KTC99 - Royal Ten Cate - TenCate Corporate€¦ · 30 March Annual General Meeting of Shareholders...

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11999999

ROYAL TEN CATE NV

In millions of euros, unless stated otherwise

Sales 329 238 97Operating result 25 10 9

Net capital employed 168 60* 50Number of staff years 1.694 1.402 833

Corporate Services

Executive Board

Ten Cate Enbi

components for officemachines

Ten Cate Plastics Processing

aerosol caps

seals

customer specificpackaging

technical products forindustry, agriculture and

horticulture

Synbra

insulation products forthe construction industry

packaging for food andindustrial applications

trays en pots forhorticulture

* Excludes Synbra

RubberPlasticsHigh-grade Textiles

Ten Cate Advanced Textiles

protective fabrics

canvas and awning fabric

components for theaircraft and aerospace

industries

antiballistic materials

interlinings for theclothing industry

labels for the graphicindustry

Ten Cate Nicolon Europe

fabrics for civilengineering,

the agricultural marketand the construction

industry

fabrics for the carpetindustry

yarns for artificial turf

Ten Cate Nicolon USA

fabrics and non-wovensfor the leisure, agricultural

and civil engineeringmarkets

moisture- and ice-protection materials forthe construction industry

contents

General2 The Boards3 Corporate statement4 Information about the Royal Ten Cate nv share5 Royal Ten Cate nv financial highlights6 Report of the Supervisory Board9 Report of the Executive Board14 Financial review17 Personnel & Organisation18 Knowledge, Quality & Environment21 Review of operations21 High-grade Textiles Sector24 Plastics Sector26 Rubber Sector

Annual accounts28 Consolidated balance sheet30 Consolidated profit and loss account31 Notes31 Statement of accounting standards34 Notes to the consolidated balance sheet37 Notes to the consolidated profit and loss account40 Cash flow summary42 Company balance sheet44 Company profit and loss account44 Notes to the company balance sheet

Additional data48 Auditor’s Report49 Trustee’s Report50 Stichting Preferente Aandelen Koninklijke Ten Cate

(Royal Ten Cate Preference Shares Trust)52 Provisions of the articles of association relating to appropriation of profit53 Proposed appropriation of profit54 Royal Ten Cate nv ten-year figures56 Operating companies, associated companies and other interests

as at 31 December 1999

This is an English translation of the Dutch 1999 Annual Report of Royal Ten Cate.The Dutch text is the official version.

Information is also available on our website (www.tencate.com).

Royal Ten Cate nv Annual Report 19991

THE BOARDS

Supervisory BoardCommenced Current

in office term ends

R.J. Nelissen (68) Chairman 1/2 1993 2001(retired as member and Chairman on 1-1-2000)former chairman of the Executive Boardof ABN-AMRO Bank nvA.W. Veenman (52) Acting Chairman 1/2 1996 2000chairman of the Executive Board of Stork N.V.P.P.A.I. Deiters (56) 1998 2002former director of Berghaus International Fashion C.J.A.J.M. van Gestel (61) 1 1985 2001former director of AdviesGroep Diemen & Van GestelF.J. de Wit (60) 2 1988 2000former chairman of the Executive Board of nv KNP BTJ.B. Wolters (49) 1 1992 2000director of Schuttersveld nv

1 member of the finance committee

2 member of the remuneration committee

Executive BoardL. de Vries (48)

Corporate/Group DirectorsL.J. Kuipers (57) Corporate Director Personnel & OrganisationJ. Lock (53) Corporate Director Finance & AdministrationD.C. Clarke (41) Group Director Ten Cate Nicolon Europe and USAC. de Korver (48) Group Director Ten Cate EnbiJ.B. Kroeze (41) Group Director Ten Cate Plastics ProcessingL. de Vries (48) Group Director Ten Cate Advanced Textiles


CORPORATE STATEMENT

Royal Ten Cate is an industrial supplier of components and semi-manufactures inthe field of high-grade textiles, plastics and rubber. The company develops,produces and sells these products in close consultation with its customers. Thelatter operate in niche markets in the clothing and carpet industries, aerospace,the leisure sector, construction and civil engineering, the packaging and foodindustry, agriculture and horticulture and the office equipment sector. This spreadof activities is based on a deliberate policy and is considered to be advantageous.

Annual sales total € 666 million. 70% of sales are generated in Europe,approximately 20% in North America and 10% elsewhere in the world.

Royal Ten Cate is listed on the Amsterdam Stock Exchange.

ObjectiveRoyal Ten Cate aims to achieve profitable growth, thereby increasing shareholdervalue. The objective in the medium term is to achieve annual growth averaging10%. Investments and new activities must attain a return on capital employed ofat least 15%. The company is seeking to achieve equity capital equivalent to 35%of the balance sheet total.

StrategyThe strategy of Royal Ten Cate is directed towards achieving growth bypromoting promising business activities, innovation and improvement in processesand products in order to generate distinctive assets, and by providing high-qualitylogistics and services.

Ten Cate also aims to strengthen its strategic market positions by acquiringcompanies with comparable or complementary activities, which deliver addedvalue or strengthen existing activities. The company focuses on profitable nichemarkets and operates a system of dynamic portfolio management.

EmployeesRoyal Ten Cate has production sites in ten countries on three continents: NorthAmerica, Europe and Asia. The company has approximately 4,000 employees. Royal Ten Cate seeks to offer its employees work in which they can grow anddevelop, from which they derive satisfaction and for which they receiveappropriate remuneration.


INFORMATION ABOUT THE ROYAL TEN CATE NV SHARE

Important dates in 200028 February Press conference and meeting for investment analysts30 March Annual General Meeting of Shareholders in the Twentse Schouwburg at Enschede3 April Ex-dividend date and start of dividend option period17 April End of dividend option period and fixing of conversion ratio20 April Cash dividend paid or shares delivered

24 August Publication of 2000 half-yearly figures Press conference and meeting for investment analysts

Minority Interests Disclosure ActThe disclosures under the terms of the Minority Interests Disclosure Act knownto Royal Ten Cate as at 1 January 2000 relate to:Minefa Holdings bv (Farinvest) 8.9%Delta Lloyd levensverzekering nv 6.5%

DividendThe aim of the dividend policy is to pay out approximately 40% of the net profit,calculated over a number of years, in the form of dividend. The dividend proposalreads: payment of a cash dividend of NLG 4.20 (€ 1.906) per ordinary share, or optionally the distribution of a dividend in the form of ordinary shares to becharged against the tax-free share premium reserve or if required against theother reserves. The amount of the optional dividend, which will be 2% to 5%below the level of the cash dividend, will be announced after the expiry of thedividend option period on 17 April 2000.

Spread of shareholdingsOn the basis of a representative sample, the geographical spread of shareholdingsin Ten Cate at the end of 1999 was as follows:

Netherlands 70%Belgium/Luxembourg 9%Germany 10%United Kingdom 1%Switzerland 3%United States 3%Other countries 4%

Total 100%

Calculation of the number of shares fully dilutedNumber at end of 1998 and 1999 (unchanged) 4,522,584Possible increase:

– as a result of conversion: 405,515– as a result of option rights on 2-1-2000 97,000– shares repurchased for options – 74,000

Number of shares fully diluted on 2-1-2000 4,951,099

Subsequently, on 9 February 2000, 41,000 new management options were issued.


Telephone and fax numbers

External relationsTelephone: +31 546 544 313Fax: +31 546 81 41 45

Investor relationsTelephone: +31 546 544 350Fax: +31 546 82 89 07E-mail: [email protected]

95 96 97 98 99

95 96 97 98 99

95 96 97 98 99

45 In millions of euros

37,5

30

22,5

15

7,5

0

- 45

Operating result

Net profit before extraordinary items

Net profit


50

40

30

20

10

0

- 20

Cash flow

Investments

Net depreciation

12,5 In euros per share

10

7,5

5

2,5

0

- 10

Cash flow

Net profit

Dividend

ROYAL TEN CATE NV FINANCIAL HIGHLIGHTS

In millions of euros, unless stated otherwise 1999 1998

Profit and loss accountNet sales 665.5 632.9Operating result 40.9 34.5Net result before extraordinary items 21.6 17.1Net result 21.6 – 42.0Dividend (at NLG 4.20 (€ 1.906) in cash) 8.6 6.2

RatiosOperating result as % of sales 6.1% 5.4%Return on equity 16.9% – 27.8%Return on capital employed 13.5% 11.5%

Other dataEquity 130.5 125.0Guarantee capital/total assets 41% 38%

Acquisitions 34.6 0.5Investments 33.7 29.2Net depreciation 30.1 27.9Cash flow 51.7 – 14.1

Number of staff years at year end* 3,970 3,886

Key figures per NLG 20.– share

ProfitProfit before extraordinary items 4.78 3.78Net result 4.78 – 9.34

Dividend 1.91 1.36Cash flow 11.43 – 3.14Equity 28.85 27.63

Highest share price 38.30 41.29Lowest share price 28.00 20.42Closing price 37.50 29.04

Number of shares x 1,000 at year end 4,523 4,523Stock exchange value at year end 170 131

* Includes Synbra

1 See note on page 20.



REPORT OF THE SUPERVISORY BOARD

Pursuant to the provisions of article 25 of the articles of association, we herebypresent to you the 1999 financial statements, drawn up by the Executive Boardand verified by us. The net result for 1999 totals € 21.6 million. Equity amountedto € 131 million on 31 December 1999.

The financial statements have been audited by PricewaterhouseCoopers nv. Theirreport, as referred to in article 26 paragraph 3 of the articles of association, is tobe found in this report. We propose that shareholders approve the financialstatements for 1999 in accordance with the documents presented. Wefurthermore propose that shareholders discharge the Executive Board ofresponsibility in respect of its management and the Supervisory Board for itssupervision.

The appropriation of profit contained in this annual report has our approval. We advise shareholders to accept the Executive Board’s proposal.

SupervisionThe Supervisory Board held eight plenary meetings during the year under review.Its deliberations related to such matters as the company’s state of affairs andprospects, investment plans and product and market developments. It discussed inparticular the corporate strategy, the control structure and managementdevelopment.

The Chairman and Vice-chairman of the Supervisory Board also held regulardiscussions with the Executive Board.

The Supervisory Board was also periodically represented in the consultativemeetings between the management and the central works council.

The Supervisory Board also met on a number of occasions during the yearwithout the presence of the Executive Board. The matters discussed included therelationship with the Executive Board and the composition of the ExecutiveBoard and, having regard to the profile, the operation and the composition of theSupervisory Board. The profile is regularly assessed against the background of thedevelopment of the company and is adjusted if necessary.

