RABEN GROUP N. V.

Oss

Konzernabschluss zum Geschäftsjahr vom 01.01.2018 bis zum 31.12.2018

ANNUAL REPORT FOR THE YEAR ENDED 31 DECEMBER 2018

Registered office:	Registration court:
Vorstengrafdonk 81	Kamer van Koophandel voor Centraal Gelderland
5342 LW Oss	Kronenburgsingel 525
The Netherlands	Postbus 9292, 6800 KZ Arnhem

Annual Report of Raben Group
Financial statement period:	01.01.2018-21.12.2018	Presentation currency:	EUR
Level of round-offs:	All amounts are expressed in thousands (unless indicated otherwise).

Contents

Management Board's report

Consolidated financial statements

Consolidated balance sheet as at 31 December 2018

Consolidated profit and loss statement for the year ended 31 December 2018

Consolidated cash flow statement for the year ended 31 December 2018

Consolidated statement of comprehensive income for year ended 31 December 2018

Accounting policies used in preparing the consolidated financial statement

Notes to the consolidated financial statements as at 31 December 2018

Financial statements (Raben Group N.V. standalone)

Company balance sheet as at 31 December 2018

Company profit and loss statement for the year ended 31 December 2018

Accounting policies used in preparing the company financial statement

Notes to the 2018 stand-alone financial statements

Other information

Auditor's report

Management Board's report

Management of the Group hereby presents the financial statements for the year ended on 31 December 2018.

General information

Raben Group provides transport, logistics and supply chain solutions for thousands of customers in 11 countries. Our 9 thousand employees as well as our partners and transport subcontracts work with passion every day to deliver high quality services and support our customers success.

The Group has an asset light model for the transport equipment and operates only a relatively small fleet of own trucks. The portfolio of real estate facilities includes a well- balanced mix of own and rented warehouses and x-docs. Our network covers over 150 offices and over 1.1mIn m ² of warehouses. In countries where we do not have own network, we operate with network partners.

Raben Group's activities are organised around its core segments to ensure continuous focus on our customers and to align organisation and management structure.

Road Network segment offers comprehensive distribution services and transportation of national and international groupage shipments and various related services with status of deliveries visible during complete process at myRaben platform supplemented recently with digital order and estimated time of arrival.

Contract Logistics segment is specialised in warehousing, supply chain solutions, information management, value added and co-packing services, e-fulfillment and e-commerce services delivered using efficient processes and best in class IT systems enhanced continuously with available innovations.

Fresh Logistics segment provides transportation, warehousing and other services of temperature-controlled sensitive goods.

FTL and Intermodal segment delivers high quality full truck loads transport solutions and combining of road, short sea and rail solutions (intermodal) and is specialised in management of complex supply chain projects providing value added for customers.

Sea and Air segment is being developed to provide global Sea & Air services.

Real Estate segment delivers high standard, efficient warehouse and office surface for other operating segments. Additionally, it provides construction project and facility management services.

2018 - profit growth built on high quality services

In 2018 the Group with 1.9% higher revenue has delivered 10% more Gross Profit and has more than doubled the EBITA. That was possible due to continuous focus on quality of services, profitability and implementation of strategic projects delivering value for our customers. Priority set in 2018 on organic growth, improved financial performance and pricing has brought visible results.

Further development and optimisation of our network in Germany remains high on our agenda. In 2018 we made progress in roll out of our standard network transport system, improved processes and delivery information. As a result our new network is delivering quality at high group standard level. In October 2018 we have also acquired additional network depot in Schuettorf.

2018 was a year of completion and successful roll out of many projects. New drivers' devices supporting quality of online visibility of deliveries and communication with drivers were implemented in all 11 countries for more than 5.000 trucks. Online estimated time of arrival (ETA) of deliveries and further enhancement of myRaben platform (including online order) were another successfully implemented digital projects. As every year we have continuously developed our network transport process and invested in the change of structure of transport equipment with priority on local traffic trucks and trailers. Further roll out of standard systems (transport, warehouse and finance) are additionally improving standardisation and quality and efficiency of our services and lowering costs of our back office.

As in previous years, we have invested in our network and efficient terminals. New warehouse facility was open in Warsaw and Prague. We have also opened the new head office building in Mannheim in Germany.

The revenue line has increased by 1.9% mainly as a result of strong organic growth in Poland and CEE and M&A development in Germany. This was offset by 10% lower revenue in Germany which was and impact of market reaction and network partners volume loss following the decision to start of network from 2018.

The Group's operating result (EBITA) before special items in 2018 was higher by 7.4M EUR. Poland has reached record level with improvement by 9.9M EUR versus 2017. Germany profitability has stabilised throughout 2018 with adjusted network capacity to new conditions. In 2018 new strategic turnaround plan for Germany was launched which is aimed at breakeven target within 4 years with main elements being organic growth, pricing policy, transport cost optimisation and operating expenses cut. By Q4 2018 all elements of the plan were initiated and will be continued in 2019.

On segments level Contract Logistics segment has performed on solid level comparable to 2017 with further potential for growth of profit in 2019. Road Network has doubled the result in 2018 which was mainly driven by very good year in Poland. FTL segment has almost doubled result from 2017 and Fresh Logistics is over 10% over last year.

In current year the Group total capital expenditure amounted to above EUR 34M and included mainly investments in new X-dock and warehouse facilities in Germany and Poland, and replacement of trailers and trucks. This was offset by a disposal in total amount over EUR 8M (sale of transport equipment and real estate right).

Changes in legal entity structure during 2018

Germany

Peter Internationale Spedition GmbH, Spedition Balter & Zimmermann GmbH, GS Frachtlogistik GmbH and Busse Logistik GmbH & Co. KG have been merged with Raben Trans European Germany GmbH.

The Netherlands

Raben Group Intellectual Properties B.V. have been merged into Raben Group N.V.

Raben Real Estate Holding B.V. changed into Raben Real Estate Holding N.V.

Employees

Our employees are high on our agenda as our people are in the center of operations and in daily contact with customers. In 2018 we have been working on programs aimed at employee engagement and employees dialogue, employer branding, transparent remuneration policies and additional management trainings.

In 2019 we will continue to invest in training and development programs, employee surveys, friendly office facilities, efficient IT system and other initiatives improving employer branding and working environment. Development of safety culture and safe place to work is one of the Groups strategic pillars. Raben Group employment in the end of 2018 was on a level of 9,372 (2017: 9,365) FTEs.

Financial information

Balance sheet and P&L Key Performance Indicators (KPIs)

	2018	2017
Net turnover	1.159.566	1.137.563
Gross profit	399.346	363.177
% Gross profit	34,4%	31,9%
Other operating revenues	2.908	5.308
Salaries and other operating costs	363.049	337.379
EBITDA before special items	39.205	31.106
% EBITDA before special items	3,4%	2,7%
EBITA before special items	20.108	12.706
% EBITA before special items	1,7%	1,1%

^* EBITA is EBIT before amortisation of goodwill

	31 Dec 2018	31 Dec 2017
LIQUIDITY
Current ratio (Current assets/Current liabilities)	1.06	1.04
EQUITY RATIO
Equity/Total Assets	25.1%	25,4%
NET DEBT
Net Debt (kEUR)	78.002	74.654
LEVERAGE
Financial leverage (Total Net Debt / EBITDA before special items)	1.99	2.35

The Group's EBITA before special items for 2018 amounted to EUR 20,108k (EUR 12,706k for 2017) and is higher compared to 2017 driven by significantly higher Gross Profit. 2018 EBITA was impacted by special items results in the amount of EUR 4,386k (2017: EUR 5,871k). Special items in 2018 related to personnel restructuring warehouse restructuring and company liquidation in Belgium. Net result of the group is under the impact of non-cash like items (amortisation of goodwill 8M and positive foreign exchange differences 2M).

Cash flow and funding requirements

Consolidated cash flows in 2018 presents net cash outflow which amounted to EUR (2,597)k as compared to the 2017 inflow of EUR 3,654k. This consisted of net cash inflow from operations of EUR 26,740k (2017: EUR 29,163k) offset by net cash outflow from investing activities of EUR (23,858k) (2017: EUR (29,987k) and cash outflow from financing activities of EUR 5,479k (2017: EUR 4,447k).

Net investment cash flows of EUR (23,858k) includes mainly capital expenditures in real estate, equipment and software. In 2018 group has inflow from divesting activities in the amount of EUR 8,485k. lt was realised mainly from sales of trucks, trailers and containers in Germany, Netherlands and real estate right in Poland.

Cash flow from financing activities relates to repayment of syndicated loan and finance leases and interest. In addition, the net utilization of the overdraft facilities by Raben Group entities increased by EUR (1.2M).

Environmental and personnel related information

Quality policy

From the very beginning of its presence on the European market the Raben Group concentrates on the quality of the provided services. The subsidiaries have implemented quality management systems in accordance with ISO 9001 standard, ISO 14001 and AEO certificates as well. The companies providing services for food industry also implemented HACCP standards.

The relevant certificates confirm that the implemented Integrated Management System is managed through processes and is subject to continuous improvement through setting measurable quality goals, verifying the goal achievement and process improvements.

Information regarding aspects of corporate social responsibility

The Raben Group is continuing a program of Corporate Social Responsibility (CSR). The main aim of this program is to compensate the negative impact on the environment, by implementing several steps across the whole group. For example, the eco courses for truck drivers which are supposed to reduce the consumption of fuel, education programs for employees in the area of protection of nature, saving energy and monitoring the consumption of energy in Raben Group's branches. Furthermore, the project supports upgrading Raben Group's fleet to the latest EUR requirements, monitoring of CO ₂ emissions including actual CO ₂ footprint in transport system, environmentally friendly warehouses and office locations.

In 2017 the Group has continued development of safety culture to create a safe working environment for our employees and contractors.

Information on male/female partitioning of board members

At the Company, the Management Board and Supervisory Board consists of male members. This is due to the business in which we operate and the small size of the statutory Board. Raben Group is aiming to get right diversity mix of male and female in the Management Board and Supervisory Board. The Group Management Team consists of good mix of male and female representatives.

Research and development information

In 2018 the Group has continued an innovation program - Genius Lab with a task to deliver value bringing innovations to transport and logistics processes, to improve efficiency and digitalise processes and create more value to our customers. Raben Group invests in research and development programs mainly in the areas of process digitalisation, warehouse automation and analytics. Our programs are intended to improve operational productivity and quality to efficient solutions related to better fleet utilization, real time visibility of shipments and increased fleet capacity. Our R&D programs are driven by a sound business case and customers expectation on continuous improvement. In 2018 we have also continued lean culture change in selected units.

Risk management

Raben Group's Management draws particular attention to risk management in the Group. Risk management involves understanding, analysing and addressing risks to ensure that Raben Group can achieve their objectives. Risk management is performed and involves following areas: operations, business continuity, insurance, health and safety, corporate governance, information and systems security, compliance, planning and financial reporting.

Risk management process

Risk Management is performed by the systematic application of management policies, procedures and practices and an annual assessment of risks. Risk Management process consist of following steps:

1.	Risk identification
2.	Root cause identification
3.	Identification of controls and mitigations factors
4.	Implementation of mitigation solution
5.	Regular monitoring and reviewing

Risk management is performed by regular reporting and follow-up process in relation to identified risk. The most significant risks which were identified based on the most recent risk assessment are presented below.

