I NVESTOR UPDATE CALL 2 0 1 2 APRIL 30, 2012 DISCLAIMER PLEASE - - PDF document

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I NVESTOR UPDATE CALL 2 0 1 2 APRIL 30, 2012 DISCLAIMER PLEASE - - PDF document

I NVESTOR UPDATE CALL 2 0 1 2 APRIL 30, 2012 DISCLAIMER PLEASE NOTE THAT THIS PRESENTATION (INCLUDING ANY INFORMATION CONTAINED HEREIN AND ANY INFORMATION, WHETHER OR NOT IN WRITING, SUPPLIED IN CONNECTION WHEREWITH) IS FOR INSTITUTIONAL


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SLIDE 1

I NVESTOR UPDATE CALL 2 0 1 2 APRIL 30, 2012

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SLIDE 2

DISCLAIMER

Investor Update Call 2012 / April 30, 2012 2

PLEASE NOTE THAT THIS PRESENTATION (INCLUDING ANY INFORMATION CONTAINED HEREIN AND ANY INFORMATION, WHETHER OR NOT IN WRITING, SUPPLIED IN CONNECTION WHEREWITH) IS FOR INSTITUTIONAL INVESTORS ONLY. THIS PRESENTATION IS FURNISHED TO YOU SOLELY FOR YOUR INFORMATION, SHOULD NOT BE TREATED AS GIVING INVESTMENT ADVICE AND MAY NOT BE REPRODUCED OR REDISTRIBUTED, IN WHOLE OR IN PART, TO ANY OTHER PERSON No representation or warranty (expressed or implied) is made as to, and no reliance should be placed on, the dairness, accuracy or completeness

  • f the information contained herein and, accordingly, none of Franz Haniel & Cie. GmbH (hereinafter referred to as the “Company” or as “Haniel”),
  • r any of ist parent or subsidiary undertakings or any of such person‘s officers, directors or employees accepts any liabilitywhatsoever arising

directly or indirectly from the use of this document. This presentation may contain forward-looking statements. In addition to statements which are forward-looking by reason of context, forward-looking statements are indicated by the use of words such as “forecast” , “expect ”, “intend”, “plan”, “predict”, “assume”, “believe”, “estimate”, “may”, “shall”, “anticipate” or expressions with similar meanings. Forward-looking statements are based on certain expectations and assumptions at the time of preparation of this presentation and are subject to risks and uncertainities, e.g. such relating to the future development of the economic and regulatory environment, the behaviour of competitors and other market participants

  • r the ability to successfully integrate acquired business and achieve anticipated synergies. If any of theseor other risks and uncertainities occur
  • r if the assumptions underlying any of these statements prove incorrect, actual results may differ materially from those expressed or implied by

a forward-looking statement. Therefore, no representation of warranty, expressed or implied, is made regarding any forward-looking statement. Haniel neither intends nor undertakes to update forward-looking statements. Please note that data from external sources cited in this presentation has not been independently verified by Haniel. By accepting this Presentation you acknowledge that you will be solely responsible for your own assessment of the market and the market position of the Company and that you will conduct your own analysis and be solely responsible for forming your own view of the potential future performance of the Company‘s business. This Presentation constitutes neither an offer to sell nor an invitation to buy securities. These materials do not constitute or form a part of, and should not be construed as, an offer or invitation to subscribe for or purchase any securities and neither these material nor anything contained herein shall form the basis of, or be rlied on in connection with, any offer or commitment whatsoever. In particular, these material are not an offer for sale of securities in the United States (as defined in Regulation S under the U.S. Securities Act of 1933). Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Neither this document nor any part or copy of it may be distributed in or into, directly ir indirectly, the United States, ist territories or possessions. Neither this document nor any part or copy of it may be distributed into Australia, Canada or Japan. Any failure to comply with these restrictions may constitute a violation of US, Australian, Canadian or Japanies securities laws, respectively. The distribution of this document in other jurisdictions may also be restricted by law, and persons into whose possession this document comes should inform themselves about, and

  • bserve, any such restrictions.

This Presentation speaks as of 30 April 2012. Neither the delivery of this Presentation nor any further discussions of the Company with any of the recipients shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since such date. This material is given in conjunction with an oral Presentation and should not be taken out of context.