The Finance Committee, consisting of Messrs R.J. Nelissen (Chairman), C.J.A.J.M. van Gestel and J.B. Wolters, met on two occasions. These meetings werealso attended by the independent auditor, the Executive Board and the GroupDirector Finance & Administration. The matters discussed in the meetingsincluded the financial statements and the half-yearly figures, taxation matters, aswell as the independent auditor’s report and the euro and millennium problems.

The remuneration of the members of the Executive Board is stated in therelevant notes to the financial statements.

Personnel changesWith effect from 1 January 2000 Mr R.J. Nelissen retired for personal reasons. Mr Nelissen served as Chairman of the Supervisory Board from 1993 to 1999.We owe him a great debt of gratitude for the manner in which he conducted thechairmanship and for his valuable contributions to the company.

Mr Veenman will serve as Acting Chairman.

Messrs F.J. de Wit, J.B. Wolters and A.W. Veenman are due to retire by rotation onthe date of the Annual General Meeting of Shareholders in 2000. In accordancewith the procedure laid down in the articles of association, Mr Veenman will bereappointed as of 30 March 2000. Messrs De Wit and Wolters have made knownthat they are not available for reappointment. We are extremely grateful to bothof them for their commitment over many years.

The Supervisory Board has decided to appoint F.A. van Vught, Rector of theUniversity of Twente, as a member of the Supervisory Board with effect from 30 March 2000. The aforementioned appointment accords with the profile of theSupervisory Board. The appointment has been made in compliance with theprocedure laid down in the articles of association.

Having reached the end of his contractual term, Mr Th.S. Pruntel stepped down asActing Chairman of the Executive Board as of 1 July 1999.

SummaryIn addition to the subjects referred to above, detailed discussions took place in1999 on an appropriate control structure for Royal Ten Cate. A number ofdecisions have still to be taken on this matter.

In 1999 a substantial recovery in the results was achieved. We are grateful to themanagement and employees for their contribution to this recovery and for theircommitment on behalf of the company. We have every confidence with regard tothe further development of the company.

Supervisory BoardR.J. Nelissen Chairman to 1-1-2000A.W. Veenman Acting Chairman from 1-1-2000P.P.A.I. DeitersC.J.A.J.M. van GestelF.J. de Wit J.B. Wolters

Almelo, 24 February 2000


8

Ten Cate Advanced Composites is a producer of fabrics, prepregs and laminates made from extremely strong fibre material

for the aircraft industry and for antiballistic applications. With the acquisition of Bryte Technologies, Ten Cate Advanced

Composites has secured a stronger position in the global market for aerospace products. Bryte Technologies and Ten Cate

Advanced Composites are high-tech suppliers of advanced materials for aerospace applications. Both companies produce

carbon-reinforced composites for high-quality aircraft parts.

REPORT OF THE EXECUTIVE BOARD

In 1999 Royal Ten Cate achieved one of the best results in its history. This wasdue not only to an improvement in market positions, but also to therestructuring measures introduced at the end of 1998 in a number of groups. A marked improvement in results was achieved in particular at Ten Cate Nicolonand Ten Cate Enbi. Royal Ten Cate has restored the upward trend seen in itsresults in previous years.

During the first half of 1999 Mr Th.S. Pruntel served as Acting Chairman of theExecutive Board. During that period he contributed to the analysis of the strategyand position of the operating companies.

Sales and ResultsNet sales in 1999 totalled € 666 million, 5.2% higher than in the previous financialyear. The net result before the extraordinary items improved sharply as a resultof the good performance of almost all groups and totalled € 21.6 million (1998: € 17.1 million). The net profit also amounted to € 21.6 million (1998: € 42.0 million negative).

Earnings per share and dividendIn line with the previous forecast, the earnings per share totalled € 4.78, a rise of26% compared to 1998. In view of the favourable prospects and asset position weare proposing a dividend of NLG 4.20 (€ 1.906) (1998: NLG 3.00).

Extraordinary itemsThe extraordinary charge of € 59 million (NLG 130 million) taken in 1998 hasproved to be sufficient to implement the restructuring measures at Ten Cate Enbi,Ten Cate Nicolon and the head office. In addition the denim interests have finallybeen disposed of. The subsequent income received from the realised book profiton the sale of the interest in Hellenic Fabrics and the closure of Atlantic Mills hasbeen added to the provision. The remainder will be used exclusively to fulfilsubsequent obligations or to carry out any reorganisations.

Investments and cash flowIn 1999 a total of € 33.7 million was invested, with a depreciation level of € 30.1million. Major investments included the third non-woven line at TC Mirafi, a pressat Ten Cate Advanced Composites, extrusion lines at the Thiolon Grass andCarpet Backing business units of Ten Cate Nicolon and a water purification plantat Ten Cate Protect. The cash flow from operations was € 56.5 million positive.

Financial positionThe guarantee capital of the company at the end of 1999 totalled € 146 million,41% of the balance sheet total, which is easily sufficient to meet the objectives.

Deconsolidation of SynbraIt has been decided to deconsolidate Synbra as of 29 December 1999. On thatdate Shell sold its 50% interest to a combination of Gilde Investments and themanagement of Synbra. As a result, the relationships and objectives of ourpartners have changed from industrial to financial. For this reason Ten Cate hasdecided to deconsolidate Synbra and to show it in the accounts as an associatedcompany.



The groupsRoyal Ten Cate strengthened its base during the past year. The company is nowcontrolled in a more direct way and the various parts of the group are makingincreasing use of each other’s product, market and technological knowledge. Since most companies operate in world markets and have to contend with largemarket participants and constant price pressure, the exchange of knowledge is ofthe utmost importance. Moreover, as an industrial supplier Royal Ten Cate mustmaintain a distinctive profile. Although the company does so successfully in manyareas, in the years ahead even greater attention will need to be devoted to thedevelopment of market and product knowledge within the company. A furtherimpetus will be given to this process.

The major improvement (+19%) in the operating result is mainly due to theperformance of the High-grade Textiles and Rubber sectors. There was asubstantial decline in the results of the Plastics sector.

Within the Advanced Textiles group a great deal of attention was devoted toimprovements in automation, providing greater insight into the overall operatingprocess. This has resulted in the creation of a platform which allows moreefficient use of the production capacity and a more customer-focused logisticsprocess.

Ten Cate Advanced Composites acquired Bryte Technologies. This Americancompany produces advanced composites for use in aerospace, communicationsand electronics. The sales growth is expected to continue in the years ahead.

Ten Cate Protect introduced a number of new products for the safety andprotective clothing sector. Tecasafe® was particularly well received. The companywill continue to focus on an increase in labour productivity and maintenance ofthe low cost level.

The Ten Cate Nicolon group had a good year both in Europe and in the UnitedStates. The measures taken at the end of 1998 at Ten Cate Nicolon deliveredimproved results and provided a solid basis for further profit growth.

Fast-growing companies such as TC Miradri and Thiolon Grass made valuablecontributions to the result. All companies benefited from full capacity utilisation.

Thiolon Grass is in a strong growth market. The major market developmentswere two designs for football pitches: rubber-infill artificial grass and the hybridsystems (artificial grass in combination with natural grass).

The organisational structure of Ten Cate Nicolon USA was further improved by anumber of efficiency measures such as centralisation of the management, staff andsupport services of the various companies and the introduction of joint logistics.

TC Miradri and TC Baycor are highly customer-focused and have large marketshares. A great deal of attention was devoted to product innovation. A safety netwas developed for trampolines.

Although the general situation has improved, the markets in which TC Mirafioperates are under pressure from increasing competition. TC Mirafi hassuccessfully positioned itself as a supplier of specialty products.


In the Plastics sector Ten Cate Plasticum suffered losses as a result of thedisappearance of markets in eastern Europe, higher operating and raw-materialcosts and underutilisation of the factories. Measures have been taken to prevent a further decline and engage more effectively with the market. With theacquisition of the German company Ilkenhans, a producer of aerosol caps, thegroup has strengthened its position in the European market.

After a mediocre start caused by adverse weather, Bosta has once again achievedgood results. The company has acquired two trading companies: Acting 2000 inSpain and Taxy in France. As a result, it has been able to increase salessubstantially and expand geographically.

Our 50%-owned associated company Synbra acquired the Danish company DanskStyropack and the French company Seraic, enabling it to further strengthen itsposition in the European market for packaging made of expanded polystyrene.

Ten Cate Enbi (Rubber sector) posted sharply improved results in all itscompanies, but particularly in Singapore. The cost reductions have opened theway to lower sale prices and hence to a restoration of its competitive edge in themarket for rubber rollers. The effects of price pressure in the printer and copiermarket will have to be countered by product design and cheaper productiontechniques.

In the longer term it will be necessary to examine the strategic position of Ten Cate Enbi in the sector, partly in the light of the increasing importance ofassembly plants.

Corporate governanceCommunication with shareholders, suppliers, customers and employees is of vitalimportance for the proper operation of a company. Royal Ten Cate attaches greatimportance to explaining its policy and illustrating the results achieved.

As early as 1997 it was confirmed that Royal Ten Cate complies with almost all ofthe recommendations of the Peters Committee.

Risk managementThe company uses large volumes of plastic granulates as a raw material forproduction. In the short term the operating results are sensitive to rapidmovements in raw-material prices. Price rises and reductions usually take sometime to work through to the sale price.

As a result of the introduction of the euro many exchange-rate risks have ceasedto exist. Royal Ten Cate does still hold positions in US dollars, Singapore dollarsand Sterling. These are hedged with forward contracts or options. Exchange-ratemovements had a limited positive effect on the 1999 results.

The company is largely financed by short- and long-term loans which are subjectto a variable interest rate. The risk of interest-rate rises has been largely coveredby means of caps.

According to a statement from our advisor, our company is adequately insuredagainst the main business risks.

Claims made upon the company are regularly recorded and assessed and wherenecessary provisions are made. Adequate provisions have also been made inrespect of the environmental risks relating to property.

The millennium date change had no adverse effect on the company’s operation.The preparations were sufficient and actually led to improvements in automationwithin the various companies.

Our staffAt the end of 1999 the company employed 3,970 people, including 1,824 in theNetherlands, 1,137 elsewhere in Europe, 798 in America and 211 in Asia.

Ten Cate is fully aware of the need to provide an ongoing programme ofdevelopment-oriented training for its staff. In 2000 attention will be devoted tointernal training in such fields as industrial marketing, sales and productiontechniques and financial management.

The Executive Board would like to express its gratitude to all the employees ofRoyal Ten Cate for their important contribution to the result achieved in 1999.

ControlDuring 1999 the company was controlled by the Executive Board in co-operationwith the corporate and group directors. As a result, decisions on policy mattershave been taken jointly by several individuals.

PolicyRoyal Ten Cate is an industrial supplier of components based on high-gradetextiles, plastics and rubber. The company aims to expand in all its sectors bymeans of organic growth and acquisitions of companies with comparable orcomplementary activities.