Risk and uncertainties, mitigation factors

Risk identified	Control measure taken
IT - systems Interruption
IT systems availability and their performance are critical for majority of key business processes. The company is exposed to a risk of failures in IT implementations or system breakdowns and impact of viruses and ransomware. In addition the improvement of efficiency of business processes is many cases dependant on effectiveness of application of innovations, process and system changes.	Raben Group IT strategy includes standardisation of core systems and applications (Transport Management System, Warehouse Management System, Finance) and related processes. During 2018 we continue to replace system to standard ones maintained by the group. This allows central management, development and support of all standard systems preserving highest available security standards. Group IT department is responsible for continuous maintenance and monitoring of systems performance and proper preventive or recovery actions. In 2018 we have continued to work on strategic road map for IT security maturity.
M& A and integration process
Raben Group grows through organic development and acquisition of new companies. lt is part of Group strategy to extend Group's network by acquiring new business units. Management Board considering risk of potential unsuccessful integration process which can delay or deteriorate strategic advantages, synergies and economies of scale related to new business units. Management analyzes also potential financial impairment risk.	Raben Group's history Shows many successful acquisition and Integration process. lt is achieved by several factors. All acquisition are preceded by extensive due diligence process. Only companies that matches existing Raben Group business model or can be simply adjusted are acquired. Acquisition and Integration teams consists of experienced employees responsible for the process. Group organization structure (from operational and financial reporting perspective) enable effectively integration and support for newly acquired companies.
Macroeconomic - regional exposure
Raben Group conduct a business in 11 European countries. Economic downturn in this region can affect Group financial position. Part of Group business is located in Ukraine where current political and economic situation is unstable.	Raben Group Management regular and closely monitor current development on the market. Detailed financial analyses are reviewed, cash situation is monitored. lt enables very quick reaction in case of any adverse changes in business.
Currency risk
Raben Group is active in non-EURO countries. lt is mainly Poland, Czech Republic, Ukraine and Hungary. lt exposes Group financial results on exchange rate risks.	Currency risks are not hedged through market financial instruments - instead natural hedge is largely utilized to offset or reduce the negative impact of currency fluctuations on its non-EUR subsidiaries. To assess potential impact of the currency fluctuation for Group's financial results Management performs sensitivity analyses during budgeting process to accordingly adjust strategic decisions.
Fuel risk
Raben Group revenues and costs are influenced by the fluctuation of fuel prices	Fuel risks are not hedged through market financial instruments. Instead contractual diesel floater clauses are largely utilized to offset the negative impact of fuel fluctuations.
	To assess potential impact of the fuel fluctuation for Group's financial results Management monitors the usage of diesel floater clauses in the Group.
Compliance - legal, tax, claims
The Group is subject to various national and international laws and regulations. Tax and legal requirements in various country differ and increase complexity of business. Non-compliance can impose on Raben Group financial fines or other penalties. lt can also have negative impact on Group reputation and relation with stakeholders.	Raben Group closely monitors requirements and changes in regulation in all countries of operation. Experienced Management Team in the countries are responsible to ensure compliance with local regulation. During making all strategic decisions on Group level the cross-border implications are taken in to account. To ensure compliance with all regulation significant decision are also consulted with experienced external advisors. Raben Group internal processes are designed to ensure compliance with all legislation. Group manuals and internal procedure draws extensive attention to compliance.
Credit risk
The Group's credit risk mainly relate to trade receivables.	Credit risk is not concentrated around any major customers. The company operates with a rich portfolio of customers and in diverse geographical markets and industry segments and therefore is not dependent on a single customer. The underlying risks are managed through a robust credit evaluation and an efficient system supported cash collection processes.

None of the above-mentioned risk has materialized with any significant impact in 2018.

Improvements in risk management system

Raben Group systematically improves risk management system. New initiatives are implemented. In 2018 we have continued with live test scenarios and simulations to extend awareness and readiness for potential risk related to business continuity.

Outlook for 2019

Based on EU projections economic growth in Europe will be at the level of 2%. We assume that the European road freight market will grow in line with the underlying economic growth rate and that we will be able to gain market share in all the markets, in which we operate.

The Group will continue the focus on service excellence and on development and immediate implementation of best in class integrated processes and innovations in transport and logistics to continuously bring value to our customers. In 2019 we will leverage on solutions implemented in 2018 which shall build up group strategic advantage to the market. We will continue to invest our efforts in digitalisation projects which will deliver even higher quality of service for customers in the same time allowing us to optimise the direct and back office costs and quality of our service.

We will further work on our network in Germany to roll out standard transport system and standardise our processes to create even more synergies with the group and explore strategic value of this asset.

Oss, 15 March 2019

The Management:

E. Th. J. RABEN

M. W. M. RABEN

Consolidated financial statements

Consolidated balance sheet as at 31 December 2018

(result before profit appropriation)

ASSETS

	Note	31. Dec 2018	31. Dec 2017
Fixed assets
Intangible fixed assets	1	11.845	18.323
Tangible fixed assets	2	221.088	216.713
Financial assets	3	3.456	3.821
Deferred tax assets	4	7.268	8.812
		243.657	247.669
Current assets
Financial assets	3	172	152
Inventories	5	2.776	2.826
Trade receivables	6	156.566	160.565
Other receivables	7	13.487	12.879
Cash and cash equivalents	8	48.286	50.883
		221.287	227.305
TOTAL ASSETS		464.944	474.974
EQUITY AND LIABILITIES
		31. Dec 2018	31. Dec 2017
Equity
Shareholders' equity	9	116.488	120.534
		116.488	120.534
Non-current liabilities
Provisions	10	13.618	16.132
Finance liabilities	11	120.754	120.371
Other liabilities	12	4.406	-
		138.778	136.503
Current liabilities
Finance liabilities	13	5.534	5.166
Trade liabilities	14	160.933	168.661
Trade accruals	15	13.498	14.359
Payroll	16	12.308	12.386
Tax liabilities	16	9.051	9.830
Other liabilities	16	8.354	7.535
		209.678	217.937
TOTAL LIABILITIES		464.944	474.974

Consolidated profit and loss statement for the year ended 31 December 2018

(result before profit appropriation)

	Note	2018	2017
Net turnover	21	1.159.566	1.137.563
Cost of sales		760.220	774.386
Gross profit		399.346	363.177
Other operating revenues	22	2.908	5.308
Salaries and other operating costs	23	363.049	337.379
Depreciation and amortisation		19.097	18.400
Special items	24	4.386	5.871
EBITA		15.722	6.835
Amortisation and impairment of goodwill		8.223	5.989
Net operating profit		7.499	846
Financial income	25	3.156	424
Financial expense	25	5.308	8.894
Net financial result		(2.152)	(8.470)
Profit before taxation		5.347	(7.624)
Tax an ordinary activities	26	3.939	2.131
Group net profit		1.408	(9.755)

Consolidated cash flow statement for the year ended 31 December 2018

	Note	2018	2017
Net profit		1.408	(9.755)
Adjustment to:
Depreciation/amortisation (in)tangible fixed assets		27.299	24.368
Financial income/expenses		1.812	6.718
Gain an disposal of fixed assets		(366)	(1.101)
Adjusted Net profit		30.153	20.230
Change in provisions	27	(2.514)	(1.544)
Change in receivables	27	3.391	(11.743)
Change in inventory		50	(178)
Change in deferred tax		1.544	559
Change in liabilities and accruals	27	(5.884)	21.839
Cash flow from operating activities		26.740	29.163
Cash flow from investing activities
(Addtions to)/disposals of intangible fixed assets		(2.839)	(1.654)
(Addtions to)/disposals of tangible fixed assets		(29.609)	(33.171)
Income from Fixed assets sale		8.485	12.448
Change in financial fixed assets		345	(2.312)
Acquisition of subsidiaries net of cash acquired		(240)	(5.298)
Cash flow from investing activities		(23.858)	(29.987)
Cash flow from financing activities
Dividend paid		-	(1.750)
Change in loans, finance leases (including interests paid)		(4.299)	5.622
Change in overdrafts		(1.180)	605
Cash flow from financing activities		(5.479)	4.477
Net cash flow		(2.597)	3.654
Cash movement in the financial year
Cash as of 1 January		50.883	47.229
Cash movement in the period		(2.597)	3.654
Cash as at 31 Dec		48.286	50.883

Consolidated statement of comprehensive income for year ended 31 December 2018

(result before profit appropriation)

	2018	2017
Consolidated net result after tax attributable to the Group	1.408	(9.755)
Translation differences on foreign participating interests	(6.268)	11.316
Translation results on loan	814	(2.114)
Other changes	-	19
Total of items recognised directly in shareholders' equity of the Group	(5.454)	9.221
Total recognized income and expense for the period	(4.046)	(534)

Accounting policies used in preparing the consolidated financial statement

General

Relationship with parent company and principal activities

Raben Group N.V. (the "company"), domiciled in Oss, The Netherlands, is a private limited liability company. 100% of Raben Group N.V. shares is held by Raben Beheer B.V. The company is primarily a holding entity.

Financial reporting period

The Management Board's report and consolidated financial statements, consisting of a balance sheet statement, a profit and loss statement, a cash flow statement and notes to the financial statements, have been prepared for the year ended 31 December 2018, with comparative figures related to the year ended 31 December 2017.

Basis of preparation

The financial statements have been prepared in accordance with Title 9 Book 2 of the Netherlands Civil Code. In general, the accounting principles adopted for the valuation of assets and liabilities and determination of the result are based an the historical cost convention. Financial instruments and the valuation of assets and liabilities are stated at fair value.

Application of Section 402, book 2 of the Netherlands Civil Code (BW)

The financial information of Raben Group N.V. is included in the consolidated financial statements. For this reason, in accordance with Section 402, Book 2 of the Netherlands Civil Code, the stand-alone profit and loss statement of Raben Group N.V. exclusively states the share in the result after taxation of companies in which participating interests are held and other results after taxation.

Continuity ("Going concern")

The continuity assumption was applied during the preparation of these financial statements. There were no indications that would prevent the company from applying the going concern assumption in respect of the 2018 financials.

ACCOUNTING POLICIES

An asset is disclosed in the balance sheet when it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the cost of the asset can be reliably measured.

A liability is disclosed in the balance sheet when it is expected to result in an outflow from the entity of resources embodying economic benefits and the amount of the obligation can be measured with sufficient reliability.

If a transaction results in a transfer of future economic benefits to a third party and / or when all risks and rewards relating to an asset or a liability are transferred to a third party, the asset or liability is no longer included in the balance sheet. Assets and liabilities are either not included in the balance sheet if economic benefits are not probable or cannot be measured with sufficient reliability.

Revenue is recognized when the company has transferred to the buyer the significant risks and rewards of ownership of the goods or when service was "effectively" delivered to a customer. Effectiveness of delivery to a customer is routinely regulated in customer contracts and can be considered attained upon receipt of confirmation of service or on clearing.

The income and expenses are accounted for in the period to which they relate.

The preparation of the financial statements requires the management to form opinions and to make estimates and assumptions that influence the application of principles and the reported values of assets and liabilities and of income and expenditure. The actual results may differ from these estimates. The estimates and the underlying assumptions are constantly assessed. Revisions of estimates are recognized in the period in which the estimate is revised and in future periods to which the revision may relate.

Consolidation principles

The consolidated financial statements include the financial data of Raben Group N.V. and its group companies and other "controlled" companies.

Control exists when the company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Group companies are participating interests, in which Raben Group N.V. has a direct and indirect controlling interest, generally exceeding 50% share. In assessing whether controlling interest exists, potential voting rights that presently are exercisable are taken into account. Joint ventures with 50% voting rights are consolidated using proportional method. Group companies exclusively acquired with the view to resale or in bankruptcy or liquidation are exempted from consolidation.

The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

Intra-group balances, and any other unrealized income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. The group companies are consolidated in full with minority interest presented within group equity separate from parent's equity. Minority interests in the profit or loss statement of the group are presented as an item of income and expense on the face of the profit and loss statement.