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SLIDE 3

HIGHLIGHTS 2011

Investor Update Call 2012 / April 30, 2012 3

Haniel has adjusted its strategic course

CWS-boco successfully continues repositioning project Metro Group‘s Managing Board has new Chairman Celesio launches strategic realignment with new Management TAKKT strengthens online business ELG expands business model Sale of real estate belonging to Metro‘s founding shareholders Holding company reduced net financial debt by EUR 160m Holding company sharpens role as value developer

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SLIDE 4

LONG-TERM HANI EL STRATEGY HANI EL I NVESTMENT PORTFOLI O FRANZ HANI EL SUBGROUP SUMMARY

Investor Update Call 2012 / April 30, 2012 4

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SLIDE 5

OVERVIEW

Investor Update Call 2012 / April 30, 2012 5

Holding Franz Haniel & Cie. Gm bH

  • Founded 1756
  • More than 600 family shareholders

Five Corporate Divisions

  • CWS-boco (100%)
  • ELG (100%)
  • TAKKT (70%)
  • Celesio (55%)
  • Metro (34%)
  • Approx. 800 majority-owned companies
  • Corporate Divisions active in more than 30

countries

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SLIDE 6

HANIEL INVESTMENT STRATEGY

Investor Update Call 2012 / April 30, 2012 6

Long-term value

  • rientation

Strategic control Diversification and high quality assets Family ownership with professional corporate governance

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SLIDE 7

CURRENT STATUS OF PROJECT “HANIEL 2020”

Investor Update Call 2012 / April 30, 2012 7

Definition of target portfolio structure

Identification of 4 new business segments driven by global megatrends

Review of Haniel‘s Corporate Divisions

Launch of strategic initiatives in Haniel‘s Corporate Divisions to exploit development potential

Rebalancing of Haniel portfolio and deleveraging through divestments and acquisitions of new pearls

 Haniel 2020 reflects our ‘active shareholder’ and long-term investor philosophy to enhance value creation  Strategic initiatives in Corporate Divisions have been implemented  New business division will not be built before adequate divestment measures

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SLIDE 8

LONG-TERM HANI EL STRATEGY HANI EL I NVESTMENT PORTFOLI O FRANZ HANI EL SUBGROUP SUMMARY

Investor Update Call 2012 / April 30, 2012 8

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SLIDE 9

OVERVIEW

Investor Update Call 2012 / April 30, 2012 9

Franz Haniel Subgroup CWS-boco ELG TAKKT Celesio METRO Group

  • Washroom hygiene

and mats

  • Workwear
  • Trading and

processing of raw materials for the stainless steel industry

  • B2B direct-marketing

specialist for business equipment

  • Patient and Consumer

Solutions

  • Pharmacy Solutions
  • Manufacturer

Solutions

  • Self-service wholesale
  • Hypermarkets
  • Consumer electronics
  • Department stores

Invested since: 1981 Business Segment: B2B Service Provider Countries: 18 Employees: 7,816* Cycle: low cyclical (late) Invested since: 1983 Business Segment: Trading Countries: 17 Employees: 1,068* Cycle: high cyclical (early) Invested since: 1985 Business Segment: B2B Countries: >25 Employees: 2,003* Cycle: cyclical Invested since: 1962 Business Segment: Retail & Wholesale Countries: 27 Employees: 46,669* Cycle: non-cyclical Invested since: 1966 Business Segment: Retail & Wholesale Countries: 33 Employees: 280,856* Cycle: moderate-cyclical

100% 100% 70% 55% 34%

as of 31.12.2011 * average head count

Diversified investment portfolio regarding  business models  geographic coverage  business cyclicality

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SLIDE 10

CWS-BOCO: INNOVATIVE SERVICES & SOLUTIONS

Investor Update Call 2012 / April 30, 2012 1 0

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SLIDE 11

Turnover EUR m Operating result EUR m Dividend EUR m

CWS-BOCO: FINANCIAL PERFORMANCE

Investor Update Call 2012 / April 30, 2012 1 1

 Turnover increased slightly due to favourable economic climate  Operating result improved substantially driven by both sales increase and cost savings  Focus Future repositioning project has entered implementation phase in 2011 yielding already first positive results  Strong dividend contribution

CWS-boco benefited from economic recovery & positive outcomes of Focus Future

748 734 750 779 762 766 697 2011 2010 2009 2008 2007 2006 2005 33 97 104 58 65 15 38 25 2011 56 41 2010 53 15 2009 58 2008 2007 2006 2005 42 1 78 33 22 2011 2010 2009 2008 2007 2006 2005 One-off effects; in 2010/2011 mainly due to Focus Future