At the beginning of 1999 it was concluded that in most product-marketcombinations the company enjoys a solid market position and good profitability.The company now has greater insight into the position and potential of thecompanies. This insight will grow further in 2000.

The organisational structure and the method of control are now more in keepingwith the composition of the company. The management style has become moredirect. There is a greater openness to signals from the market and from all partsof the organisation, making it more alert and responsive.

OutlookIn 1999 Royal Ten Cate achieved one of the best results in its history. The level ofinvestments will rise to a limited extent compared to 1999, but will remain belowthe level of depreciation. The number of employees is expected to rise slightly.The company is well-placed and is looking to the future with confidence.

The market for industrial supplies is characterised by increasing scale, fiercerprice competition and higher quality requirements. The strategy of Royal Ten Cateis directed towards a further strengthening of the base by means of cost control,product differentiation and the promotion of promising businesses, as well as on acontinuing increase in scale through acquisitions. Sufficient financial resources areavailable to implement this strategy.

In addition Ten Cate aims to be a world-class player in the High-grade Textiles,Plastics and Rubber sectors. In order to fulfil this ambition, accelerated growth isnecessary. The possible ways of achieving this are being examined with theassistance of an external advisor. A link with a partner is not ruled out.



The general economic situation in the countries of relevance to Ten Cate isshowing further improvement. However, recent rises in raw-materials prices aregrounds for caution. In 2000 the Executive Board expects to achieve a slightincrease in net profit, taking it above the already high level achieved in 1999. Theprofit objective in the medium term remains the achievement of an average riseof 10% per year.

Executive BoardL. de Vries



Financial reviewResultsThe net profit increased to € 21.6 million. This is 26% higher than the resultbefore extraordinary items in 1998 (€ 17.1 million).

This improvement resulted from marked increases in profit at Ten Cate NicolonEurope and USA (textiles) and at Ten Cate Enbi (rubber).

SalesSales rose 5% to € 666 million. This increase resulted as follows:

– volume growth + 3.8%– decreases in selling prices – 4.0%– currency effects + 1.2%– acquisitions + 5.2%– divestments – 1.0%

+ 5.2%

The volume growth occurred at Ten Cate Nicolon Europe and USA and at TenCate Enbi. The currency effect on sales resulted almost entirely from the higherUS dollar rate. The price decreases occurred mainly at Ten Cate Enbi.

Costs At Ten Cate the main types of costs relate to plastic granulates (27% of sales) andstaff costs (25% of sales).

After an initial decrease, a sharp rise set in from April, taking granulate prices tothe highest level seen in the last five years.

Staff costs increased by 4%. The rise was caused entirely by the acquiredcompanies. The staff costs of the existing companies remained unchanged, as aresult of lower numbers (–2%) and higher costs per member of staff. Thereduction was accounted for entirely by Ten Cate Enbi. Expressed as a percentageof the sales value of production, staff costs remained constant at 25%.

1.25

1.0

0.75

0.5

0.25

1998 1999

Trend in the prices of plastics

In €/kg

Polypropylene

Polyethylene

Styrene

(Source: Kunststoff Information,

Bad Homburg, Germany)


Operating result, interest and taxesThe operating result rose from € 34.5 million (1998) to € 40.9 million (+19%).Interest charges rose slightly from € 9.7 million to € 10.2 million.As a result, the interest cover rose from 3.6 to 4.0.

The tax charge fell from 34% to 29%. In the Netherlands little tax is now paid asa result of the group financing company and the losses available for set-off.

It was agreed with the Dutch tax authorities that the loss from the liquidation ofthe denim activities amounted to € 34 million. In total the losses available for set-off therefore amount to € 36 million.

The aforementioned tax reductions will only be incorporated into the financialstatements once they have been realised.

Cash flow, investments, acquisitions and financingThe cash flow (excluding financing activities) was € 4.1 million positive.

1999 1998

Net profit 21.6 – 42.0Depreciation 30.1 27.9

Gross cash flow 51.7 – 14.1

Change in working capital 0.9 16.0Investments – 33.7 – 29.2Divestments 2.5 1.4Acquisitions and deconsolidations – 21.2 20.2Other changes 3.9 – 0.8

4.1 – 6.5

The investments were € 3.6 million higher than the depreciation.

The working capital of the existing activities decreased by € 0.9 million.

In net terms the resources generated internally were higher than the resourcesrequired. The amount of interest-bearing debt decreased to € 118 million.

Deconsolidation of SynbraThe arguments in favour of the deconsolidation of Synbra (reflecting its changefrom an industrial to a financial partner) are stated in the report of the ExecutiveBoard.

The deconsolidation resulted in a reduction of € 87 million in the balance sheettotal. The leveraged buy-out and the acquisition of Dansk Styropack resulted insubstantial goodwill payments. In view of the fact that Ten Cate charges goodwillagainst shareholders’ equity, a negative value rose for Synbra. After revaluationthis was adjusted to zero. The deconsolidation of Synbra in 1999 would have ledto a reduction in sales of € 125 million.

Shareholders’ equityShareholders’ equity increased from € 125.0 million to € 130.5 million (36.7% of the balance sheet total).

The guarantee capital amounts to € 146 million, 41% of the balance sheet total.

The interest-bearing debt/equity ratio improved to 90% (1998: 119%), mainly as aresult of deconsolidation of Synbra.


180

160

140

120

100

Interest-bearing loans

1998

1999


Geographical spread of sales and production at Ten Cate companies in 1999

In percentages

Sales 20 3 13 10 4 18 14 1 2 1 6 3 5

Production 21 – 10 7 1 48 7 2 1 – – – 3Netherlands

USA

Others

Asia

Spain

Italy

Rest of Europe

Greece

United Kingdom

France

Germany

Switzerland

Belgium

Changes at Royal Ten CateAcquisitions

– Bryte Technologies Inc, USA aerospace components – Ilkenhans GmbH (90%), Germany aerosol caps– Taxy sa, France trading in technical products

for agriculture and horticulture– Acting 2000 sl, Spain trading in technical products

for agriculture and horticulture– Seraic sa, France eps packaging(acquired by Synbra)

– Dansk Styropack a/s, Denmark and eps packagingGreat Britain(acquired by Synbra)

The first four companies generate sales of € 30 million per year and areprofitable. The companies acquired by Synbra have joint sales of € 35 million(50%).

Divestments– Prodireg sarl (84%), France sales office, installations– Ten Cate Mouldings bv blow-moulded containers– Hellenic Fabrics sa (32%), Greece denim fabrics– EMAE sa (50%), Greece raw cotton processing– Ilios-Ten Cate sa (50%), Greece ring-spun yarns– Iliotex (42%), Greece yarns

The effect of the divestments on sales is negligible.

Personnel & Organisation

Number of employees* (in staff years) year end 1999 year end 1998

Netherlands 1,824 1,841Rest of Europe 1,137 1,043United States 798 832Asia 211 170

Total 3,970 3,886

* For the sake of comparability, the employees of Synbra have been included in the figures to the extent of 50%.

Strong growth was recorded at Ten Cate Enbi Singapore, where the number ofemployees rose from 117 to 162.

Employment ConditionsIn 1999, employees covered by the collective bargaining agreement for the textileindustry were able to convert the reduction in working hours into an (early)retirement pension or a (long-term) leave savings scheme. Although pensionsavings generate a higher return, many employees opted for the leave savingsscheme.

In 1999 we succeeded, amid an atmosphere of constructive dialogue, in reachingagreement with the relevant works council and the employee organisations tobring the employment conditions at Bosta in line with the collective bargainingagreement for technical wholesaling.


Representative consultationFollowing the extraordinary charge of € 59 million taken at the end of 1998 andthe retirement of the Executive Board, intensive discussions took place with thecentral works council and the employee organisations. Regular consultation alsotook place, with the involvement of the joint works councils. The Executive Boardconsiders this consultation to have been open and constructive.

On 15 January the regular consultation took place in a positive atmosphere in theTen Cate European Consultative Forum. In this context, specific attention wasdevoted on 15 October to the consequences of the restructuring of Ten CatePlasticum France, with sales being transferred to Ten Cate Enbi Nuth.

Management developmentIn 2000 attention will be devoted to internal training in such fields as industrialmarketing, sales and production techniques and financial management. Over thepast year a number of employees have again attended a course at Business SchoolNederland.

In 1999 there was scarcely any additional turnover among key officials. More thanhalf of the vacancies which arose in middle and senior management were filled bymeans of internal promotions. The remaining vacancies were rapidly andappropriately filled externally.

Knowledge, quality and the environment

KnowledgeRoyal Ten Cate operates as an industrial supplier of semi-manufactures andcomponents, mostly in markets occupied by global companies. Ten Cate’s positionis determined by the extent to which its own products and production processesmatch the potential of suppliers and the requirements of customers. This requiresa focus on application-oriented technology, efficiency in production processes andquality management, as well as greater attention to the logistics requirements ofthe customer. It is important that the company is able to gather knowledge andinsight and transfer it internally in order to give the product uniquecharacteristics and to gain a decisive edge.

An example of this is the Technology Transfer project within the Ten CateNicolon group. This guarantees that the ‘best practice’ in each of the sixproduction sites around the world becomes the benchmark for the knowledgeand operational activities at the other companies.

QualityMaintenance of a high level of quality is a precondition for operating in industrialmarkets. The key factor is the quality of the product, but increasingly also thequality of the logistics process. New means of communication make it possible tocheck inventory positions, place orders or exchange product designs interactivelywith customers.

The recent certification of Ten Cate Permess by a major customer for the supplyof interlinings is an illustration of the successful way in which strict conditionshave been met with regard to innovation, quality, speed of delivery and theprice/performance ratio.

TC Mirafi’s quality control laboratory was awarded the A2LA certificate inSeptember. This is an important recognition that the company meets all of thequality requirements in order to carry out research in the field of geotextiles.


Ten Cate Enbi Singapore has begun a Quality Improvement programme, in whichgreater emphasis is being placed on customer focus. Suppliers are subjected toassessments and audits. The aim is to achieve a further improvement in thecommunication with customers and suppliers with regard to technical supportand improved quality.

EnvironmentRoyal Ten Cate has for some time taken part in covenants on energyconservation and material consumption. It also develops its own initiatives, forexample by investing in the reprocessing of materials and production waste.

The Ten Cate companies have the required environmental permits. At manyproduction sites the company has already been active for many years and it ispossible that decontamination measures may be required. Sufficient provisionshave been made for this.

In December 1999 Ten Cate Protect brought a waste water purification plant intouse. This purifies waste water from paint installations anaerobically, reducing thelevel of pollution by a third.

In the construction sector Ten Cate Nicolon is taking part in a project onenvironmentally relevant product information. The aim of this project is todetermine the environmental impact of building materials during their useful life.Ten Cate Nicolon supplies such products as open damp roof and wall films.