Summary of the consolidated group companies:

	Participation
Name	31. Dec 2018	31. Dec 2017
Netherlands
Ascari Investmensts B.V. (Oss)	100%	100%
Raben Netherlands B.V. (Oss)	100%	100%
Raben Real Estate Holding N.V. (Oss)	100%	100%
Raben Group Intellectual Properties B.V. (Oss)	*	100%
Poland
Raben Transport Sp. z o.o. (Gądki)	100%	100%
Raben Real Estate Poland Sp. z o.o. (Robakowo)	100%	100%
Raben Management Services Sp. z o.o (Robakowo)	100%	100%
Raben East z o.o. (Robakowo)	100%	100%
Raben Logistics Polska Sp. z o.o. (Robakowo)	100%	100%
Fresh Logistics Polska Sp. z o.o. (Robakowo)	100%	100%
Ukraine
Raben Ukraine T.z.o.w. (Kiev)	100%	100%
Parkridge Ukraine Brovary I T.z.o.w. (Kiev)	100%	100%
Baltics
UAB Raben Lietuva, Lithuania (Vilnus)	100%	100%
SIA Raben Latvia, Latvia (Riga)	100%	100%
Raben Eesti OU, Estonia (Talinn)	100%	100%
Germany
Raben Germany GmbH (Mönchengladbach)	100%	100%
Raben Services GmbH (Mönchengladbach)	100%	100%
Raben Trans European Germany GmbH (Mönchengladbach)	100%	100%
Raben Germany Immobilien GmbH (Mönchengladbach)	100%	100%
Raben Trans European Immobilien GmbH (Mönchengladbach)	100%	100%
Eli Lagerhaus GmbH (Koblenz)	100%	100%
Fenthol & Sandtmann GmbH (Hamburg)	50%	50%
Kraftverkehr P. & M. Ehrig GmbH (Hamburg)	50%	50%
FKL Fenthols Kontraktlogistik GmbH	50%	50%
Spedition Balter GmbH & Co. KG (Koblenz)	100%	100%
Cargo Repal Service GmbH & Co. KG (Koblenz)	100%	100%
Raben Trucking & Rental GmbH (Koblenz)	100%	100%
Spedition Balter & Zmmermann GmbH (Gera)	*	100%
Zmmermann Logistik GmbH & Co. KG (Gera)	100%	100%
Peter Internationale Spedition GmbH (Siegen)	*	100%
Heinrich Scheffler GmbH & Co. KG (Langenhagen)	100%	100%
GS Frachtlogistik GmbH (Garching)	*	100%
Busse Logistik GmbH & Co. KG (Kassel)	*	100%
Busse Logistik Dienstleistungs GmbH (Kassel)	100%	100%
Czech Reoublic
Raben Logistics Czech s.r.o. (Horovice)	100%	100%
Slovakia
Raben Logistics Slovakia s.r.o. (Bratislava)	100%	100%
Hunoary
Raben Real Estate Hungary kft. (Budapest)	100%	100%
Raben Trans European Hungary kft. (Dunaharaszti)	100%	100%
Romania
Raben Logistics Romania s.r.l. (Bucharest)	100%	100%

^* Merged in 2018.

Having Raben Group N.V as ultimate parent entity and being consolidated into its financial statements, the following German subsidiaries have elected to apply the local statutory audit exemption or publication exemption for the fiscal year ending December 31, 2018 according to § 264 (3) German Commercial Code (HGB): Raben Trans European Germany GmbH and Spedition Balter GmbH.

Raben Netherlands also elected to apply the local statutory audit exemption and publication exemption for the year ending December 31, 2018 according to article 2:403 Book 2 of the Netherlands Civil Code.

Changes in consolidated group companies:

Germany

Peter Internationale Spedition GmbH, Spedition Balter & Zimmermann GmbH, GS Frachtlogistik GmbH and Busse Logistik GmbH & Co. KG have been merged with Raben Trans European Germany GmbH.

The Netherlands

Raben Group Intellectual Properties B.V. have been merged into Raben Group N.V.

Mergers and acquisitions

Acquisitions are recognized in the financial statements according to the purchase accounting method. This means that any assets and liabilities acquired are carried at fair value as at the acquisition date. The difference between cost and the company's share of the fair value of the identifiable assets and liabilities acquired at the time of the transaction of a participating interest is recognized as goodwill.

In the case of a transaction under common control, the carry-over accounting method is applied. This means that the transaction is stated at the carrying amount in the financial statements for the financial year, in line with the amount included in the financial statements of the parent, as of the merger date. The comparative figures are not restated. The difference between cost and the carrying amounts of the acquired assets and liabilities is recognized in equity.

Principles for the translation of foreign currencies

Foreign currency transactions - the individual entity

Transactions denominated in foreign currencies are translated into the relevant functional currency of the group companies at the exchange rate applying on the transaction date. Monetary assets and liabilities denominated in foreign currency are re-measured into the functional currency at the balance sheet date at the exchange rate applying on that date. Non-monetary assets and liabilities in foreign currency that are stated at historical cost are re-measured into functional currency at the applicable exchange rates on the transaction date. Foreign exchange gains and losses arising on are taken to the profit and loss account as expenditure.

Translation of the financial statements of businesses operating abroad into Raben Group's consolidated financial statements

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on consolidation, are translated into euro at exchange rates applying on the reporting date. Income and expenses of foreign operations are translated into euro at the average exchange rate. Translation gains and losses are taken to the reserve for translation differences, which is part of equity. If a foreign operation is totally or partially sold, the amount is transferred from the reserve for translation differences to the profit and loss account.

		2018		2017
Country	Currency	Average 2018	Closing 31 December 2018	Average 2017	Closing 31 December 2017
Poland	PLN	4.2617	4.3000	4.2583	4.1709
Czech Republic	CZK	25.6434	25.7250	26.3295	25.5400
Ukraine	UAH	32.1289	31.7141	30.0753	33.4954
Hungary	HUF	318.8656	321.5100	309.2119	310.1400
Romania	RON	4.6535	4.6639	4.5680	4.6597

Financial Instruments

Financial instruments include investments in shares and bonds, trade and other receivables, cash items, loans and other financing commitments, trade and other payables. Financial instruments may also include derivative financial instruments (derivatives) embedded in contracts.

Loans granted and other receivables

Loans granted and other receivables are carried at amortised cost using the effective interest method, less impairment losses.

Other financial commitments

Financial commitments that are not held for trading purposes are carried at amortised cost using the effective interest rate method.

Hedge accounting

With exception of interest rate hedging, the Raben Group does not use hedge instruments, such as forwards or options, to hedge foreign exchange risks resulting from purchase and sale transactions. The Raben Group does not apply hedge accounting, therefore the results from changes in the value of the forward foreign exchange contracts are recognised separately from the hedged receivables or payables in the profit and loss statement.

Derivative financial Instruments

The Group holds derivative financial instruments to mitigate its interest rate risk exposures. Derivatives are recognized initially at fair value, any attributable transaction costs are recognized in profit or loss as incurred. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are recognized immediately in profit or loss.

Intangible fixed assets

Concessions, licenses and intellectual property rights

Concessions, licenses and intellectual property rights are stated at cost and relate, among other things, to acquired software and operating systems and databases.

The capitalized costs of concessions, licenses and intellectual property rights are amortised on a straight-line basis over a period up to five years.

Goodwill

Goodwill represents the excess of the cost of the acquisition over the company's interest in the net fair value of the assets acquired and liabilities and contingent liabilities assumed at the transfer date less amortisation and impairment losses. Goodwill paid upon the acquisition of foreign group companies and subsidiaries is translated at exchange rates at the date of the acquisition. The capitalized goodwill is amortised on a straight-line basis over the estimated useful life of five years.

Negative goodwill

Negative goodwill represents the excess of fair value of net assets acquired over the acquisition cost.

To the extent that negative goodwill relates to expectations of future losses and expenses that portion of negative goodwill is recognised as income in the profit and loss statement when the future losses and expenses are recognised.

To the extent that negative goodwill does not relate to identifiable expected future losses and expenses that can be measured reliably at the date of acquisition, negative goodwill is recognised as income in the profit and loss statement as follows:

•	the amount of negative goodwill not exceeding the fair values of acquired identifiable non-monetary assets is recognised as income an a systematic basis over the remaining weighted average useful life of the identifiable, acquired, depreciable/amortisable assets; and
•	the amount of negative goodwill in excess of the fair values of acquired, identifiable non-monetary assets should be recognised as income immediately.

Negative goodwill recognised upon the acquisition of foreign group companies and subsidiaries is translated at exchange rates at the date of the acquisition.

Prepayments on intangible fixed assets

Prepayments on intangible fixed assets are stated at cost. Prepayments on intangible fixed assets are not amortised.

Tangible fixed assets

Land and buildings, plant and equipment, other fixed assets, prepayments on tangible fixed assets and tangible fixed assets under construction are stated at purchase cost or construction cost, less accumulated depreciation.

The cost of self-constructed assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the asset to a working condition for its intended use, such as production cost, production overhead cost and interest paid to third parties during the period of construction or manufacturing.

Tangible fixed assets, for which the company and its group companies possess the economic ownership under a financial lease, are capitalised. The obligation arising from the financial lease contract is recognised as a liability. The interest included in the future lease instalments is charged to the profit and loss account during the term of the finance lease contract.

There were no government grants related to tangible fixed assets, which would require deduction from the cost price of the assets to which the grants relate.

Depreciation is recognized in the profit and loss statement on a straight-line basis over the estimated useful lives of each item of the tangible fixed assets. Land, tangible fixed assets in production and prepayments on tangible fixed assets are not depreciated.

The following rates of depreciation are applied:

Type of asset	Depreciation period
	from	to
Buildings	33 years
Plant and equipment	3 years	15 years
Other fixed operating assets	3 years	4 years

Maintenance expenditures are capitalized when the maintenance expenditure extends the useful life of the asset.

In addition, part of the interest on debt over the period of manufacturing is allocated to the manufacturing cost.

Impairment or disposal of fixed assets

The company states intangible, tangible and financial fixed assets in accordance with generally accepted accounting principles for financial reporting in the Netherlands.

Pursuant to these principles, assets with a long life should be reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists the assets' recoverable amount is estimated. The recoverable amount is calculated as the present value of estimated future cash flows, discounted at the effective interest rate.

If the book value of an asset exceeds the recoverable amount, impairment is charged to the result equal to the difference between the carrying amount and the recoverable amount. Assets for sale are stated at the carrying amount or lower market value, less selling costs.

Non-current assets held for sale

Non-current assets held for sale are measured at the lower of carrying amount and fair value less cost to sell.

Financial assets

Participating interests, where significant influence is exercised over the business and financial policy are valued according to the equity method on the basis of net asset value. The net asset value is calculated an the basis of the accounting principles of the company. Participating interests with a negative net asset value are valued at nil. However, the effect of negative net asset valuation is taken into provisions for investments in group companies.

Participating interests, where no significant influence is exercised, are stated at cost less any accumulated impairment losses.

The loans to non-consolidated participating interests are included at nominal value less any provisions deemed necessary.

The accounting policies for other financial fixed assets are included under the heading 'financial instruments'.

Dividends are recognized in the period in which they are declared.

Interest income is recognized in the profit and loss account as it accrues, using the effective interest method. Any profit or loss is recognized in the profit and loss statement as accounted for under financial income or expenses.

Inventories

Raben Group operates in service industries and generally does not hold any major inventories. Inventories mainly consist of raw materials, such as fuel, packaging and pallets and consumables, such as office supplies, which are stated at the lower of cost (purchase price) and market value. The cost is based on the first-in first-out principle.

Fuel held in inventories is considered as goods for resale and is stated at cost. Cost includes the purchase price and expenditure incurred in acquiring the inventories and bringing them to their existing location and condition.

Trade and other receivables and securities

The principles for the valuation of trade and other receivables and securities are described under the heading 'financial Instruments'.

Shareholders' equity

Profit and loss for the year

Includes consolidated net profit of Raben Group for the financial reporting period.