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SLIDE 12

ELG: STAINLESS STEEL & SUPERALLOYS RECYCLING

Investor Update Call 2012 / April 30, 2012 1 2

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SLIDE 13

Turnover EUR m Operating result EUR m Dividend EUR m

ELG: FINANCIAL PERFORMANCE

Investor Update Call 2012 / April 30, 2012 1 3

 Stainless steel market was in good shape in the first half of 2011 and started to deteriorate in the course of the summer, putting commodity prices under pressure  ELG was able to increase its output tonnage to more than 1.3m tonnes (+4%)  Operating result decreased due to difficult market environment in Europe and insolvency of LME broker MF Global through which ELG had arranged some of its nickel price hedges  ELG has acquired UK-based Recycled Carbon Fibre Ltd. to unlock new growth potential

ELG was able to generate satisfactory results in a volatile business climate

2011 2,721 2010 2,619 2009 1,546 2008 2,833 2007 3,765 2006 3,210 2005 1,984 81 88 40 117 294 204 137 2011 2010 2009 2008 2007 2006 2005 41 42 45 105 164 31 77 2011 2010 2009 2008 2007 2006 2005

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SLIDE 14

TAKKT: B2B DIRECT-MARKETING SPECIALIST FOR BUSINESS EQUIPMENT

Investor Update Call 2012 / April 30, 2012 1 4

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SLIDE 15

Investor Update Call 2012 / April 30, 2012

Turnover EUR m Operating result EUR m Dividend per share EUR

TAKKT: FINANCIAL PERFORMANCE

1 5

 Strong sales growth attributable to the excellent performance of the Business Equipment Group in Europe; online sales with above-average growth accounted for 21% of TAKKT‘s total sales  Operating result increased considerably due to increased sales & gross margin, utilisation of direct marketing infrastructure capacities and strict cost control measures  TAKKT systematically pursued its expansion strategy to establish multi-channel brands & web-only brands  In 2012, TAKKT acquires George Patton Associates, Inc. (GPA), a leading US direct marketing company for display articles

TAKKT continued to drive growth and to optimise gross margin

852 802 731 932 986 958 774 2011 2010 2009 2008 2007 2006 2005 104 49 120 125 105 89 13 2011 2010 81 68 2009 2008 2007 2006 2005 2009 2011

0.85 0.32 0.53

2010

0.32 0.32

2008

0.80 0.32 0.48

2007

0.80 0.32 0.48

2006

0.25

2005

0.15

Ordinary dividend Special dividend

One-off effects

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SLIDE 16

CELESIO: PHARMACEUTICAL DISTRIBUTION

Investor Update Call 2012 / April 30, 2012 1 6

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SLIDE 17

Turnover EUR bn Operating result EUR m Dividend per share EUR

CELESIO: FINANCIAL PERFORMANCE

Investor Update Call 2012 / April 30, 2012 1 7

 Change of management: New CEO Markus Pinger, new CFO Marion Helmes and new COO (Patient & Consumer Solutions) Stephan Borchert  Operating result declined due to impairment losses, expenses for restructuring measures as well as renewed public-sector savings initiatives  Strategic realignment is to focus on core business activities & move towards higher growth and margin markets, e.g. Brazil with the Oncoprod acquisition  “Operational Excellence Program” targets at least EUR 50m cost savings annually from 2013 onwards

Celesio´s strategic realignment will focus on its core wholesale business while the “Operational Excellence Program” will strengthen its profitability

2011 23.0 2010 23.3 2009 21.5 2008 21.8 2007 22.3 2006 21.6 2005 20.5 559 711 666 643 2011 427 232 195 2010 2009 497 223 274 2008 556 269 287 2007 2006 2005 2009 2011 0.25 2010 0.50 0.50 2008 0.48 2007 0.77 2006 0.75 2005 0.70 One-off effects

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SLIDE 18

CELESIO: STRATEGIC REALIGNMENT

Investor Update Call 2012 / April 30, 2012 1 8

2012 2013 2014

 Implementation Operational Excellence Program  Stabilizing earnings  Sell Manufacturer Solutions including DocMorris mail order Stabilisation Realignment Growth  First positive effects of Operational Excellence Program  Further roll out of Operational Excellence Program  Pilot phase of European Pharmacy Network  Pilot phase of end-to-end supply chain  Full positive effect from Operational Excellence Program (EUR 50m p.a.)  Roll out European Pharmacy Network  Roll out end to end supply chain  Regional expansion possible