95 96 97 98 99

95 96 97 98 99

95 96 97 98 99

95 96 97 98 99

95 96 97 98 99*

95 96 97 98 99

600

500

400

300

200

100

0

Net sales

45

37.5

30

22.5

15

7.5

0

Investments

5250

4500

3750

3000

2250

1500

750

0

Number of staff years

(year end)

30

25

20

15

10

5

0

Operating result

240

200

160

120

80

40

0

Net capital employed

35 %

30

25

20

15

10

5

0

Return on capital employed

(ROCE)


Total

High-grade Textiles

Plastics

Rubber

Return on capital employed:

Operating result + results of minority holdings / average net capital employed

* Excludes Synbra

HIGH-GRADE TEXTILES SECTOR

In millions of euros, unless stated otherwise 1999 1998 1997 1996 1995

Net sales 329.1 303.1 278.0 246.8 243.2Operating result 24.5 17.6 13.5 14.1 5.5

Operating result as a % of sales 7.4 5.8 4.9 5.7 2.3

Investments 15.7 12.4 8.8 5.0 13.1Depreciation 9.9 9.5 8.9 8.4 8.5

Net capital employed 168.1 151.0 139.8 127.6 129.5Number of staff years (year end) 1,694 1,583 1,523 1,491 1,669Return on capital employed (%) 15.0 12.2 10.3 11.1 4.6

Ten Cate Advanced TextilesThe strategy of Ten Cate Advanced Textiles is directed towards:

– Strengthening the market position by means of cost leadership, maximumutilisation of plant and equipment and service

– Expansion of the market share through a policy of product development anddifferentiation

– Geographical expansion in Asia and the United States.

In 1999 the Ten Cate Advanced Textiles group worked hard to improve itsautomation systems. These entered service at the end of 1999. This is expectedto give the group a better basis for development in 2000.

Ten Cate Protect (fabrics for work and protective clothing) was able tostrengthen its position in a highly competitive market for work clothing,particularly among the large international laundry rental companies.

The specialty multi-risk products, which can be used for a wide range ofapplications, have increasingly contributed to the growth in results.

Through Atlantic Fabrics (Belgium), Ten Cate Protect has successfully penetratedthe market for casual clothing.

Ten Cate Technical Fabrics (canvas and awning fabric) is the market leader in theEuropean canvas market and was even able to strengthen its dominant positionduring the year. A strong growth sector was the market for sunshades andawnings. The positive developments in both sectors led Ten Cate Technical Fabricsto adjust its organisation during the year in order to guarantee further growth.

Ten Cate Advanced Spinning produces specialist yarns in high-quality open-endedspinning mills. In 1999 it added ring-spin capacity to its production facilities.Ten Cate Advanced Spinning plays an important role in the productdifferentiation and development of Ten Cate Protect and Ten Cate TechnicalFabrics.

Ten Cate Advanced Composites supplies strong lightweight aircraft materials toBoeing and Airbus and armour-plating materials for personnel and vehicleprotection. The position in antiballistics was strengthened by the participation inAres Protection (68%) in France, a licensee which holds amongst other things theLiba® patent. Arès supplies bullet- and splinter-proof vests and plates for personalprotection and vehicle protection.



With the acquisition of Bryte Technologies in San José (California) a strongerposition was secured in the global market for aerospace products. Bryte supplieslightweight materials for use in satellites, radar shields and aircraft.

Ten Cate Permess (interlinings for the clothing industry) had to contend with anunfavourable fashion image in its market. A positive result was achieved by meansof timely cost reductions.

During the year under review the start-up of the production facility in Xishan(China) was completed.

Multistiq (labels with an information and security function for the graphicsindustry) has strengthened its position as a niche market player for base materialsin the label industry. Multistiq is increasingly able to match technologicaldevelopments and high quality requirements with regard to its products andorganisation.

Ten Cate Nicolon EuropeThe Special Fabrics business unit at Almelo supplies fabrics for civil engineering,construction and agricultural applications. In 1999 a substantial growth in saleswas achieved, particularly in the construction and emergency sectors. Partly as aresult of the measures taken in the past, this operating company is now in amarkedly better position. The French subsidiary Prodireg (84%) was sold at theend of 1999, as it no longer had sufficient strategic importance and wasgenerating insufficient profits.

The market for Carpet Backing has been depressed over the past two years.Exports to Russia and other parts of eastern Europe have declined. The industryis struggling against decreasing margins, leading to reorganisations amongcompetitors. However, with its quality fabrics Carpet Backing has gained marketshare. Particularly in sectors in which competition is based on quality, Ten CateNicolon is seen as the benchmark. Its capacity was expanded with a new flat filmextruder, and a five-shift system was introduced in the weaving mill. In spite of thedeclining market volume, capacity remained fully utilised, thanks to the growth insectors of importance for Ten Cate Nicolon.

The artificial grass yarns of Thiolon Grass have been used for many years onhockey pitches and tennis courts. Over the last few years their use in footballpitches and on golf courses has grown rapidly. In the case of football pitches, inaddition to artificial grass systems with sand infill, both hybrid grass – a combination of natural and artificial grass – and grass with a rubber infill areincreasingly being used. As a result, the gap between natural and artificial grass isbeing further reduced. In order to be able to satisfy the fast-growing demand,substantial sums have been invested over the last two years in the renewal andexpansion of extrusion capacity.

Ten Cate Nicolon USA TC Baycor has for many years been the market leader in trampoline andswimming pool cover fabric. Windbreaks for tennis courts and shade cloth remainimportant parts of the product range. A new safety net for trampolines wassuccessfully introduced. It was also decided to produce shade cloth in-house.

TC Mirafi operates in a very competitive market, which is subject to overcapacity.Nevertheless, TC Mirafi has been able to position itself effectively as a supplier ofspecialty products. The utilisation of the factory was improved in 1999 by theinstallation of a third non-woven line, the products of which were sold inadvance.

In the United States the Federal Government has approved the TAE-21transportation bill. As a result, large sums will need to be invested in the yearsahead in infrastructure works. TC Mirafi is expected to benefit from this.

TC Miradri, a supplier of moisture- and ice-protection materials for theconstruction industry, also grew strongly in 1999 and has gained market share.The logistics and delivery reliability have been improved.

Ten Cate Nicolon Asia, based in Malaysia, was only able to achieve limited growthas a result of the continuing difficult market conditions.


PLASTICS SECTOR


Net sales 237.7 221.0 222.4 211.0 194.0 Operating result 10.1 14.6 7.7 20.6 12.4


Investments 15.4 12.0 11.0 9.3 8.8 Depreciation 12.0 10.8 10.8 0.9 11.4

Net capital employed 59.6* 86.4 87.9 84.6 81.3 Number of staff years (year end) 1,402 1,265 1,163 1,216 1,071 Return on capital employed (%) 9.5 16.8 20.6 24.8 15.4

* Excludes 50% Synbra

Ten Cate PlasticumTen Cate Plasticum comprises seven operating companies in the Netherlands,Great Britain and France, with recent additions in the United States andGermany.

The group supplies caps for aerosol sprays, closures and other small packagingitems which are used by customers in the food and personal care market and forhousehold products.

1999 was an extremely difficult year, partly because customers experienced adecline in sales. A negative result was recorded in net terms. This led to areorganisation, which was implemented in the second half of the year.Management changes were made and led to the loss of over 70 jobs in threecountries. The French operation was converted from a supplier of technicalinjection-moulded products to a producer specialising in caps.

In America a small production unit was started in the Chicago area under thename of Ten Cate Plasticum USA. In southern Germany Ilkenhans GmbH wasacquired, thereby adding a further geographical area to the operations of TenCate Plasticum.

BostaBosta is an international wholesaler of irrigation, drainage and other products foragriculture and horticulture and industrial applications with sites in six countries.

In 1999 the growth continued with acquisitions in Spain (Acting 2000) and France(Taxy). Taxy has six sites in the southern half of France. A third site was added inOranienbaum (Saxony Anhalt) for Bevo in Germany.

Bosta is able to purchase in a targeted and price-competitive way throughout theworld. In April 2000 a new automation system is due to enter service.

SynbraSynbra group bv is established in five European countries and supplies productsmade from EPS (expanded polystyrene) for three sectors:

– High-quality insulation products and structural elements for the constructionindustry

– Packaging for food and industrial applications– Other plastics for the professional horticulture market.



Synbra Group also manufactures EPS in-house from the raw material styrenemonomer and processes the waste into reusable raw materials.

1999 was dominated by the sale by Shell of its 50% interest in Synbra. On 29 December this resulted in an agreement whereby Shell transferred itsholding to Gilde Investments.

Ultimately a structure arose involving a leveraged holding: Synbra group bv, inwhich Ten Cate holds 50% and Gilde Investments, together with the management,holds the remaining 50%.

In 1999 Synbra faced a doubling of its raw material prices, putting margins underpressure.

During the year the group was strengthened by two acquisitions:– Seraic, a packaging company with two sites in France and – Dansk Styropack, also a supplier of packaging products with nine sites inDenmark and Great Britain.

A robust business has been created with strong positions in the construction,packaging and horticultural markets in Europe.


RUBBER SECTOR


Net sales 97.4 107.0 117.2 95.5 79.4 Operating result 9.1 3.9 6.8 5.4 7.8


Investments 2.6 4.6 9.3 9.9 9.7 Depreciation 7.7 6.8 6.8 6.0 4.7

Net capital employed 50.1 51.9 61.0 54.4 52.8 Number of staff years (year end) 833 990 1,100 1,026 949 Return on capital employed (%) 17.6 7.0 11.3 10.5 16.1

Ten Cate EnbiTen Cate Enbi is one of the leading suppliers of components for printers, copiersand fax machines. For many years Ten Cate Enbi’s great strength has been in thecombination of rubber and plastic technology, which is used in particular in rollerassemblies for paper transport. Alongside these products Ten Cate Enbi developsand supplies increasing numbers of technically advanced rollers for copiers andlaser printers for the transfer or fixing of images.

The result improved sharply, thanks to fundamental cost reductions, theintroduction of the production cell structure and increased volume.

As a result of the above-mentioned cost reductions, efficiency improvements andchanges to the product design, substantial sale price reductions wereimplemented. This restored the confidence of the major customers and generatedhigher volumes.

However, the volume growth was unable to offset the effects of the pricereductions and sales fell in net terms by 9%.

Ten Cate Enbi expects the price pressure to continue during 2000 and the grouptherefore faces some major decisions. In the medium term part of the productionwill be transferred from Europe and the United States to eastern Europe andcentral America respectively.

Ten Cate Enbi is also seeking to broaden its product range to include moreadvanced rollers for laser printers and copiers. The group is also aiming at furtherforward integration and an increased market share, particularly in the Far East.