Other reserves

Other reserves comprise retained earnings, dividends received and paid out.

Translation reserves

Translation reserves consisting of gains and losses on translation of the financial statements of businesses operating abroad into Raben Group's consolidated financial statements. lt includes also result of application of net investment concept in relation to loan granted by Raben Group to Raben Ukraine.

Group Management Board has took into account current and expected political and economic situation in Ukraine and decided to change assessments related intercompany loans granted to Raben Ukraine and treat them as long term net investment. Therefore exchange rate differences related to above mentioned loans are accounted directly to equity - translation reserves.

Minority interests

Minority interests are measured at net fair value of the acquirer's identifiable assets, liabilities and contingent liabilities at the date of the acquisition.

Provisions

A provision is recognized if:

-	the company has a legal or constructive obligation, arising from a past event; and
-	if there is a probable outflow of resources; and
-	the amount can be estimated reliably.

The provision for restructuring relates to expected and announced costs of restructuring programs.

A provision for maintenance is recognized for maintenance costs of buildings and equipment based on a long-term maintenance program and mainly relates to properties held as tangible fixed assets.

Employee benefits

Other employee benefits (actuarial)

Provision for other employee benefits concerns mainly jubilee rewards and one-off retirement payments upon employees' departure on retirement. Such benefits are typically provided for on a periodical basis and are calculated on statistical methods by entities themselves or with assistance from actuaries.

Foreign pension plans

Pension plans that are comparable in design and functioning to the Dutch pension system, having a strict segregation of the responsibilities of the parties involved and risk sharing between the said parties (company, fund and participants) are recognized and measured in accordance with Dutch pension plans (see previous section).

For foreign pension plans that are not comparable in design and functioning to the Dutch pension system, a best estimate is made of the commitment as at balance sheet date. This commitment should then be stated on the basis of an actuarial valuation principle generally accepted in the Netherlands.

Defined benefit plans

There were no defined employee benefit plans managed or outsourced by Raben Group or its subsidiaries in 2017 and in 2018, with the exception of a pension plan in Raben Trans European Germany, its fully consolidated subsidiary.

The net obligation in respect of defined benefit pension plans is calculated by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present value, and any unrecognized past-service costs and the fair value of any plan assets are deducted. The calculation is performed by a qualified actuary using the projected unit credit method.

Long-term debt

Financial liabilities

When financial liabilities are recognized initially, they are measured at fair value, plus, in the rase of financial liabilities not classified at fair value through profit or loss, directly attributable transaction costs.

Other financial liabilities

After initial measurement, other financial liabilities are carried at amortized cost using the effective interest rate method. Gains or losses are recognized in the profit and loss account when the liabilities are derecognized, as well as through the amortization process.

Leasing

Assessing whether an agreement contains a lease is based on the substance at the inception date of the agreement. The agreement is regarded as a lease if the fulfilment of the agreement depends on the use of a specific asset, or on whether the lease contains the right of use of a specific asset.

Under finance leases (with the risks and rewards of ownership of the lease transferred substantially to the lessee), at the inception of the lease, the lease property and related liability are carried at the lower of the fair value of the lease property at the inception of the lease and the present value of the minimum lease payments. The lease is initially recognized including the initial direct costs incurred by the lessee. Lease payments are apportioned between the interest expense and repayment of the remaining balance of the liability, with the remaining balance of the net liability bearing a constant rate of interest.

The capitalized lease property is depreciated over the shorter of the term of the lease and the useful economic life of the property, if there is no reasonable certainty as to whether ownership of the property is transferred to the lessee at the end of the term of the lease.

Under operating leases, the lease payments are charged to the profit and loss account on a straight-line basis over the term of the lease.

Revenue accounting

Goods sold and service rendered

Revenue from the sale of goods is considered a minor part of Raben Group's business and mainly relates to re-sale of fuel to its subcontractors. Such revenue and also revenue from transport, logistics, shipping and customs services (being the main stream of Raben Group's revenues) is measured at the fair value of the consideration received or receivable, net of returns (if any) and allowances, trade discounts and volume rebates. Revenue is recognized, when the significant risks and rewards of ownership have been transferred to the buyer, recovery of consideration is probable, the associated costs and possible return of goods / claim on services can be estimated reliably, and there is no continuing management involvement with the goods. Transfers of risks and rewards vary depending on the individual terms of the contract of sale.

Rental income

Rental income from investment property is recognized in the profit and loss statement on a straight-line basis over the term of the lease. Lease incentives granted are recognized as an integral part of the total rental income, over the term of the lease.

License fees and royalties

License fees and royalties are paid for the use of an entity's assets, for example trademarks, patents and software. Revenue is recognized on transfer of rights to the licensee or on a straight-line basis over the license period.

Costs of outsourced work and other external costs

This concerns costs that are directly attributable to net sales.

Share in the result from Investments in participating interests

The share in the result of participating interests consists of the share of the Group in the result of these participating interests. Results on transactions, where assets and liabilities are transferred between the Group and the non-consolidated participating interests and mutually between non-consolidated participating interests themselves, are eliminated on consolidation. The results of participating interests acquired or sold during the financial year are stated in the Group result from the date of acquisition or until the date of sale respectively.

Corporate income tax

Corporate income tax expense comprises current and deferred tax. Corporate income tax expense is recognized in the profit and loss statement except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax is provided for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.

A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available, against which temporary difference can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized. Deferred tax is presented at nominal value.

Discontinued operations

In order to recognize a business segment as a discontinued operation upon disposal of the segment in question, the company defines a business segment as part of a unit in which the activities and cash flow are largely dependent on other activities. A business segment can generally be defined as a service line within one business unit, geographically as a number of service segments operating in a unique territory and/or as a separate, independent business unit operating in one or all of the service lines.

Gains or losses from the disposal of a business segment (as defined above), with the results from these activities, are stated separately as result on terminated activities until the date of disposal. There were no business segments disposed of by Raben Group in 2017 and in 2018.

Cash flow statement

The cash flow statement has been prepared using the indirect method. Cash flows in foreign currency are translated into euro at the average weighted exchange rates at the dates of the transactions.

Cash flows from financial derivatives that are stated as fair value hedges or cash flow hedges are attributed to the same category as the cash flows from the hedged balance sheet items. Cash flows from financial derivatives, to which hedge accounting is no longer applied, are categorized in accordance with the nature of the instrument as from the date on which the hedge accounting is ended.

If the balance sheet and the profit and loss account are drawn up under the historical cost convention, fair values of items included in the balance sheet and the profit and loss statement have been disclosed in the notes to the financial statements to show a true and fair view.

Determination of fair value

A number of accounting principles and disclosures require the determination of fair values, for both financial and non-financial assets and liabilities. For measurement and disclosure purposes, the fair value is determined. Where applicable, detailed information concerning the principles for determining the fair value are included in the sections that specifically relate to the relevant asset or liability.

Financial assets

The fair value of financial assets is determined on the basis of the listed closing (bid) price as at reporting date. The fair value of investments held to maturity is only determined for the benefit of the disclosures.

Trade and other receivables

The fair value of trade and other receivables is estimated at the present value of future cash flows.

Derivatives

The fair value of forward exchange transactions is based on the quoted market price, if available. If there is no market price available, fair value is estimated based on the expected cash flows discounted at the current interest rates, including a margin for discounting the relevant risks.

Non-derivative financial obligations

The fair value of non-derivative financial commitments is only determined for disclosure purposes and is calculated on the basis of the net present value of future repayments and interest payments, discounted at the market interest rate, including a margin for the relevant risks as at the reporting date. For financial leases, the market interest rate is determined using comparable leasing agreements.

Notes to the consolidated financial statements as at 31 December 2018

1. Intangible fixed assets

The movements of the intangible fixed assets are as follows:

	Goodwill	Licences and software	Intangible assets other	Intangible assets under construction	Total
Balance as at 1 Jan 2018:
Gross book value (GBV)	57.297	19.330	246	354	77.227
Accumulated amortisation and impairment	42.122	16.568	214	-	58.904
Carrying amount (NBV)	15.175	2.762	32	354	18.323
Changes in net book value:
Additions (New acquisition)	471	-	-	-	471
Additions (CAPEX)	-	-	-	2.853	2.853
Disposal & Liquidation (-)	-	-	-	(34)	(34)
Amortisation	(4.030)	(1.453)	(13)	-	(5.496)
FX differences on translation	-	(53)	(1)	(10)	(64)
Reclassification	5	1.680	52	(1.734)	3
Impairment	(4.194)	(17)	-	-	(4.211)
Balance	(7.748)	157	38	1.075	(6.478)
Balance as at 31 Dec 2018:
Gross book value (GBV)	53.512	17.563	233	1.429	72.737

Accumulated amortisation and impairment	46.085	14.644	163	0	60.892
Carrying amount (NBV)	7.427	2.919	70	1.429	11.845
	Goodwill	Licences and software	Intangible assets other	Intangible assets under construction	Total
Balance as at 1 Jan 2017:
Gross book value (GBV)	54.122	17.395	220	46	71.783
Accumulated amortisation and impairment	37.944	14.517	197	-	52.658
Carrying amount (NBV)	16.178	2.878	23	46	19.125
Changes in net book value:
Additions (New acquisition)	4.994	30	-	-	5.024
Additions (CAPEX)	-	-	-	1.689	1.689
Price adjustment	(8)	-	-		(8)
Disposal & Liquidation (-)	-	(10)	0	(115)	(125)
Amortisation	(4.123)	(1.554)	(7)		(5.684)
FX differences on translation	2	119	2	4	127
Reclassification	3	1.299	14	(1.269)	47
Impairment	(1.871)		-	-	(1.871)
Balance	(1.003)	(116)	9	308	(802)
Balance as at 31 December 2017:
Gross book value (GBV)	57.297	19.330	246	354	77.227
Accumulated amortisation and impairment	42.122	16.568	214	-	58.904
Carrying amount (NBV)	15.175	2.762	32	354	18.323

2. TANGIBLE FIXED ASSETS

The movements of the tangible fixed assets are as follows:

	Land & Buildings	Machinery & Equipment	Other Tangible Fixed Assets	Prepayments for Tangible Fixed Assets	Tangible Assets under constructlon	Total
Balance as at 1 Jan 2018:
Gross book value (GBV)	197.764	112.486	14.233	206	13.188	337.878
Accumulated depreciation and impairment	38.707	71.178	11.279	0	0	121.165
Carrying amount	159.057	41.308	2.954	206	13.188	216.713
Changes in book value:
Additions (New acquisition)	24	65	11	-	-	100
Additions (CAPEX)	-	-	-	261	33.930	34.191
Disposal & Liquidation (-)	(658)	(2.006)	(4)	-	(5.701)	(8.369)
Depreciation	(6.035)	(10.254)	(1.268)	-	-	(17.557)
FX differences an translation	(2.833)	(896)	(27)	-	(57)	(3.813)
Reclassification	17.914	12.201	1.516	-	(31.634)	(3)
Impairment	(14)	(160)	-	-	-	(174)
Balance	8.398	(1.050)	228	261	(3.462)	4.375
Balance as at 31 Dec 2018:
Gross book value (GBV)	211.422	110.715	15.723	467	9.726	348.053
Accumulated depreciation and impairment	43.967	70.457	12.541	0	0	126.965
Carrying value	167.455	40.258	3.182	467	9.726	221.088
	Land & Buildings	Machinery & Equipment	Other Tangible Fixed Assets	Prepayments for Tangible Fixed Assets	Tangible Assets under construction	Total
Balance as at 1 Jan 2017:
Gross book value (GBV)	187.834	96.780	13.602	210	5.721	304.147
Accumulated depreciation and impairment	34.387	61.331	9.877	0	0	105.595
Carrying amount	153.447	35.449	3.725	210	5.721	198.552
Changes in book value:
Additions (New acquisition)	49	1.780	44	-	-	1.873
Additions (CAPEX)	-	-	-	-	38.128	38.128
Transfer due to merger	-	-	-	-	-	-
Disposal & Liquidation (-)	(2.326)	(7.550)	9	-	(659)	(10.526)
Depreciation	(5.858)	(9.576)	(1.610)	-		(17.044)
FX differences an translation	4.298	1.284	176	(4)	23	5.777
Reclassification	9.447	19.922	610	-	(30.026)	(47)
Balance	5.610	5.860	(771)	(4)	7.466	18.161
Balance as at 31 Dec 2017:
Gross book value (GBV)	197.764	112.486	14.233	206	13.188	337.878
Accumulated depreciation and impairment	38.707	71.178	11.279	0		121.165
Carrying value	159.057	41.308	2.954	206	13.188	216.713

In the year 2018 main capital expenditures included real estate investments of EUR 17.9M (construction and reconstruction of warehouses in Germany and Poland) and other equipment amounted to EUR 16.3M (e.g. trucks, trailers, semitrailers, containers, forklifts, shelves and racks).

