported separately from the actual bond under other current liabilities in the statement of financial position as a derivative financial instrument carried at fair value. The bond itself is reported under current financial liabilities in accordance with IAS 1.69(d). All of the proceeds from issuance of the exchangeable bond, including transaction costs, are reported under proceeds from issuance of financial liabilities.

Among others, the ELG division repaid EUR 66 million in promissory loan notes during the reporting period, and issued EUR 100 million in new promissory loan notes.

The statement of cash flows contains the following cash flows which are attributable to discontinued operations:

42


1ST HALF-YE AR


Cash flow from operating activities 0 -69

Cash flow from investing activities 0 -5

Cash flow from financing activities 0 11

NOTES TO THE SEGMENT REPORTING

In the segment reporting, the reportable segments are the four fully consolidated divisions, the investment in METRO AG accounted for at equity and the Holding and other companies segment. The Holding and other companies segment essentially comprises the Franz Haniel & Cie. GmbH and its financing companies, excluding the Metro investment.

The segments are defined using the management approach, taking internal monitoring and reporting, as well as the organisational struc-ture, into account. The same accounting standards are used for segment reporting and for the consolidated interim financial statements.

The Bekaert Textiles division, which was acquired during the reporting period, is the world’s leading specialist for mattress textiles. The figures for the discontinued operations reported in the previous year relate to the Celesio division, which was disposed of at the beginning of 2014.

E VENTS AF TER THE REPORTING DATE

No reportable events took place after the reporting date.

43


44

RESPONSIBILITY STATEMENT

To the best of our knowledge, and in accordance with the applicable accounting principles for interim financial reporting, the consolidated interim financial statements give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group, and the Group interim management report includes a fair review of the development and performance of the business and the position of the Group, together with a description of the principal opportunities and risks associated with the expected development of the Group for the remaining months of the financial year.

Duisburg, 25 August 2015

The Management Board

FunckGemkow

RESPONSIBILIT Y S TATEMENT

CONTACT

Franz Haniel & Cie. GmbHFranz-Haniel-Platz 147119 DuisburgGermanyTelephone +49 203 806 - [email protected]

Bekaert Textiles Holding BVBADeerlijkseweg 228790 WaregemBelgiumTelephone +32 56 62 41 [email protected]

CWS-boco International GmbHFranz-Haniel-Platz 6 – 847119 DuisburgGermanyTelephone +49 203 [email protected]

ELG Haniel GmbHKremerskamp 1647138 DuisburgGermanyTelephone +49 203 4501 - [email protected]

TAKKT AGPresselstrasse 1270191 StuttgartGermanyTelephone +49 711 3465 - [email protected]

METRO AG Metro-Strasse 140235 DüsseldorfGermanyTelephone +49 211 6886 - [email protected]

46

CONTAC T

PUBLICATION DETAILS

Printed with a zero carbon footprint on recycled paper made entirely from waste paper.

This Haniel Half-year Financial Report is published in German and English. Both versions are available online for download at www.haniel.de. The German version is controlling. All statements in this brochure with regard to occupations and target groups apply, always and irrespective of the formulation, to both male and female persons.

08/15 – d/200 – e/50

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PUBLIC ATION DE TAIL S

Concept and design

EditingThomas Krause, Krefeld

ProductionDruckpartner, Essen

Responsible for the content Franz Haniel & Cie. GmbHFranz-Haniel-Platz 147119 DuisburgGermanyTelephone +49 203 [email protected]

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