27

Ten Cate Enbi is one of the world’s leading suppliers of components for printers, copiers and fax machines. The

group’s particular strength is in the combination of rubber and plastics technology, which is used in particular in roller

assemblies for paper transport. Ten Cate Enbi also develops and supplies increasing numbers of technically advanced

rollers for copiers and laser printers for the transfer or fixing of images. For a new copier, which is due on the market

next year, Ten Cate Enbi is producing the auger assy. This precision product is used to remove superfluous toner.

AANNNNUUAALL AACCCCOOUUNNTT 11999999

CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 1999AFTER APPROPRIATION OF PROFIT

In millions of euros 1999 1998

Fixed assetsTangible fixed assets 1Land and buildings 63.9 74.0

Plant and equipment 64.6 67.0Other operating assets 15.1 16.1

143.6 157.1

Financial fixed assets 2Associated companies 1.3 1.0

Receivables on associated companies 0.6 0.8

Other receivables 1.5 1.1

3.4 2.9

Total fixed assets 147.0 160.0

Current assets

Inventories 3 112.0 116.1

ReceivablesTrade debtors 83.6 92.6

Associated companies – 2.5Other receivables 6.1 7.2

Prepaid assets 6.5 4.9

96.2 107.2

Cash 0.4 0.5

Total current assets 208.6 223.8

355.6 383.8


1999 1998

Equity 4Issued share capital 41.1 41.1

Share premium 18.0 18.0Revaluation reserves 25.1 7.2

Reserve for retained earnings of associated companies 5.8 29.7

Other reserves 40.4 28.8Undistributed dividend balance 0.1 0.2

Equity 130.5 125.0Minority interests 0.1 –

Group equity 130.6 125.0

Provisions 5 11.3 9.2

Long-term debts6.75% subordinated convertible

debenture loan 1 6 15.1 22.7Others 7 77.5 83.8

92.6 106.5

Short-term debts 8Banks and short-term loans 25.1 42.6Accounts and taxes payable 87.4 94.3

Appropriation of profit 8.6 6.2

121.1 143.1

355.6 383.8

1 Forms part of the guarantee capital.


CONSOLIDATED PROFIT AND LOSS ACCOUNT 1999


Net sales 665.5 632.9Changes in inventories of finishedproducts and work in progress – 9.6 – 5.2

Total operating revenues 655.9 627.7

Raw materials and manufacturing supplies 279.8 276.0

Work contracted out and other external expenses 48.6 44.8Personnel costs 11 165.5 159.2Depreciation 30.1 27.9

Other operating costs 91.0 85.3

Total operating expenses 615.0 593.2

Operating result 40.9 34.5Interest 12 – 10.2 – 9.7

Result from ordinary operationsbefore tax 30.7 24.8

Taxes 13 – 9.0 – 8.4

Result from ordinary operationsafter tax 21.7 16.4

Share in net earnings ofassociated companies 14 – 0.1 0.7

Net group profit from ordinary operations 21.6 17.1

Extraordinary items 15 – – 59.2Tax on extraordinary items – 0.2

– – 59.0

Net group result after exceptional items 21.6 – 41.9Minority interests – – 0.1

Net result 21.6 – 42.0


NOTES

Statement of accounting standards

ConsolidationThe consolidated financial statements relate to those companies in which thecompany has a direct or indirect interest of more than 50%. The data relating tothese companies is included in full. The share of third parties in group assets andgroup profit is reported separately. On 29 December 1999 the new co-operationagreement relating to Synbra was signed, whereby Shell transferred its holding toa combination of Gilde Investments and the management of Synbra. In view of thechanged relationship (from an industrial to a financial partner) it has been decidedto terminate the proportional consolidation with effect from 29 December 1999.The profit and loss account for 1999 is still proportionally (50%) consolidated. In the closing balance sheet for 1999 Synbra has been included as an associatedcompany. A summary of the most important companies for which the annual datahas been incorporated in the group annual accounts is presented in the“Operating companies, associated companies and other interests as at 31 December 1999” list which appears at the back of this annual report.

The accounting policies used in the valuation of the balance sheet and for thedetermination of the earnings of the operating companies are the same as thoseused for the parent company.

Changes in the structure of the groupThe most important changes are listed on page 17, to which we refer.

Foreign currenciesTransactions in foreign currencies are translated at the rate of exchange prevailingon the date of the transaction. Assets and liabilities in foreign currencies areentered at the rates prevailing on the balance sheet date or at the rate ofexchange in foreign exchange contracts which have been entered into. The profitand loss accounts of foreign operating companies and associated companies aretranslated at the average rate for the year. The balance sheet is translated at therates prevailing on the balance sheet date, with the exception of the results.Exchange rate differences arising out of this translation are incorporated in theequity.

Exchange rate against the euro 1999 1998 1999 1998

balance sheet profit and loss account

US dollar 1.00 0.86 0.94 0.90Pound Sterling 1.61 1.42 1.52 1.49Swiss franc 0.62 0.62 0.63 0.62Singapore dollar 0.60 0.52 0.55 0.54Hong Kong dollar 0.13 0.11 0.12 0.12

GoodwillGoodwill paid for companies acquired, in other words the amount by which thepurchase price paid upon the acquisition of a holding exceeds the intrinsic value,is charged directly to equity. In the event of divestment within a few years, theprofit is used in the first instance to supplement equity capital with the goodwillcharged against it at the time of purchase. That which remains is deemed to beearnings.


Tangible fixed assetsTangible fixed assets are valued at acquisition value less depreciation. The tangiblefixed assets not employed in the manufacturing process relate to disused land,buildings and equipment. These are included at most at a value equivalent to theirestimated realisable value.

Financial fixed assetsThe valuation of the holdings in associated companies from 20% to 50% is basedon the net asset value of these companies, but not less than zero, less theprovisions deemed necessary. Holdings under 20% are valued at acquisition value,but not at more than the assessed or stock market value.

InventoriesInventories are valued at the lower of historical cost or market value.Manufacturing costs are valued according to the stage of processing.

ReceivablesReceivables are included at nominal value less adjustments deemed necessary inconnection with bad debts.

Revaluation reserveThe following are entered in this reserve: changes in the intrinsic value of foreign operating companies and associatedcompanies resulting from changes in rates of exchange.other changes in value, such as corrections to a negative value of associatedcompanies.

Reserve for retained earnings of associated companiesThis reserve has been created for associated companies, where free disposal ofretained earnings is subject to restrictions.

ProvisionsThe provision for deferred taxation relates to the difference between theeconomic value of the assets in the financial statements and their fiscal value. It is calculated on the basis of the applicable tax rate in the country concerned.The other provisions are intended to cover risks resulting from (possible) third-party claims against the group.

Net salesThe net sales comprise the revenue from goods and services supplied to thirdparties, less discounts and any taxes due.

Consumption of raw materialsThe consumption of raw materials and manufacturing supplies is calculated on thebasis of historical cost.

Depreciation of tangible fixed assetsThe depreciation of tangible fixed assets is based on the acquisition value and theexpected economic life of the asset, as shown below.

– Buildings: to a maximum of 33 years.– Plant and equipment: depending on the economic life, to a maximum of 10 years.


Taxation of earnings from ordinary operationsIn principle this includes the tax payable on the earnings from ordinaryoperations and the deferred taxes at the prevailing tax rates in the countryconcerned.

Share in net earnings of associated companiesTen Cate’s share in the net earnings of non-consolidated 20% to 50% associatedcompanies is included in net earnings. Due account is taken of possibleadjustments to the valuation of such associated companies. Dividends and otherproceeds received in the year under review from holdings below 20% areincluded as earnings. Synbra is still proportionally consolidated.

Minority interestsThis comprises the share in the profits of operating companies payable to thirdparties.


Notes to the consolidated balance sheet


1 Tangible fixed assets

Land, Plant and Other Prepayments Fixed assets Total

buildings equipment operating not used in

and dwellings assets the production

process

Book value as at 1 January 1999 74.0 67.0 10.9 5.2 – 157.1

Changes resulting from new and discontinued consolidations – 14.1 – 9.6 – 1.2 – 0.7 – – 25.6

Investments 4.2 23.3 5.3 0.9 – 33.7

64.1 80.7 15.0 5.4 – 165.2

Divestments – 0.7 – 1.5 – 0.3 – – – 2.5Currency rate adjustment for foreign operating companies 5.5 4.4 0.7 0.4 – 11.0

68.9 83.6 15.4 5.8 – 173.7Depreciation – 5.0 – 19.0 – 6.1 – – – 30.1

Book value as at 31 December 1999 63.9 64.6 9.3 5.8 – 143.6

The acquisition value and accumulated depreciation of these tangible fixed assetsat the end of 1999 are:

Acquisition value 107.8 226.9 49.7 5.8 1.1 391.3Accumulated depreciation – 43.9 – 162.3 – 40.4 – – 1.1 – 247.7

Book value 63.9 64.6 9.3 5.8 – 143.6

Investments in other operating assets (€ 5.3 million) related to, among otherthings, moulds, internal transport equipment, computers and software.

As an indication of the current value of land, buildings and dwellings, these may bevalued at approximately € 80 million.

Basis:Netherlands: property tax rating;elsewhere: own assessments.


2 Financial fixed assetsThe associated companies have been entered under this heading. Changes in respect of associated companies in which interests from 20% to 50%are held:

Year end 1999 Year end 1998

Balance as at 1 January 1.0 21.0Purchase/sale – 0.1Change in denim operations – – 20.1Earnings 0.4 0.3Dividend payments – 0.1 – 0.1Various changes in equity – – 0.2

Balance as at 31 December 1.3 1.0

Synbra Group bv has been included at zero. After the writing off of the goodwillpaid for Synbra and Dansk Styropack a negative balance remained. In view of thefact that associated companies cannot be valued at less than zero, this negativevalue has been presented as a reserve for associated companies.

3 InventoriesThe inventories are made up as follows:

Raw materials and manufacturing supplies 24.2 24.6Semi-manufactures 21.2 21.2Finished goods 66.6 70.3

Total inventories 112.0 116.1

4 EquitySee the notes to the company balance sheet on page 44 for a breakdown of theequity.

5 ProvisionsDeferred tax liabilities 2.1 0.5Pension liabilities 4.7 4.2Other provisions 4.5 4.5

11.3 9.2

The provisions are of a long-term nature.

The pension liabilities relate for the most part to foreign operating companies.

The pension entitlements of most of the Dutch employees have been placed withthe company’s pension fund ‘Stichting Pensioenfonds Koninklijke Ten Cate’. Thesepension liabilities have been funded.


6 Subordinated convertible debenture loan (6.75%)


15.1 22.7

A 6.75% subordinated convertible debenture loan with a nominal value of NLG100 million was issued on 28 April 1992. Conversion into Royal Ten Cate nvordinary shares has been possible since 1 January 1993. The conversion price iscurrently set at NLG 123.30 (€ 55.95) per ordinary share of NLG 20 nominalvalue. The conversion price will be subject to adjustments as stipulated in thetrust deed.