Disposals & liquidation amounted 8.4M and concerns mainly sale of company's trailers and containers and warehouse in Poland.

Depreciation for the period amounted to EUR 17.6M. Value of fixed assets was impacted by exchange rate development (change of CZK/EUR, PLN/EUR and UAH/EUR, RON/EUR). Fixed assets decreased by EUR 3.8M due to translation differences.

Depreciation accounted for in the profit and loss statement was as follows:

	2018	2017
Depreciation of tangible fixed assets	(17.557)	(17.044)
Amortisation of intangibles	(1.466)	(1.561)
FX differences recorded in Equity	(74)	205
Total depreciation	(19.097)	(18.400)

3. Financial assets

	31. Dec 2018	31. Dec 2017
Participating interests	3.009	2.152
Loans granted	15	1.204
Other financial assets	432	465
Long term financial assets total	3.456	3.821
	31. Dec 2018	31. Dec 2017
Loans granted	172	152
Short term financial assets total	172	152

Financial fixed assets includes participating interests of EUR 3.0M.

In 2017 Raben Group has signed and executed the agreement to purchase of 20% shares in Sittam srl, Italy. In 2018 Raben Group has purchased additional 2,8% of shares and converted shareholders loan into equity. Value of the participation increased to EUR 2.8M. Participations are valued at historical costs due to fact that no significant influence is applicable. There is no impairment of carrying amount to market value.

The purchase agreement includes also put and call option of the remaining part of participations. The call option can be used within the period of 5 years from 2020 and the put option can be used within the period of 6 years starting from 2019. This can be executed into 2 steps: up to 51% and then up to 100% year after. Purchase price in the options is calculated based on market value conditions. The result of valuation of options would have no material impact on the financial statements.

Other financial assets include interest rate caps in Raben Germany Immobilien GmbH, the value of which amounts to EUR 159k as at 31 December 2018 (2017: EUR 184k). For further details please refer to note 17 Financial instruments.

4. Deferred tax assets

Total deferred tax assets of EUR 7.3M (EUR 8.8M in 2017) relate mainly to the recognized available tax losses carried forward and temporary tax differences between accounting and tax balance sheets. Deferred tax assets recognised in relation to tax losses carried forward is presented in the amount that it is expected to be recoverable. Please refer to the note 26.

5. Inventories

	31. Dec 2018	31. Dec 2017
Materials including pallets	1.431	1.650
Goods for resale	1.104	1.074
Other inventory	321	240
Provision	(80)	(138)
TOTAL	2.776	2.826

Materials comprise of fuel, packaging and marketing materials. Goods for resale comprise of spare parts, fuel.

6. Trade receivables

Trade receivables presented net of bad debts allowance.

	31. Dec 2018	31. Dec 2017
Trade debtors	153.851	159.311
Service delivered not invoiced	2.715	1.254
Trade receivables Total	156.566	160.565

Net amount of trade debtors is after bad debts allowance in the amount of EUR 6,892k which represents 4,2% of trade receivables (on 31 Dec 2017 EUR 6,030k; 3,6% respectively). All amounts are due within one year.

7. Other receivables

	31. Dec 2018	31. Dec 2017
Prepaid costs	2.608	2.737
Tax assets and receivables	7.667	7.802
Other receivables	3.212	2.340
Other receivables Total	13.487	12.879

Prepaid costs

	31. Dec 2018	31. Dec 2017
Prepaid rent & rates	1.118	1.256
Prepaid insurance premiums	179	389
Prepaid IT licences and maintenance	907	705
Prepaid utilities & phone	110	211
Other	294	176
Prepaid costs Total	2.608	2.737

Tax assets and receivables

	31. Dec 2018	31. Dec 2017
VAT recoverable	6.415	6.067
Corporate Income Tax excess payment due from tax authorities	597	714
Other taxes due from tax authorities	655	1.021
Tax assets and receivables Total	7.667	7.802

All amounts are due within one year.

Other receivables

	31. Dec 2018	31. Dec 2017
Securities-paid	545	484
Claims reimbursable by insurers and other third parties	2.375	1.300
Sale of tangible and intangible fixed assets	43	387
Employee receivables	122	58
Other debtors	127	111
Other receivables Total	3.212	2.340

There were no loans or advances granted to directors and/or to the supervisory board. All amounts are due within one year.

8. Cash and cash equivalents

	31. Dec 2018	31. Dec 2017
Cash and cash equivalents	48.286	50.883
of which:
Restricted cash and cash equivalents	407	96

Cash and cash equivalents include deposits that mature within 30 days. Other liquid assets are all available on demand with the exception of restricted cash.

Restricted cash means cash not available on demand, which amounts to EUR 220k as at 31 December 2018 (EUR 96k as at 31 December 2017) - these amounts have been pledged in connection with taxes, loans, leases, rent or customs commitments.

9. Group equity

Movement on Group Equity

The movement on Group Equity are as follows:

	Share capital	Retained earnings and other reserves	Translation reserve	Result for the year	Total
Balance as at 1 Jan 2018	47	163.686	(33.444)	(9.755)	120.534
Retained earnings	-	(9.755)	-	9.755	-
Dividend paid	-	-	-	-	-
Exchange rate differences	-	-	(5.454)	-	(5.454)
Net result for the current period	-	-	-	1.408	1.408
Other	-	-	-	-	-
Balance as at 31 Dec 2018	47	153.931	(38.898)	1.408	116.488
	Share capital	Retained earnings and other reserves	Translation reserve	Result for the year	Total
Balance as at 1 Jan 2017	47	157.862	(42.646)	7.555	122818
Retained earnings	-	7.555	-	(7.555)	-
Dividend paid	-	(1.750)	-	-	(1.750)
Exchange rate differences	-	-	9.202	-	9.202
Net result for the current period	-	-	-	(9.755)	(9.755)
Other	-	19	-	-	19
Balance as at 31 Dec 2017	47	163.686	(33.444)	(9.755)	120.534

Translation reserves consist of foreign participation translation difference recognised during consolidation and results of intercompany loan valuation according to net investment concept. Decrease of translation reserve in the amount of EUR 5.5M includes effect of translation of foreign participation in the amount of EUR 6.3 and loan valuation in the amount of EUR (0.8M)

Result for the year 2017 was transferred to retained earnings.

10. Provisions

Provisions can be specified as follows:

	Deferred tax liabilities	Restructuring provisions	Provision for employee benefits	Other provisions	Total
Carrying amount as at 1 Jan 2018	2.761	4.351	5.963	3.057	16.132
New acquisition	(11)	37	-	19	45
Additions	75	1.270	684	2.897	4.926
Utilization	(208)	(3.501)	(113)	(1.347)	(5.169)
Release	-	(644)	(484)	(1.053)	(2.181)
FX differences on translation	(84)	(2)	(20)	(29)	(135)
Carrying amount as at 31 Dec 2018	2.533	1.511	6.030	3.544	13.618
	Deferred tax liabilities	Restructuring provisions	Provision for employee benefits	Other provisions	Total
Carrying amount as at 1 Jan 2017	3.184	4.541	5.868	4.068	17.661
New acquisition	15	-	7	-	22
Addition	129	3.993	492	644	5.258
Utilization	(740)	(3.693)	30	(317)	(4.720)
Release	(2)	(546)	(465)	(1.389)	(2.402)
FX differences an translation	175	56	31	51	313
Carrying amount as at 31 Dec 2017	2.761	4.351	5.963	3.057	16.132

Deferred tax liabilities

The provision for deferred tax liabilities of EUR 2.5M relates to temporary tax differences arising in the ordinary course of business.

Provision for restructuring

The restructuring provision includes mainly severance payments related to personnel restructuring.

Employee benefits

The provision for employee benefits includes various retirement and jubilee payments in Polish and German business units.

Polish retirement and jubilee provision

Retirement and jubilee provision in Polish business units in 2018 amounted to EUR 825k (2017: EUR: 654k)

German retirement and jubilee provision

Retirement and jubilee provision in Germany in 2018 amounted to EUR 5,171k (2017: EUR 5,249k). lt includes defined benefit pension plan in the amount of EUR 4,101k (2017: EUR 4,187k).

Defined benefit pension plan

Raben Trans European Germany has a defined benefit pension plan, where risk of the valuation is attached to the employer, with the exception of insolvency, and not to the employee. There is a fixed amount for supplementary pension, which is dependent on employee number of years in service. There are no new entrants to this pension plan ("betriebliches Versorgungswerk") as it was closed down in February 2003. For existing members with pension rights the company orders, on an annual basis an actuarial valuation to determine the present value of the funded obligations.

The actuarial assumptions are as follows:

	31. Dec 2018	31. Dec 2017
Discount rate	2,02%	1,93%
Future salary increases	2,50%	2,50%
Future pension increases	1,75%	1,75%
Inflation	1,75%	1,75%

An actuarial valuation for pension obligation was made in respect of the year 2018 and resulted in the amount EUR 4,101k (2017: EUR 4,187k).

	31. Dec 2018	31. Dec 2017
Liability for defined benefit obligations as at 1 Jan	4.187	4.305
Expense recognised in the profit and loss	(86)	(118)
Net liability for defined benefit obligations as at 31 Dec	4.101	4.187

Other provision

Other provision consists mainly of costs of legal cases and provision for obligatory repairs. All are long term provision.

11. Non-current finance liabilities

	Syndicated loan (Ancillary)	Syndicated loan (RCF)	Other loans received	Finance lease liability	Other finance liability	Total
Outstanding principal amount as at 1 Jan 2018	68	103.883	4.107	11.966	347	120.371
Principal Drawings	7.073	-	67	1.819	(57)	8.902
Repayments	-	(5.000)	(757)	472	(15)	(5.300)
Interests	58	-	-	-	-	58
Amortised costs valuation	-	357	-	-	-	357
Reclassification	-	-	(25)	(3.505)	(8)	(3.538)
Exchange rate differences	-	-	(12)	(84)	-	(96)
Outstanding principal amount as at 31 Dec 2018	7.199	99.240	3.380	10.668	267	120.754
in this due alter 5 years	-	-	1.728	-	-	1728
	Syndicated loan (Ancillary)	Syndicated loan (RCF)	Other loans received	Finance lease liability	Other finance liability	Total
Outstanding principal amount as at 1 Jan 2017	3.719	79.499	4.468	11.382	651	99.720
Additions (new acquisition)	-	-	54	1.447		1.501
Principal Drawings	1	85.000	1.521	1.756	(155)	88.123
Repayments	(3.686)	(65.831)	(2.042)	(914)	(159)	(72.631)
Interests	35	(32)	-	-	-	2
Amortised costs valuation	-	(215)	-	-	-	(215)
Reclassification	-	5.160	95	(1.869)	-	3.386
Exchange rate differences	-	302	10	164	9	484
Outstanding principal amount as at 31 Dec 2017	68	103.883	4.107	11.966	346	120.371

Syndicated loan

As at 31 May 2017 Raben Group signed the amendment and restatement of syndicated loan agreement which extends the term of the syndicated loan by 5 years with an additional 2 years extension option. The syndicated loan facility was also increased by 30M EUR to EUR 180M multi-currency revolving facility. Interest are calculated based on 3M EURIBOR+ margin. Syndicated loan is securitised by assignment of rights under commercial contracts, intra-group agreements and insurance agreements and first ranking land charges on the real estate property in Germany and Poland. Syndicated loan was formed by Commerzbank/mBank, ING Bank Aleski, Rabobank, BNP BGZ, PKO Bank Polski. ING Bank Algski is acting as the facility's agent and security agent.