The loan is redeemable at face value in six almost equal instalments falling due on28 April in the years 1997 up to and including 2002. The third instalment wasconsequently repaid in the year under review. Royal Ten Cate nv is entitled torepay the loan early in part or in full at any time, at a rate which will fall by 1%per annum (from 101% after 28 April 2000 to 100% after 28 April 2001). Theannual payment of interest is due on 28 April.

At the beginning of 1998 the interest commitment was converted from fixed tovariable by means of an interest-rate swap.

7 Other long-term debts

Interest Term Amount (mln) Year end 1999 Year end 1998

The Netherlands 4.3% 2003 NLG 135.0 61.3 61.3The Netherlands – – – – 0.9United States 3.2% 2018 USD 6.8 6.8 5.8

United Kingdom – – – – 6.4Switzerland 5.8% 2019 CHF 3.3 2.0 2.1

France 4.1-4.3% 2001 FRF 1.8 0.3 1.2Germany 5.1-7.0% 2005-2019 DEM 6.5 3.3 0.9Singapore 5.4% 2006 SGD 4.5 2.7 4.7Others 2001 1.1 0.5

Total 77.5 83.8

Approximately 15% of the long-term debts are fixed-interest loans; the remaining85% are variable-interest loans.

The repayment commitments for 2000, amounting to € 8.4 million (includingconvertible) are included under short-term debts.

The repayment commitments for the subsequent years (including convertible)are:for 2001 8.7for 2002 8.5for 2003 62.2for 2004 0.9longer than 5 years 12.3

The majority of the foreign loans drawn by the operating companies are part ofinternational arrangements between the company and two banks.


8 Short-term debtsYear end 1999 Year end 1998

Bank debts and short-term loans 16.7 31.2Repayment of long-term loans 8.4 11.4

Total 25.1 42.6

Breakdown of accounts payable and taxes due:Due to suppliers 42.1 45.4Taxes and social security contributions 15.2 12.4Other debts 30.1 36.5

87.4 94.3

9 Other financial commitments

– Negotiated bills: at the end of 1999 bills have been negotiated, with recourse, in an amount of € 0.2 million.

– Tangible fixed assets: at the end of 1999 tangible fixed assets are on order in anamount of € 9.8 million, of which € 5.8 million has been prepaid.

– Operational leases have been taken out to finance various machines. They amountto € 7.3 million; € 2.2 million of this is due in 2000 and the remainder in theyears 2001 to 2003 inclusive.

Notes to the consolidated profit and loss account


10 GeneralThe profit and loss account of the parent company has been included in theconsolidated profit and loss account.

11 Personnel costsThese costs can be broken down as follows:Salaries 116.0 109.9Social security contributions 35.3 33.1Agency staff 14.2 16.2

Total 165.5 159.2

The social security contributions include an amount of € 3.6 million in respect ofpension costs. € 0.9 million of this (25%) related to the KTC Pension Fund, at apremium discount of 75%

12 InterestInterest received 0.5 1.2Interest paid – 10.7 – 10.9

Total – 10.2 – 9.7

13 TaxationThe tax burden of € 9.0 million (1998: € 8.4 million) fell from 34% in 1998 to29% in 1999.The losses available for set-off in the Netherlands (approximately € 36 million atthe end of 1999) will only be incorporated into the annual accounts once theyhave been realised.


14 Share in net earnings of associated companies


Associated companies: 20% to 50% (not consolidated) – 0.1 0.7

Of the result of € – 0.1 million, € – 0.5 million relates to the sale of associatedcompanies and € 0.4 million to our share in the result of a number of smallerassociated companies.

15 Extraordinary itemsExtraordinary charges – – 59.2Extraordinary income – – Taxes – 0.2

– – 59.0

Sales by sector

High-grade Textiles 329 303Plastics 238 221Rubber 98 107Services 1 2

Net sales 666 633

Sales by sales area

In percentages

The Netherlands 18 21Other EU countries 50 50Rest of Europe 4 3North America 20 20Asia 5 4Other areas 3 2

100 100

Number of employees

In staff years

High-grade Textiles 1,694 1,583Plastics* 1,402 1,265Rubber 833 990Services 41 48

3,970 3,886

The average number of agency staff in 1999 was 389 (1998: 520).

* Includes Synbra


Remuneration of the Executive Board and Supervisory BoardThe remuneration (including pension costs) of the Executive Board (including theActing Chairman) serving in 1999 amounted to € 0.6 million (1998: € 1.2 million). The remuneration of the Supervisory Board amounted to € 0.1 million (1998: € 0.1 million).

Shares held by the members of the Executive Board and Supervisory BoardAt the end of 1999 the members of the Executive Board held shares in Royal Ten Cate and option rights. At the end of 1999 the members of the SupervisoryBoard held 3,200 shares, but no option rights.


CASH FLOW SUMMARY


Cash flow from operational activities

Net result 21.6 – 42.0Depreciation 30.1 27.9

Cash flow 51.7 – 14.1

Change in working capital:Increase in receivables – 2.5 – 1.2

Increase/decrease in inventories 0.4 – 0.1Increase in short-term debts 3.0 17.3

0.9 16.0

52.6 1.9Other changes in the cash flow

Share in the earnings ofnon-consolidated interests 0.1 – 0.3

Dividend received 0.1 0.1Changes in provisions 3.7 – 0.7

Other changes – 0.1

3.9 – 0.8

Cash flow from operational activities 56.5 1.1

Cash flow from investment activities

Acquisitions and/or (de)consolidations – 21.2 20.2Investments in tangible fixed assets – 33.7 – 29.2Divestments of tangible fixed assets 2.5 1.4

Cash flow from investment activities – 52.4 – 7.6

Cash flow from financing activities

Revenue from long-term debts 58.4 66.7Repayment of long-term debts – 30.5 – 51.4

Revenue from long-term receivables 0.3 2.5Payment of long-term receivables – 0.4 – 0.5

Payments/revenue in respect of own shares – – 2.7Dividend paid – 6.1 – 2.7

Cash flow from financing activities 21.7 11.9

Net cash flow 25.8 5.4Exchange rate and translation differences

relating to funds – 8.4 1.6

Increase in funds 17.4 7.0

Note The funds in the cash flow summary are made up of banks and short-term loansand cash. The cash flow summary has been drawn up according to the indirectmethod.


41

TC Baycor has for many years been the market leader in trampoline and swimming pool cover fabric. Its other major

products include windshields for tennis courts and shade cloth. In co-operation with a major customer the company

has developed a safety net for trampolines. This Permanet® trampoline fabric is fitted as a raised edge around the

mat. TC Baycor is thereby underlining its leading position and its capacity to innovate.

COMPANY BALANCE SHEET AS AT 31 DECEMBER 1999AFTER APPROPRIATION OF PROFIT


Fixed assets

Financial fixed assetsConsolidated companies 112.7 94.4

Receivables on consolidated companies 92.7 93.4

Other interests 0.3 0.3Receivables on associated

companies 0.6 0.7Other receivables – 0.1

Total fixed assets 206.3 188.9

Current assets

ReceivablesConsolidated companies 5.0 5.0Associated companies – 0.4

Other receivables – 0.3

Cash 0.1 0.2

Total current assets 5.1 5.9

211.4 194.8


1999 1998

EquityIssued share capital 41.1 41.1

Share premium 18.0 18.0Revaluation reserves 25.1 7.2

Reserve for retained earnings of associated companies 5.8 29.7

Other reserves 40.4 28.8Undistributed dividend balance 0.1 0.2

130.5 125.0

Long-term debts6.75% subordinated convertible

debenture loan 1 15.1 22.7Others 0.1 0.2

15.2 22.9Short-term debts

Banks 44.6 27.7Accounts and taxes payable 12.5 13.0

Appropriation of profit 8.6 6.2

65.7 46.9

211.4 194.8

1 Forms part of the guarantee capital.


COMPANY PROFIT AND LOSS ACCOUNT 1999


Earnings of associated companies after tax 14.1 3.7Other profits and losses after tax 7.5 2.3Extraordinary items – – 48.0

Net profit 21.6 – 42.0

Notes to the company balance sheet

Equity tied up in consolidated companies

Financial fixed assetsNet asset value 112.7 94.4Receivables 92.7 93.4

205.4 187.8

Current assetsReceivables 5.0 5.0

210.4 192.8

LiabilitiesLong-term – 0.1 – 0.2

Total as at 31 December 210.3 192.6

The changes in the net asset value of the consolidated companies can be brokendown as follows:Balance as at 1 January 94.4 95.6Acquisitions and capital expansions lessgoodwill paid by operating companies 0.2 – 1.6Changes in exchange rates of foreign currencies 7.0 – 2.8Earnings 14.1 3.7Dividend payments – 13.8 – 0.5Other changes 10.8 –


Share capitalThe authorised capital amounts to NLG 400 million (€ 182 million), divided intoshares with a nominal value of NLG 20.– (€ 9.075), comprising:

– 7 million ordinary shares – 3 million A cumulative preference shares (financing prefs)– 10 million B cumulative preference shares (protection prefs) The issued share capital as at 31 December 1999 amounts to 4,522,584 ordinaryshares with a nominal value of NLG 20.– (€ 9.075).


Balance as at 1 January 41.1 40.3Stock dividend – 0.8



Share premiumBalance as at 1 January 18.0 18.8Stock dividend – – 0.8


The share premium is payable tax-free.

Revaluation reserve for exchange differences as at 31 December 14.3 7.2Reserve for associated companies 10.8 –

25.1 7.2

The increase in the reserve for exchange differences reflects an increase in thevalue of our foreign operating companies and associated companies as a result ofthe higher value of, primarily, the US dollar, Sterling and the Singapore dollar. The increase in the reserve for associated companies is the result of thecorrection to the negative intrinsic value of Synbra Group bv as a result of thewriting off of goodwill. It will be released in proportion to the results of SynbraGroup bv.

Reserve for retained earnings of associated companiesBalance as at 1 January 29.7 29.8Share in earnings of associated companies, less dividends received – 23.9 – 0.1


Others reservesBalance as at 1 January 28.8 77.5Plus:

– stock dividend – 3.7– dividend on own shares in connectionwith option scheme 0.1 –

– withdrawal/addition from profits 37.0 – 48.1Less:

– write-off of goodwill paid – 25.5 – 1.6– purchase of own shares in connection with option scheme – – 2.7


Option schemeRoyal Ten Cate has a management stock option plan established by theSupervisory Board. Members of the Executive Board and members of the Ten Cate Team are eligible for options. The options are granted by theSupervisory Board at the beginning of each year. In principle the maximumnumber of options granted in any one year will not exceed 1% of the totalnumber of shares outstanding. The exercise of options is subject to therestrictions laid down in the Model Code. In principle the company willrepurchase shares in order to prevent any dilution of earnings per share causedby the granting of options. At the end of 1999, 74,000 shares had been purchasedat an average price of € 36.64. No options were exercised in 1999.With effect from 2000 the option scheme has been changed to take account ofthe recommendations of the Securities Board of the Netherlands.


Granting of options in 1999On 4 January 1999 36,000 options were granted at the opening price on 4 January 1999, i.e. € 29.10. On 9 February 2000 41,000 options were granted at the average price on the five days following publication of the provisional result for the year, i.e. € 37.89.

The breakdown was as follows:9-2-2000 4-1-1999

(ex-)members of the Executive Board 27,500 25,000members of the Ten Cate Team 13,500 11,000

41,000 36,000

Overview of movements in options in 1999/early 2000

Other disclosuresThe company has issued a declaration of liability in accordance with article 403 ofBook 2 of the Netherlands Civil Code on behalf of its operating companies in theNetherlands. Claims for damages have been submitted to the company, arising outof the conduct of business. Provisions for these have been made to the extentnecessary.

Letters of guaranteeThe company has issued letters of guarantee in an amount of € 0.3 million onbehalf of the Dutch operating companies as security for these companies’payment commitments on the balance sheet date. In addition specific guaranteestotalling € 1.9 million have been issued for foreign companies.

Supervisory BoardA.W. Veenman Acting ChairmanP.P.A.I. DeitersC.J.A.J.M. van GestelF.J. de WitJ.B. Wolters

Executive BoardL. de Vries



Issued on Term until Number of Exercise price Exercise price Exercised/ Exercised Lapsed Outstanding

options NLG EUR lapsed in 1999 in 1999 2-1-2000

to 1998

2-1-1995 2-1-2000 23,000 80.00 36.30 12,500 – 10,500 – 3-4-1996 3-4-2001 30,500 73.00 33.13 19,500 – – 11,0002-1-1997 2-1-2002 30,000 82.00 37.21 9,500 – – 20,5002-1-1998 2-1-2003 29,500 87.50 39.71 – – – 29,5004-1-1999 4-1-2004 36,000 64.13 29.10 – – – 36,000

Totaal 149,000 41,500 – 10,500 97,000

9-2-2000 9-2-2006 41,000 37.89

47

Ten Cate Protect introduced a number of new fabrics last year for the safety and protective clothing sector.

The most recent innovation is Tecasafe® STATIC-CONTROL. This meets the highest safety requirements which

can currently be imposed on cloth, such as resistance against chemicals, heat and fire, high visibility and sufficient

comfort. The most striking feature of the new material is that it prevents the build-up of static electricity.

AADDDD IITT IIOONNAALL DDAATTAA

AUDITOR’S REPORT

IntroductionWe have audited the financial statements of Royal Ten Cate nv in Almelo for theyear 1999 as included in this report. These financial statements are theresponsibility of the company’s management. Our responsibility is to express anopinion on these financial statements based on our audit.

ScopeWe conducted our audit in accordance with auditing standards generally acceptedin the Netherlands. Those standards require that we plan and perform the auditto obtain reasonable assurance about whether the financial statements are free ofmaterial misstatement. An audit includes examining, on a test basis, evidencesupporting the amounts and disclosures in the financial statements. An audit alsoincludes assessing the accounting principles used and significant estimates madeby management, as well as evaluating the overall financial statement presentation.We believe that our audit provides a reasonable basis for our opinion.

OpinionIn our opinion, the financial statements give a true and fair view of the financialposition of the company as at 31 December 1999 and of the result for the yearthen ended in accordance with accounting principles generally accepted in theNetherlands, and comply with the financial reporting requirements included inPart 9, Book 2 of the Netherlands Civil Code.

Hengelo, 24 February 2000

PricewaterhouseCoopers N.V.


TRUSTEE’S REPORT

To the holders of debentures, convertible into ordinary shares, of the 6 3/4%subordinated convertible debenture loan 1992, per 1997/2002, originallynominally NLG 100,000,000 chargeable to Royal Ten Cate nv.

In conformity with the provisions of article 11, paragraph 2 of the trust deed of28 April 1992, we report on our work in the financial year ending 31 December1999.

1 The trust deed of this debenture loan was executed on 29 April 1992 before thenotary N.M.J. Damen in Amsterdam.

2 The conversion price per ordinary share of NLG 20.– nominal value amounted toNLG 123.30 on 31 December 1999.

3 No debentures were offered for conversion in the year under review.

4 The third draw took place on 10 March 1999. This was draw group 4 at NLG 16,650,000, redeemed as of 28 April 1999.

5 The outstanding amount of the loan was NLG 50,050,000 nominal value on 31 December 1999.

Nederlandsche Trust Maatschappij bvO.B. LinkerD.J. Stolp

Amsterdam, 2 February 2000


STICHTING PREFERENTE AANDELEN KONINKLIJKE TEN CATE

In 1988 the company entered into an agreement with the ‘Stichting PreferenteAandelen Koninklijke Ten Cate’ to issue a number of preference shares such thatthe ‘Stichting’, having taken the said shares, would be the holder of half of the(increased) share capital.

In 1995 an option agreement was entered into by the company and the ‘StichtingPreferente Aandelen Koninklijke Ten Cate’, whereby the ‘Stichting’ was grantedthe right to take preference shares such that the ‘Stichting’, having taken the saidshares, would be the holder of a maximum of almost half of the issued(increased) share capital.

The board of the ‘Stichting’, which decides on exercising the voting rights on thepreference shares, is made up of the following members:A.G. van Leersum ChairmanA.W. VeenmanP. Bakker SchutK.E.J. DijkA. Vos.

In the opinion of the company and of the board of the ‘Stichting’, the ‘Stichting’ isindependent of the company as referred to in Appendix X of the securitiesregulations.


51

The Thiolon Grass business unit of Ten Cate Nicolon has an outstanding name throughout the world in the market

for artificial grass. Thiolon® Grass yarns have proved themselves many times over, particularly in the tennis and

hockey world and on football training pitches.

In the case of football pitches, in addition to artificial grass systems with sand infill, both hybrid grass – a combination

of natural and artificial grass – and grass with a rubber infill are increasingly being used. As a result, the gap between

natural and artificial grass is being further reduced.

PROVISIONS OF THE ARTICLES OF ASSOCIATION RELATING TO APPROPRIATION OF PROFIT

Article 28GeneralThe authorised capital is divided into ordinary shares, A cumulative preferenceshares (so-called financing prefs) and B cumulative preference shares (so-calledprotection prefs). The A shares are subdivided into separate series.

Summary of the provisions of the articles of association1a If possible, a dividend will first of all be paid out of the profit to the holders of

B preference shares equivalent to a percentage of one and one half per centabove the average interest rate for advances against securities fixed byAmsterdam Exchanges N.V. during the previous year. The dividend percentage iscalculated on the paid-up part of the nominal sum.

b In the event that and in so far as the profit is insufficient for full payment asreferred to in a., the deficit will as far as possible be paid from the distributablereserves. In the event that and in so far as the distributable reserves are alsoinsufficient for full payment as referred to in a., in subsequent years no paymentwill be made on the A preference shares or on the ordinary shares for as long asthe deficit is not cleared in full.

c No payments other than those referred to in a. and b. above will be made on theB preference shares.

2a Thereafter, as far as possible, a dividend will be paid on the A preference shares ofa percentage referred to hereafter, calculated on the amount paid up on the A preference shares in the series concerned. The percentage is equal to thearithmetical average of the effective yield of government loans with a (residual)term of seven to eight years, possibly increased by a bonus set by the ExecutiveBoard and approved by the Supervisory Board, not exceeding two per cent, suchbeing dependent on the market situation at the time, which bonus may differfrom one series to another.

b As of the first of January following the year in which eight years since the date ofissue of a series of A preference shares have elapsed, and every eight yearsthereafter, the dividend percentage of that series of A preference shares will beadjusted in line with the effective yield of the government loans referred toabove, calculated in the manner described, although subject to the proviso thatthe said average will be calculated over the last five stock exchange trading daysprior to the day on which the dividend is adjusted and possibly increased by abonus set by the Executive Board and approved by the Supervisory Board asdescribed above, which bonus may differ from one series to another.

c In the event that and in so far as the profit is insufficient for full payment asreferred to in a., the deficit will as far as possible be paid from the distributablereserves. In the event that and in so far as the distributable reserves are alsoinsufficient for full payment as referred to in a., in subsequent years no paymentwill be made on the ordinary shares for as long as the deficit is not cleared in full.

d No payments other than those referred to in a. and c. above will be made on theA preference shares.


3 With the approval of the Supervisory Board, the Executive Board is authorised todetermine the part of the profit that will be reserved after distribution asreferred to above.

4 The sum then remaining from the profit is at the disposal of the general meetingof shareholders.

5 Shares held by the company in its own capital are not taken into account incalculating the appropriation of profit.

PROPOSED APPROPRIATION OF PROFIT


Net result 21.6 – 42.0

Added to/withdrawn from other reserves in accordance with article 28, paragraph 4 of the articles of association – 37.0 48.1

– 15.4 6.1

Net withdrawal from the reserve for retained profits of associated companies 23.9 0.1

8.5 6.2Undistributed dividend balance A°P° 0.2 0.2

8.7 6.4Payment of 21% or 15% dividend to holders of ordinary shares in accordance with article 28, paragraph 5 of the articles of association 1 – 8.6 – 6.2

Undistributed dividend balance at year end, which is transferred to the relevant account 0.1 0.2

1 1999: in the case of full dividend taken in cash.