Other loans received

Total other loans amount to EUR 3,886k (2017: EUR 4,589k) of which of which the long-term part total EUR 3,380k (2017: EUR 4,107k) (note 11) and the short-term EUR 506k (2017: EUR 481k) (please refer to note 13).

The most significant position is loan received from Commerzbank amounting to EUR 3,364k (long-term EUR 3,077k, short-term EUR 288k).

Finance lease liability

Financial leasing is used in connection with real estate or equipment financing.

31. Dec 18	Current	Non Current	Total
Real estate financing	1.703	5.838	7.541
Equipment financing	3.038	4.830	7.868
Total	4.741	10 .668	15.409
31. Dec 17	Current	Non Current	Total
Real estate financing	350	7.566	7.916
Equipment financing	2.865	4.400	7.265
Total	3.215	11.966	15.181

Total lease liabilities amount to EUR 15,409k (2017: EUR 15,181k) of which the long-term portion total EUR 10,668k (2017: EUR 11,966k) (note 11) and the short-term EUR 4,741k (2017: EUR 3,215k) (please refer to note 13).

The most significant lease liabilities and lessors include:

•	ING Lease Sp. z o.o. and Rel Beta Sp. z o.o. (also of ING Group) amounting to EUR 7.536k (long-term EUR 5.833k, short-term EUR 1.703k),
•	BNP Paribas SA amounting to EUR 4.806k (long-term EUR 2.921k, short-term EUR 1.885k)
•	HP Finance amounting to EUR 1.860k (long-term EUR 1.457k, short-temi EUR 403k),
•	Other amounting to EUR 1.206k (long-term EUR 463k, short-term EUR 743k)

Other finance liability

Other liabilities amount to EUR 554k (Long term EUR 267k and short term EUR 287k) (2017: EUR 346k and short term EUR 290k) and mainly related to the valuation of IRS contracts.

12. Other liabilities long term

Other long term liabilities consist of deferred income related to real estate rental bonuses.

13. Current finance liabilities

	Overdraft	Syndicated loan (short term)	Other loans	Finance lease liability	Other finance liability	Total
Outstanding principal amount as at 1 Jan 2018	1.180	0	481	3.215	290	5.166
Principal Drawings	-	-	-	1.199	206	1.405
Repayments	(1.180)	-	-	(3.103)	(217)	(4.500)
Interest	-	-	-	6	-	6
Reclassification	-	-	25	3.505	8	3.538
Exchange rate differences	-	-	-	(81)	-	(81)
Outstanding principal amount as at 31 Dec 2018	0	0	506	4.741	287	5.534
	Overdraft	Syndicated loan (short term)	Otter loans	Finance lease liability	Other finance liability	Total
Outstanding principal amount as at 1 Jan 2017	0	5.160	576	3.066	391	9.193
Addition (new acquisition)	575	-	-	82	-	657
Principal Drawings	605	-	-	1.229	146	1.980
Repayments	-	-	-	(3.165)	(243)	(3.408)
Interest	-	-	-	-	-	-
Amortised costs valuation	-	-	-	-	-	-
Reclassification	-	(5.160)	(95)	1.869	-	(3.386)
Exchange rate differences	-	-	-	134	(4)	130
Outstanding principal amount as at 31 Dec 2017	1.180	0	481	3.215	290	5.166

Overdraft specification

As at 31 December 2018 overdrafts were not utilised (2017: EUR 1,180k).

14. Trade liabilities

	31. Dec 2018	31. Dec 2017
Trade payables	160.933	168.661
Current trade liabilities Total	160.933	168.661

Raben Group has organised a supplier finance programs for its selected suppliers and subcontractors. As part of this initiative a third party institution offers Raben's selected suppliers early payment for their invoices issued to Raben in exchange for a pre-agreed discount for early payment. Consequently, a significant number of Raben Group's suppliers are using this program. The total value of supplier liabilities that have been factored out amount to EUR 34.5M (2017: EUR 32.9). These liabilities are in ordinary course of business and within payment terms agreed with suppliers.

In the profit and loss statement the cost of factoring and income from discounting supplier invoices has been disclosed as part of other operating expenses (net impact).

15. Trade accruals

	31. Dec 2018	31. Dec 2017
Accrual for transport costs	5.223	5.661
Accrual for claims and damages	2.410	2.564
Truck service contracts	1.605	1.408
Accrued utilities, repairs, security and cleaning	1.268	1.196
Accrued rent & rates	990	1.012
Accrual for pallets	540	776
Credit note accrual	363	432
Accrued professional advisory	240	318
Accrued costs of outsourced employees	188	129
Accrued insurance	47	51
Accrual for other marginal costs	31	92
Other accruals	593	720
Accruals Total	13.498	14.359

All amounts are due within one year.

16. Payroll, Tax & other liabilities

Payroll

	31. Dec 2018	31. Dec 2017
Payroll liabilities	4.405	4.000
Employee Bonus	4.096	3.731
Holiday accrual	3.766	4.575
Other employee benefits	41	80
Payroll Total	12.308	12.386

All amounts are due within one year.

Tax liabilities

	31. Dec 2018	31. Dec 2017
Social security charges	5.068	4.623
VAT due to tax authorities	1.159	2.402
CIT due to tax authorities	566	169
Wage tax due to tax authorities	1.891	1.923
Payables to customs authorities	245	532
Other taxes due to tax authorities	122	181
Tax liabilities Total	9.051	9.830

All amounts are due within one year.

Other liabilities

	31. Dec 2018	31. Dec 2017
Cash an delivery	1.251	1.723
Capital spending liabilities	5.070	3.675
Rent incentives	1.074	1.320
Claims & damages	515	619
Other	444	198
Other payables Total	8.354	7.535

17. Financial instruments

General

In the normal course of business, the Group uses various financial instruments that expose the Group to market and/or credit risks. These relate to financial instruments that are included in the balance sheet. The Group does not trade in these financial derivatives and follows procedures and lines of conduct to limit the size of the credit risk with each counterparty and market. If a counterparty falls to meet its payment obligations to the Group, the resulting losses are limited to the fair value of the instruments in question. The contract value or principal amounts of the financial instruments serve only as an indication of the extent to which such financial instruments are used, and not of the value of the credit or market risks.

Credit risk

Credit risk is not concentrated around any major customers. The company operates with a rich portfolio of customers and in diverse geographical markets and industry segments and therefore is not dependent on key customers, industries or markets. The underlying risks are managed through a robust credit evaluation and cash collection processes.

Interest rate risk

The interest rate risk is limited to possible changes in the fair value of loans taken up and granted. These loans carry a variable interest rate. Loans are held until maturity. In 2018 and 2017 the Group used two types of interest rate derivatives: Interest rate caps and Interest rate swaps (IRS).

Interest rate caps

In 2010 Raben Germany Immobilien GmbH entered into interest rate caps with view to hedge interest rate risk. The total cost of the interest rate caps amounts to EUR 24k and has been accounted in amount of EUR 159k as financial assets as at 31 December 2018 (2017: EUR 184k).

Interest rate swaps

Raben Group N.V. and its subsidiaries entered into interest rate swaps (IRS) agreements. There are 2 separate IRS, with maturity date until October 2022. As at 31 December 2018 the fair value of IRS contracts liability was EUR 416k (2017: EUR 636k), out of which EUR 148k (2017: EUR 346k) was short-term.

Fair value

The fair value of all of the financial instruments stated on the balance sheet, including accounts receivable, cash at bank and in hand and current liabilities, is at or close to, the carrying amount.

18. Capital commitments

As the year-end 2018 value of contracted capital commitments amounted to EUR 720k (2017: EUR 12,902k).

19. Operating leases and rentals

The Group leases a number of real estates, means of transportation and other machinery & equipment under operating lease or rental agreements. The operational lease and long-term rental costs are recognized in profit and loss statement on a straight-line basis over the lease term and the costs associated with these contracts is routinely included in cost of sales and operating costs.

The present value of future minimum payments under non-cancellable leases and rentals are as follows:

31. Dez 18	Land and buildings	Equipment	Total
Due within 1 year	30.711	15.342	46.053
Due within 1 and 5 years	75.760	36.137	111.897
Due over 5 years	30.331	4.798	35.129
Total	136.802	56.277	193.079
31. Dez 17	Land and buildings	Equipment	Total
Due within 1 year	27.793	12.885	40.678
Due within 1 and 5 years	63.119	28.361	91.480
Due over 5 years	40.024	6.158	46.183
Total	130.936	47.404	178.340

The increase of value is mainly due to new property lease agreements in Poland and Germany.

Discounted at 5% discount rate.

20. Contingencies

Guaranties

	31. Dec 2018	31. Dec 2017
Bank guarantees issued in connection with customs, taxes, securatization of supplier contracts and other business activities	10.618	10.552

In 2018 guarantees amounted to EUR 10,618k of which EUR 5,163k terminates within 1 year, EUR 186k within the period from 1 up to 5 years, EUR 92k longer than 5 years and EUR 5,178k with unlimited maturity period.

Legal claims

There are a few claims that have been filed against the company and/or group companies, which the company disputes. Although the outcome of these disputes cannot be predicted with any certainty, it is assumed - partly on the basis of legal advice - that these will not have any significant impact on the consolidated financial position. Where the company is of the opinion that the negative outcome is more probable than not, adequate provisions were recorded as of 31 December 2018 and disclosed under note 10.

Driver's legal case

In 2015 one of Polish business unit was a party to a number of legal proceedings in cases concerning lump sum payments for accommodation during foreign business travel. The proceedings have been launched as a result of lawsuits filed by or on behalf of former or current employees of the Company, hired as drivers. From the monetary perspective, the most significant case has been filed by local association acting on behalf of 104 drivers. The aggregate value of the claim is ca. EUR 1.5M.

The Company is of the opinion that that in cases to which it is a party, there are no grounds for recognizing the claims included in drivers' lawsuits. At the same time, given that the dispute amount is material and legal regulations are unclear, the Company has decided to disclose the claim value as a contingent liability.

German Minimum Wage Act

The Act on the German minimum wage - MiLoG - is effective from 1 January 2015. The German Government acknowledged competence of the EU directive on the posting also for the transport sector, national and international drivers carrying out their work in this country should receive minimum remuneration. Act since its introduction was controversial particularly in terms of the actual restrictions on the free movement of goods and services. As a result, on 19 May 2015, the European Commission initiated investigation EU Pilot against the Government of Federal Republic of Germany, which in the first phase led to the suspension of the Act for shipments carried in transit. The final outcome of proceedings is not known at this moment, and the detailed process is not disclosed. So far, despite addressed through official channels requests from the national administrations, the German authorities has not made clear official interpretation of the elements of the local remuneration systems which may be included in the German minimum wage. The Group's subsidiaries adapt their systems to the needs of keeping appropriate records and periodically carries out checks on compliance with the law in accordance with the above interpretation. They do not show any significant deviations.

21. Net turnover

	2018		2017
Poland	586.440	51%	536.025	47%
Germany	434.294	37%	480.014	42%
Netherlands	22.155	2%	15.854	1%
Eastern Europe	29.678	3%	25.808	2%
Czech Republic and Slovak Republic	61.460	5%	57.455	5%
Hungary	21.401	2%	20.525	2%
Romania	4.138	0%	1.881	0%
TOTAL	1.159.566	100%	1.137.563	100%

EBITA

EBITA line is a subtotal line and means earnings before interests, tax and amortisation of goodwill and negative goodwill.

22. Other operating revenue

	2018	2017
Contractual penalties & damages claimed	556	217
Rental Income	25	10
Debt Collection & Bad Debt Allowance	39	217
Sales of fixed assets	366	1.101
Provisions release	1.210	2.616
Other	712	1.147
Operating income Total	2.908	5.308

23. Salaries and other operating expenses

	2018	2017
Salaries and wages	214.748	199.555
Social security charges	37.194	35.521
Other operating costs	111.107	102.303
Total	363.049	337.379
Other operating costs	2018	2017
Operating leases & Rentals	42.743	41.175
Property maintenance costs	32.321	29.670
IT services	8.099	7.932
Professional services	5.185	5.204
Insurance	4.329	4.150
Post & Telephone Costs	3.906	3.765
Real Estate Tax	2.433	2.223
Company Cars costs	2.670	2.398
Business Trips & Representation Costs	2.982	2.487
Advertising & Promotion	1.880	1.541
Taxes & Fees	893	1.036
Bad debt and other	3.666	721
Total	111.107	102.303

Average number of personnel in year 2018 (FTE) was:

	2018	2017
Poland	5.224	5.151
Germany	2.549	2.607
Netherlands	75	75
Eastern Europe	559	640
Czech Republic and Slovak Republic	648	670
Hungary	251	188
Romania	66	34
Total	9.372	9.365

24. Special items

Special items are presented in the profit and loss statement in order to distinguish nonrecurring transactions from ordinary business operating results. The items are stated separately to give a true and fair view of the primary activities of the Group.

Special items are not directly attributable to the ordinary operating activities.

Personnel restructuring

	2018	2017
Personnel restructuring	1.630	-
Onerous contracts	-	2.332
Integration and network development Germany	-	2.811
Warehouse restructuring	1.356	1.728
Belgium liquidation provision	1.400	(1.000)
Special items total	4.386	5.871

25. Financial result

	2018	2017
Interest income	368	126
Realised foreign exchange differences	-	-
Unrealised foreign exchange differences	2.322	-
Other financial income	466	298
Financial income Total	3.156	424
Interest expense	3.147	2.419
Realised foreign exchange differences	363	3.022
Unrealised foreign exchange differences	-	1.662
Loss an financial instruments	418	369
Other financial expenses	1.380	1.422
Financial expense Total	5.308	8.894
Net financial result	(2.152)	(8.470)

Other financial expenses includes EUR (967k) of bank charges and commission fees.

26. Taxation

The tax expense in the profit and loss statement over 2018 amount to EUR 3,937k (2017: EUR 2,131k) and includes the following components:

	2018	2017
Current tax expense	2.642	2.044
Deferred tax expense	1.295	87
Tax expense Total	3.937	2.131

Consolidated effective tax rate reconciliation:

	2018	2017
Effective tax rate	73,6%	(27,8)%
Loss relief not recognized	(162,4)%	115,3%
Prior-year adjustments	(38,1)%	3,9%
Non taxable income	42,2%	-
Tax an changes in equity	-
Normalized ETR	(84,7)%	91,4%
Different tax rates outside the Netherlands	153,6%	(73,4)%
Non-deductible expenses	(43,3)%	6,9%
Unrecoverable withholding taxes	(0,6)%	0,1%
Applicable tax rate in the Netherlands	25,0%	25,0%

Nominal tax rate differ between countries from 15% to 35%.

Observed in Poland frequent changes of regulations regarding VAT, corporate income tax and social security contributions, as well as not consistent interpretations of tax rules, increasing number of tax investigations focused on tax payments and General Anti-Abuse Rule (GAAR) effective in Poland since 15 July 2016 result in fact that that tax risk exposure in Poland is higher than in other countries with more established taxation system. Consequently amounts recognized and disclosed in the financial statements might be subject to change in the future as result of final decisions of fiscal authorities.

27. Cash flow notes

Change in current liabilities

	2018	2017
Balance sheet change in liabilities and accruals - includes change in:	(4.221)	25.497
Trade liabilities	(7.728)	18.254
Trade accruals	(861)	2.709
Payroll	(78)	1.392
Tax liabilities	(779)	1.955
Other liabilities	5.225	1.187
Change in capital spending liabilities	(1.395)	(977)
Change in liabilities due to new acquisition	(268)	(2.681)
Change in current liabilities in cash flow	(5.884)	21.839

Change in provision

	2018	2017
Balance sheet change in provision	(2.514)	(1.529)
Change due to new acquisition	-	(15)
Other	-	-
Change presented in cash flow	(2.514)	(1.544)
Change in receivables	-
	2018	2017
Balance sheet change in receivables (trade and other)	3.391	(15.346)
Change due to new acquisition	-	3.603
Change presented in cash flow	3.391	(11.743)

Additions to tangible and intangible fixed assets an the cash flow statement only include additions for which cash payments were made in 2018.

28. Transactions with related companies

Except for transactions with subsidiaries that were eliminated during the consolidation, there were no transactions with related parties in 2018 including relationships between the companies, the company's participating interests and the company's directors and executive officers (key management personnel). There were no related parties transactions outside the normal course of business.

No dividend was received from participating interests neither during 2018 nor during 2017.

29. Subsequent events

There were no material events after balance sheet date that would affect the interpretation of the financial statements or the performance of the Raben Group N.V.

Financial statements

(Raben Group N.V. standalone)

Company balance sheet as at 31 December 2018

ASSETS

	Note	31. Dec 2018	31. Dec 2017
Fixed assets
Intangible fixed assets	30	16	36
Fixed assets	31	1.078	790
Financial assets	32	228.653	221.026
Deffered tax assets	33	2.200	4.346
		231.947	226.198
Current assets
Financial assets	32	109.928	131.257
Trade receivables	34	5.833	3.503
Other receivables	34	2.676	14.772
Cash and cash equivalents	35	3.036	5.018
		121.473	154.550
TOTAL ASSETS		353.420	380.748
SHAREHOLDERS AND EQUITY LIABILITIES
		31. Dec 2018	31. Dec 2017
Group equity
Issued capital		47	47
Translation reserve		(38.898)	(33.444)
Retained earnings		153.931	163.686
Result for the year		1.408	(9.755)
Shareholders' equity	36	116.488	120.534
Non-current liabilities
Provisions	37	24.469	27.999
Non-current finance liabilities	38	100.267	105.324
Current liabilities
Currents finance liabilities	38	106.134	118.769
Trade liabilities	39	5.098	3.377
Other liabilities	39	964	4.744
		112.196	126.891
TOTAL LIABILITIES		353.420	380.748

Company profit and loss statement for the year ended 31 December 2018

	2018	2017
Share in results of participating interests, after tax	3.934	(9.697)
Company result alter tax	(2.526)	(58)
Net profit	1.408	(9.755)

Accounting policies used in preparing the company financial statement

Raben Group N.V. uses the same accounting policies as described in section for consolidated financial statement.

Notes to the 2018 stand-alone financial statements

General

This financial statements and notes should be read together with the consolidated financial statements of the Company. With regard to the Company's profit and loss statement, the Company applies the exemption of article 2:402 BW of Dutch Civil Code.

If there is no further explanation provided to the items in the Company's balance sheet and the Company's profit and loss statement, please refer to the notes in the consolidated balance sheet and profit and loss statement.

ACCOUNTING POLICIES

The principles for the valuation of assets and liabilities and the determination of the result are the same as those applied to the consolidated financial statements.

30. Intangible fixed assets

	Goodwill	Concessions, licences and intellectual property rights	Total
Balance as at 1 Jan 2018:
Gross book value	18.048	97	18.145
Accumulated amortisation and impairment	18.048	61	18.109
Carrying amount (NBV)	-	36	36
Changes in net book value:
Amortisation	-	(20)	(20)
Balance	-	20	20
Balance as at 31 Dec 2018:
Gross book value	18.048	97	18.145
Accumulated amortisation and impairment	18.048	81	18.129
Carrying amount (NBV)	-	16	16
	Goodwill	Concessions, licences and intellectual property rights	Total
Balance as at 1 Jan 2017:
Gross book value	18.048	97	18.145
Accumulated amortisation and impairment	18.048	30	18.078
Carrying amount (NBV)	-	67	67
Changes in net book value:		-	-
Amortisation	-	(31)	(31)
Balance	-	31	31
Balance as at 31 Dec 2017:
Gross book value	18.048	97	18.145
Accumulated amortisation and impairment	18.048	61	18.109
Carrying amount (NBV)	-	36	36

31. Tangible fixed assets

	Machinery & Equipment	Tangible Assets under construction	Total
Balance as at 1 Jan 2018:
Gross book value	56	790	846
Accumulated depreciation and impairment	56	-	56
Carrying amount (NBV)	-	790	790
Changes in net book value:
Additions (CAPEX)	-	2.666	2.666
Disposal	-	(2.378)	(2.378)
Balance	-	288	288
Balance as at 31 Dec 2018:
Gross book value	56	1.078	1.134
Accumulated depreciation and impairment	56	-	56
Carrying amount (NBV)	-	1 .078	1.078
	Machinery & Equipment	Tangible Assets under construction	Total
Balance as at 1 Jan 2017:
Gross book value	12	-	12
Accumulated depreciation and impairment	12	-	12
Carrying amount (NBV)	-	-	-
Changes in net book value:
Additions (CAPEX)	-	3.334	3.334
Reclassification	2.002	(2.002)	-
Depreciation	(44)	-	(44)
Disposal	(1.958)	(541)	(2.500)
Balance	-	790	790
Balance as at 31 Dec 2017:
Gross book value	56	790	846
Accumulated depreciation and impairment	56	-	56
Carrying amount (NBV)	-	790	790

32. Financial assets

Non-current financial assets

The movements of the financial fixed assets can be shown as follows:

	Participating interests	Long term loans - intercompany	Total
Balance as at 1 Jan 2018	208.713	12.313	221.026
Investments and loans provided	900	-	900
Divestments and dividends received	(41.539)	-	(41.539)
Share in result of participating interests	54.298	-	54.298
Exchange differences	(6.032)	-	(6.032)
Balance as at 31 Dec 2018	216.340	12.313	228.653

	Participating interests	Long term loans - intercompany	Long term loans - external	Total
Balance as at 1 Jan 2017	231.167	29.013	-	260.180
Investments and loans provided	3.562	-	2.120	5.682
Loans repayment	-	-	(2.120)	(2.120)
Divestments and dividends received	(51.333)	-	-	(51.333)
Share in result of participating interests	(7.265)	-	-	(7.265)
Reclassification - loans		(16.714)		(16.714)
Reclassification - provisions	21.562	-	-	21.562
Other movements	19	-	-	19
Exchange differences	11.000	14	-	11.015
Balance as at 31 Dec 2017	208.713	12.313	-	221.026

The negative participating interests are recognized in provisions and disclosed in note 37.

Current financial assets

Short term loans - intercompany	2018	2017
Balance as at 1 Jan	131.257	1.648
Principal Drawings	88.013	113.800
Principal Repayments	(109.931)	(2.131)
Additions - Interest income	3.302	2.443
Disposals - Interest received	(2.713)	(1.217)
Movement from long-term loans	-	16.714
Balance as at 31 Dec	109.928	131.257

Legal entity structure of Raben Group

Please refer to Note Accounting policies in Consolidated Annual Report for details an shares owned by Raben Group N.V. as at 31 December 2018.