TEN-YEAR SUMMARY

In millions of euros, unless stated otherwise 1999 1998 1997 1996 1995 1994 1993 1992 1991 1990

Consolidated profit and loss account Net salesChanges in inventories of finished products and work in progress

Total operating revenues

Raw materials and manufacturing suppliesWork contracted out and other external expensesPersonnel costsDepreciationOther operating costs

Total operating expenses

Operating resultInterest

Result from ordinary operations before taxTaxes

Result from ordinary operations after taxShare in net earnings of associated companies

Net group profit from ordinary operationsExtraordinary items after tax

Net group profit after extraordinary itemsMinority interests

Net profit

DividendOperating result as % of salesReturn on equityReturn on capital employed

Consolidated balance sheetafter appropriation of profit Tangible fixed assets

Financial fixed assets

Total fixed assets

InventoriesReceivablesSecurities and cash

Total current assets

Total assets

EquityMinority interests

Group equityInvestment premiums equalisation fundProvisionsLong-term debtsBanks and short-term loansOther short-term debts

Total liabilities

Guarantee capital/total capital

AcquisitionsInvestmentsDepreciation (net)Cash flow

Number of staff years at year end

Number of outstanding shares (x 1,000)Maximum increase from conversion

Net earnings per NLG 20 shareDividend per shareClosing price

665.5 632.9 620.8 645.2 607.0 503.5 492.7 504.1 468.0 430.8– 9.6 – 5.2 8.9 0.5 7.1 6.2 – 3.7 0.1 4.1 4.2

655.9 627.7 629.7 645.7 614.1 509.7 489.0 504.2 472.1 435.0

279.8 276.0 279.0 295.0 288.2 226.4 207.4 225.3 215.4 213.048.6 44.8 51.4 44.2 42.2 37.0 33.6 30.9 28.6 24.9165.5 159.2 153.4 157.3 152.5 127.6 133.6 130.0 112.9 101.130.1 27.9 27.5 31.4 30.3 27.0 26.3 25.8 23.2 19.591.0 85.3 81.5 81.8 73.9 68.3 66.1 60.4 58.7 51.5

615.0 593.2 592.8 609.7 587.1 486.3 467.0 472.4 438.8 410.0

40.9 34.5 36.9 36.0 27.0 23.4 22.0 31.8 33.3 25.0– 10.2 – 9.7 – 10.1 – 12.0 – 12.0 – 7.3 – 8.7 – 9.5 – 7.9 – 5.8

30.7 24.8 26.8 24.0 15.0 16.1 13.3 22.3 25.4 19.2– 9.0 – 8.4 – 9.1 – 9.2 – 4.6 – 5.0 – 4.2 – 7.5 – 9.4 – 5.7

21.7 16.4 17.7 14.8 10.4 11.1 9.1 14.8 16.0 13.5– 0.1 0.7 0.6 – 0.2 1.8 2.6 2.6 3.2 4.2 5.3

21.6 17.1 18.3 14.6 12.2 13.7 11.7 18.0 20.2 18.8– – 59.0 – 4.5 – 2.5 – 3.2 – 6.8 – 7.2 – 2.9 – –

21.6 – 41.9 13.8 12.1 9.0 6.9 4.5 15.1 20.2 18.8– – 0.1 – 1.6 0.3 – 0.1 0.2 – 0.1 – 0.6

21.6 – 42.0 13.8 13.7 9.3 6.9 4.6 15.3 20.1 18.2

8.6 6.2 6.4 5.9 4.6 3.8 3.7 7.2 7.5 6.96.1% 5.4% 6.0% 5.6% 4.5% 4.6% 4.5% 6.3% 7.1% 5.8%16.9% – 27.8% 8.0% 8.5% 5.9% 4.3% 2.9% 9.9% 13.1% 11.8%13.5% 11.5% 11.3% 9.9% 8.5% 8.5% 8.2% 11.8% 13.7% 12.0%

143.6 157.1 162.1 184.8 176.9 158.1 165.8 163.6 150.4 121.63.4 2.9 24.9 10.8 8.3 35.3 20.5 28.6 28.8 27.0

147.0 160.0 187.0 195.6 185.2 193.4 186.3 192.2 179.2 148.6

112.0 116.1 117.9 116.2 114.7 85.8 86.2 88.5 89.9 82.796.2 107.2 108.2 124.9 130.9 101.5 87.5 93.5 95.7 82.60.4 0.5 0.3 0.8 1.1 0.3 1.4 0.6 0.5 4.7

208.6 223.8 226.4 241.9 246.7 187.6 175.1 182.6 186.1 170.0

355.6 383.8 413.4 437.5 431.9 381.0 361.4 374.8 365.3 318.6

130.5 125.0 176.5 165.7 156.4 159.6 159.2 159.3 149.3 156.70.1 – 0.1 11.6 13.8 0.1 0.1 – 0.9 1.2

130.6 125.0 176.6 177.3 170.2 159.7 159.3 159.3 150.2 157.9– – – 1.3 1.9 1.9 3.0 4.2 4.9 6.0

11.3 9.2 9.9 14.2 18.1 21.3 18.7 11.7 11.6 11.992.6 106.5 94.1 100.6 114.8 103.0 107.3 108.2 59.9 45.925.1 42.6 49.5 62.6 62.9 26.9 11.8 20.7 60.4 36.496.0 100.5 83.3 81.5 64.0 68.2 61.3 70.7 78.3 60.5

355.6 383.8 413.4 437.5 431.9 381.0 361.4 374.8 365.3 318.6

41% 38% 50% 49% 50% 54% 57% 56% 42% 51%

34.6 0.5 11.1 8.9 13.9 4.8 – 5.0 48.0 16.533.7 29.2 29.8 26.4 40.5 30.0 30.2 41.6 31.4 26.330.1 27.9 27.5 31.4 30.3 27.0 26.3 25.8 23.2 19.551.7 – 14.1 41.3 45.2 39.6 33.9 30.9 41.0 43.3 37.7

3,970 3,886 3,848 4,733 4,780 3,806 4,032 4,179 4,071 3,679

4,523 4,523 4,433 4,321 4,242 4,157 4,065 3,968 3,775 3,593429 574 734 891 868 852 845 836 54 58

4.78 – 9.34 3.13 3.19 2.21 1.66 1.15 3.90 5.37 5.091.91 1.36 1.45 1.36 1.09 0.91 0.91 1.82 2.00 1.9137.50 29.04 39.71 37.57 30.72 35.85 43.65 31.31 40.20 34.94


High-grade Textiles Sector

Ten Cate Advanced Textiles

Ten Cate Advanced Textiles bv NijverdalGroup holding company

Ten Cate Protect bv NijverdalFabrics for work clothing,

uniforms and safety clothingTen Cate Technical Fabrics bv Nijverdal

Canvas and awning fabricTen Cate Advanced Composites bv Nijverdal

Components for aircraft manufacture;antiballistic materialsBryte Technologies inc San José (California), USAAerospace componentsAres Protection sa (68%) Vienne, France

Antiballistic materialsTen Cate Advanced Spinning bv Nijverdal

High-grade yarnsTen Cate Permess bv Goor

Interlinings for the clothing industry

Ten Cate Permess UK ltd Prudhoe, UKSales office

Ten Cate Permess Italia spa Florence, ItalySales office

Ten Cate Permess Interlinings Hong Kong ltd Hong Kong, China

Sales officeTen Cate Permess Xishan Xishan, China

Sale and production of interliningsMultiSTiQ International Coating bv Goor

Self-adhesive and thermallyadhesive labels

Ten Cate Nicolon Europe

Ten Cate Nicolon bv Nijverdal/AlmeloGroup holding company

Thiolon Grass NijverdalArtificial turf yarnsCarpet Backing NijverdalCarpet backingSpecial Fabrics Almelo

Geotextiles, fabrics for agriculture, horticulture and civil engineering

Ten Cate Nicolon Asia Kuala Lumpur, MalaysiaSales office for geotextiles

Ten Cate Nicolon USA

Nicolon Corporation Atlanta (Georgia)Group holding company

TC Mirafi Jefferson (Georgia)GeotextilesTC Baycor Cornelia (Georgia)

Fabrics for the leisure and agricultural markets

TC Miradri Atlanta (Georgia)Moisture and ice protection materials

for the construction industry

Plastics Sector

Ten Cate Plastics Processing

Ten Cate Plastics Processing bv Nijverdal Group holding company

Ten Cate Plasticum Tilburg bv TilburgTen Cate Plasticum UK ltd Derby, UK

Ten Cate Plasticum France sa Chartres, FranceTen Cate Plasticum USA inc McHenry (Illinois), USA

Ilkenhans (90%) Waldkirch, GermanyAerosol caps

Ten Cate Plasticum Rijen bv RijenTen Cate Plasticum Ede bv EdeCustomer-specific packaging

and closures

Bosta bv VeghelBevo GmbH Vlotho, GermanyBosta UK ltd Bury St. Edmunds,

Suffolk, UKActing 2000 sl, Barcelona, Spain

Taxy sa Montpellier, FranceAgubat sa (85%) Lille, France

Reci-Prof International bv (70%) NieuwkuijkTechnical products for agriculture,

horticulture and industry

Synbra

Synbra Group bv (50%) Etten-LeurHolding company

Synbra Technology bv Etten-LeurManufacture andrecycling of EPS

Isobouw Systems bv SomerenIsobouw Dämmtechnik GmbH Abstatt, Germany

Vencel Resil ltd Dartford, Kent, UKBuilding insulation

Synprodo Packaging bv WaalwijkIsobox Technologies sa Nanterre, France

Seraic sa Verrou-en-Sologne, FranceDansk Styropack a/s Tvilho, Denmark

EPS packagingSynprodo Hortiproducts bv Wijchen

Synprodo Plantpak ltd Mundon, Essex, UKEPS products for

horticulture

OPERATING COMPANIES, ASSOCIATED COMPANIES AND OTHER INTERESTS AS AT 31 DECEMBER 1999

The operating companies listed here are consolidated in the annual accounts. The figures for Synbrahave been proportionally consolidated up to and including 29 December, the date on which the newagreement came into force. Synbra has been included as an associated company in the closing balancesheet for 1999. Some interests of minor relevance to the overall picture have been omitted from thereview on the facing page, in accordance with article 379, paragraph 3, Book 2 of the NetherlandsCivil Code. The companies are wholly owned, unless otherwise stated.

DesignVormgeversmaatschap Harsta, Crouwel. BNO. Almelo. PhotographsHans van Ommeren, Woerden. Printing Drukkerij Rosbeek, Nuth. TranslationVan Hoorn business translations, Utrecht

Rubber Sector

Ten Cate Enbi

Ten Cate Enbi International bv NuthGroup holding companyTen Cate Enbi Nuth bv Nuth

Ten Cate Enbi sa Fougères, FranceTen Cate Enbi sa Bevaix, SwitzerlandTen Cate Enbi inc West Henrietta

(New York), USATen Cate Enbi inc Shelbyville (Indiana),

USATen Cate Enbi pte ltd Singapore

Components for printers, copiers and fax machines

Ten Cate Enbi co ltd Tokyo, JapanSales office

Others

Ten Cate Assurantiën bv AlmeloInsurance

Property Management CompanyAlmelo Centrum bv Almelo

Doldebleek bv NijverdalGebemca bv AlmeloGelderold bv Oldenzaal

Nijverdal Noord bv NijverdalTwedam bv Almelo

Property companies

Enbi Ireland (20%) Portlaoise, IrelandSeals

Ten Cate Nederland bv AlmeloRoyal Ten Cate USA inc Atlanta, Georgia

Ten Cate UK ltd London, UKTen Cate France sa Paris, France

Ten Cate Deutschland GmbH Vlotho, GermanyCountry holding companies

Royal Ten Cate Egbert Gorterstraat 3, 7607 GB Almelo, NetherlandsP.O. Box 58, 7600 GD Almelo, NetherlandsTelephone +31 546 544911Fax +31 546 814145E-mail [email protected]

KTC99 - Royal Ten Cate - TenCate Corporate€¦ · 30 March Annual General Meeting of Shareholders...

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