33. Taxation and deferred tax receivables

Total deferred tax asset of EUR 2.2M (2017: EUR 4.3M) relates to the recognized available tax losses carried forward and liquidation loss.

Fiscal unity

The Company constitutes a fiscal unity with Ascari Investments B.V., Raben Netherlands B.V. Raben Real Estate Holding B.V. and Raben Group Intellectual Properties B.V. for corporate income tax purposes. For the purpose of value added tax the Company forms a fiscal unity with Ascari Investments B.V., Raben Netherlands B.V.. The Company is responsible for the tax commitments of the fiscal unity.

The applicable tax rate is 20% for profit up until EUR 200k and 25% for profit over EUR 200k. The current tax expense recognised in the profit and loss account for 2018 amounts to EUR 0k (2017: EUR 0k).

34. Trade and other receivables

	2018	2017
Trade receivables - extemal	1.085	464
Trade receivables - intercompany	4.748	3.038
Trade debtors	5.833	3.503
Other tax receivables	177	106
Prepaid costs	150	111
Other receivables - extemal	4	4
Other receivables - intercompany	2.345	14.551
Other debtors	2.676	14.772
	8.509	18.275
Allowance for bad and doubtful debts	-	-
Trade and other receivables Total	8.509	18.275

35. Cash and cash equivalents

	2018	2017
Cash and cash equivalents	3.036	5.018
of which:
Restricted cash and cash equivalents	-	-

Cash and cash equivalents include deposits that mature within 30 days.

36. Shareholders' equity

	Share capital	Retained earnings and other reserves	Translation reserve	Result for the year	Total
Balance as at 1 Jan 2018	47	163.686	(33.444)	(9.755)	120.534
Retained earnings	-	(9.755)	-	9.755	-
Dividend paid	-	-	-		-
Exchange rate differences	-	-	(5.454)	-	(5.454)
Net result for the current period	-	-	-	1.408	1.408
Balance as at 31 Dec 2018	47	153.931	(38.898)	1.408	116.488
	Share capital	Retained earnings and other reserves	Translation reserve	Result for the year	Total
Balance as at 1 Jan 2017	47	157.862	(42.646)	7.555	122.818
Retained earnings	-	7.555	-	(7.555)	-
Dividend paid	-	(1.750)	-		(1.750)
Exchange rate differences	-	-	9.202	-	9.202
Net result for the current period	-	-	-	(9.755)	(9.755)
Other	-	19	-	-	19
Balance as at 31 Dec 2017	47	163.686	(33.444)	(9.755)	120.534

Issued capital

The authorized capital of the Company amounts to EUR 100k, divided into 100,000 ordinary shares of EUR 1 each, of these 47,216 ordinary shares have been issued.

Retained earnings

The General Meeting of Shareholders will be asked to approve the following appropriation of the 2018 profit after tax: an amount of EUR 408k to be added to the other reserves and the remaining amount of EUR 1,000k to be paid out as dividend.

37. Provisions

	Employee benefits	Other provisons	Negative participation valuation	Total
Carrying amount as at 1 Jan 2018	25	750	27.224	27.999
Share in results of participating interests	-	-	50.364	50.364
Additions	-	1.400	(54.000)	(52.600)
Release	-	(722)	-	(722)
Reclassification FFA	-	-	-	-
Other movements	-	-	-	-
Exchange differences	-	-	(572)	(572)
Carrying amount as at 31 Dec 2018	25	1.428	23.016	24.469
	Employee benefits	Other provisons	Negative participation valuation	Total
Carrying amount as at 1 Jan 2017	25	1.750	1.435	3.210
Share in results of participating interests	-	-	2.432	2.432
Release	-	(1.000)	-	(1.000)
Reclassification FFA	-	-	21.562	21.562
Other movements	-	-	2.114	2.114
Exchange differences	-	-	(319)	(319)
Carrying amount as at 31 Dec 2017	25	750	27.224	27.999

38. Finance liabilities

Non-current finance liabilities

	Bank loans	Other finance liabilities	Intercompany loans	Total
Outstanding amount as at 1 Jan 2018	105.000	324	-	105.324
New borrowings	-	-	-	-
Repayments	(5.000)	-	-	(5.000)
Valuation	-	(57)	-	(57)
Movement to current liabilities	-	-	-	-
Outstanding amount as at 31 Dec 2018	100.000	267	-	100.267
	Bank loans	Other finance liabilities	Intercompany loans	Total
Outstanding amount as at 1 Jan 2017	20.000	501	123.719	144.220
New borrowings	85.000	-	1.750	86.750
Repayments	-	-	-	-
Valuation	-	(177)	-	(177)
Movement to current liabilities	-	-	(125.469)	(125.469)
Outstanding amount as at 31 Dec 2017	105.000	324	-	105.324

In 2018 Raben Group N.V. decreased the value of Syndicated Loan Revolving Facility to EUR 100M (for details please see note 11) and received several intercompany loans. Interests rate for the loan is based an EURIBOR 3M and margin.

Current finance liabilities

	Bank loans	Other finance liabilities	Intercompany loans	Total
Outstanding amount as at 1 Jan 2018	0	144	118.625	118.769
New borrowings	-	-	39.190	39.190
Repayments	-	-	(52.040)	(52.040)
Interest due for the period	-	-	2.415	2.415
Interest payments	-	-	(2.180)	(2.180)
Valuation	-	(20)	-	(20)
Outstanding amount as at 31 Dec 2018	0	124	106.010	106.134
	Bank loans	Other finance liabilities	Intercompany loans	Total
Outstanding amount as at 1 Jan 2017	32	158	705	895
New borrowings	-	-	36.181	36.181
Repayments	-	-	(43.388)	(43.388)
Interest due for the period	-	-	1.808	1.808
Interest payments	(32)	-	(2.149)	(2.181)
Movement from non-current liabilities	-	-	125.469	125.469
Valuation	-	(14)	-	(14)
Outstanding amount as at 31 Dec 2017	0	144	118.625	118.769

39. Current trade and other liabilities

	2018	2017
Accruals	109	81
Trade liabilities	5.098	3.377
Other liabilities	855	4.664
Trade and other payables Total	6.062	8.122

All trade liabilities are due within one year.

40. Off-balance sheet commitments

Bank guarantees

On behalf of Raben Group N.V. and its subsidiaries bank guarantees have been issued for a total amount of EUR 10,580k (2017: EUR 10,552k).

Other guarantees

Raben Group N.V. issued corporate guarantees to its subsidiary in the amount of EUR 81,040k.

41. Remuneration of Directors and Supervisory Board

Remuneration of Directors in 2018 amounted to 285k EUR (2017: 264k EUR). Remuneration of Supervisory Board amounted to EUR 70k (2017:110k EUR).

42. Remuneration of the auditor

Auditor fee for the year ended 2018 amounted to EUR 0.3M (2017: EUR 0.3M).

43. Proposal for profit appropriation

The General Meeting of Shareholders will be asked to approve the following appropriation of the 2018 profit after tax: an amount of EUR 408k to be added to the other reserves and the remaining amount of EUR 1,000k to be paid out as dividend.

44. Subsequent events

There were no material events after balance sheet date that would affect the interpretation of the financial statements or the performance of the Raben Group N.V.

Oss, 15 March 2019

Signed by:
The Management:

E. Th. J. Raben

M. W. M. Raben

The Supervisory Board:

G. van Kesteren

S. Delacher

B. van de Vrie

Other information

Auditor's report

Independent auditor's report

To: the shareholders and management of Raben Group N.V.

Report on the audit of the financial statements 2018 included in the annual report

Our opinion

We have audited the financial statements 2018 of Raben Group N.V., based in Oss.

In our opinion the accompanying financial statements give a true and fair view of the financial position of Raben Group N.V. as at 31 December 2018 and of its result for 2018 in accordance with Part 9 of Book 2 of the Dutch Civil Code.

The financial statements comprise:

•	The consolidated and company balance sheet as at 31 December 2018
•	The consolidated and company profit and loss account for 2018
•	The notes comprising a summary of the accounting policies and other explanatory informatior

Basis for our opinion

We conducted our audit in accordance with Dutch Iaw, including the Dutch Standards on Auditing.

Our responsibilities under those standards are further described in the "Our responsibilities for the audit of the financial statements" section of our report.

We are independent of Raben Group N.V. in accordance with the Wet toezicht accountantsorganisaties (Wta Audit firms supervision act), the Verordening inzake de onafhankelijkheid van accountants bij assurance-opdrachten (ViO, Code of Ethics for Professional Accountants, a regulation with respect to independence) and other relevant independence regulations in the Netherlands. Furthermore we have complied with the Verordening gedrags- en beroepsregels accountants (VGBA, Dutch Code of Ethics).

We believe the audit evidente we have obtained is sufficient and appropriate to provide a basis for our opinion.

Report on other information included in the annual report

In addition to the financial statements and our auditor's report thereon, the annual report contains other information that consists of:

•	The management board's report
•	Other information pursuant to Part 9 of Book 2 of the Dutch Civil Code

Based an the following procedures performed, we conclude that the other information:

•	Is consistent with the financial statements and does not contain material misstatements
•	Contains the information as required by Part 9 of Book 2 of the Dutch Civil Code

We have read the other information. Based on our knowledge and understanding obtained through our audit of the financial statements or otherwise, we have considered whether the other information contains material misstatements. By performing these procedures, we comply with the requirements of Part 9 of Book 2 of the Dutch Civil Code and the Dutch Standard 720. The scope of the procedures performed is less than the scope of those performed in our audit of the financial statements.

Management is responsible for the preparation of the other information, including Hie management board's report in accordance with Part 9 of Book 2 of the Dutch Civil Code and other information pursuant to Part 9 of Book 2 of the Dutch Civil Code.

Description of responsibilities for the financial statements

Responsibilities of management for the financial statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with Part 9 of Book 2 of the Dutch Civil Code. Furthermore, management is responsible for such internal control as management determines is necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or error.

As part of the preparation of the financial statements, management is responsible for assessing the company's ability to continue as a going concern. Based on the financial reporting framework mentioned, management should prepare the financial statements using the going concern basis of accounting unless management either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so. Management should disclose events and circumstances that may cast significant doubt on the company's ability to continue as a going concern in the financial statements.

Our responsibilities for the audit of the financial statements

Our objective is to plan and perform the audit assignment in a manner that allows us to obtain sufficient and appropriate audit evidence for our opinion.

Our audit has been performed with a high, but not absolute, level of assurance, which means we may not have detected all material errors and fraud.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. The materiality affects the nature, timing and extent of our audit procedures and the evaluation of the effect of identified misstatements on our opinion.

We have exercised professional judgment and have maintained professional skepticism throughout the audit, in accordance with Dutch Standards on Auditing, ethical requirements and independence requirements. Our audit included e.g.:

•	ldentifying and assessing the risks of material misstatement of the financial statements, whether due to fraud or error, designing and performing audit procedures responsive to those risks, and obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control
•	Obtaining an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control
•	Evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management
•	Concluding on the appropriateness of management's use of the going concern basis of accounting, and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause a company to cease to continue as a going concern
•	Evaluating the overall presentation, structure and content of the financial statements, including the disclosures
•	Evaluating whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation

Because we are ultimately responsible for the opinion, we are also responsible for directing, supervising and performing the group audit. In this respect we have determined the nature and extent of the audit procedures to be carried out for group entities. Decisive were the size and/or the risk profile of the group entities or operations. On this basis, we selected group entities for which an audit or review had to be carried out on the complete set of financial information or specific items.

We communicate with management regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant findings in internal control that we identify during our audit.

Eindhoven, 15 March 2019

Ernst & Young Accountants LLP

A.J.M. van der Sanden

Raben Germany GmbH