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SLIDE 19

METRO GROUP: STRONG BRANDS

Investor Update Call 2012 / April 30, 2012 1 9

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SLIDE 20

Turnover EUR bn Operating result EUR m Dividend per ordinary share EUR

METRO GROUP: FINANCIAL PERFORMANCE

Investor Update Call 2012 / April 30, 2012 2 0

 New CEO Olaf Koch and new CFO Mark Frese  Franz Markus Haniel assumed chairmanship of Metro AG’s supervisory board, Florian Funck is proposed to be elected for the supervisory board in May 2012  In response to the difficult economic environment, Metro intensified its efficiency and value enhancement programme “Shape 2012”  New online strategy of Media-Saturn implemented in 2011/2012  Kaufhof disposal on hold due to not optimal situation on the financial markets

Robust results despite difficult economic environment in 2011

2011 66.7 2010 67.3 2009 65.5 2008 68.0 2007 64.2 2006 58.3 2005 55.7

259

2010 2,415

2,211 204

2009 2,024

1,681 343

2008 1,985 2007 2011 2,372

2,113

2,078 2006 1,928 2005 1,738 2011 2008 1.18 2007 1.18 2006 1.12 2005 1.02 1.18 1.35 2010 1.35 2009 One-off effects due to Shape

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SLIDE 21

METRO GROUP: BUSINESS UNITS

Investor Update Call 2012 / April 30, 2012 2 1

Metro Cash & Carry Real Media-Saturn Galeria Kaufhof

2011

1,148 31.2

2010

1,104 31.1

2009

936 30.6

2008

1,139 33.1

2007

1,243 31.7

2006

1,111 29.9

2005

1,013 28.1

Turnover EUR bn Operating result EUR m 2011

134 11.2

2010

132 11.5

2009

52 11.3

2008

6 11.6

2007

  • 16

11.0

2006

19 8.8

2005

  • 12

9.9

Turnover EUR bn Operating result EUR m 2011

542 20.6

2010

625 20.8

2009

608 19.7

2008

603 19.0

2007

610 17.4

2006

587 15.2

2005

510 13.3

Turnover EUR bn Operating result EUR m

3.5

2011

121

2007

107

2010

138 3.6

2009

119 3.5

2008

115 3.6 3.6

2006

82 3.6

2005

69 3.6

Operating result before one-off effects Turnover Turnover EUR bn Operating result EUR m

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SLIDE 22

OUTLOOK 2012

Investor Update Call 2012 / April 30, 2012 2 2

ELG CWS- boco TAKKT Celesio METRO Group

− ELG is expecting a low single-digit percentage decline in sales & decline in operating profits − ELG intends to further strengthen its market and competitive position − Positive effects are expected from the further implementation of Focus Future measures − For 2012, sales growth of 2-3% and increase of operating result* by 10-15% are expected − In case of moderate economic slowdown, an organic sales growth of 2% is expected − Continued focus on growth initiatives through roll-out or acquisitions (e.g. George Patton) − Stable revenue development in 2012 and operating result* at least on 2011 level expected − One-off expenses due to “Operational Excellence Program” but also first positive impact − Multitude of initiatives to increase sales and to strengthen competitiveness − Overall, increase in sales and operating result* on previous year’s level are expected

− The Haniel Managing Board expects a slowdown of the economy (base case) in 2012 with robust performance of the business divisions in terms of turnover and operating result* − In case of a sharp economic decline, turnover and operating result* will be below prior year

* Before One-off effects

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SLIDE 23

LONG-TERM HANI EL STRATEGY HANI EL I NVESTMENT PORTFOLI O FRANZ HANI EL SUBGROUP SUMMARY

Investor Update Call 2012 / April 30, 2012 2 3

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SLIDE 24

Haniel Finance Deutschland GmbH, Haniel Finance B.V., …

HANIEL ORGANISATIONAL STRUCTURE

Investor Update Call 2012 / April 30, 2012 2 4

FHC

Divisions Financing Subsidiaries & Others Parent Company Haniel Group Franz Haniel Subgroup

FHC: Franz Haniel & Cie. GmbH

* * The minority investment in METRO GROUP is integrated in the Haniel Group‘s consolidated financial statements on an At-Equity basis.

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SLIDE 25

PORTFOLIO VALUE AT MARKET PRICES 3-MONTH AVERAGE AS OF 31ST OF DECEMBER 2011

Investor Update Call 2012 / April 30, 2012 2 5

Currently historically low market multiples 6% Others 17% Celesio 7% TAKKT 7% CWS-boco 4% ELG 59% METRO Group

Market Value portfolio Net financial debt 17% 83% 6.2 2.4

Net financial debt Listed Assets Unlisted Assets

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SLIDE 26

10 20 30 40 50 2007 2008 2009 2010 2011

NET FINANCIAL DEBT AND MARKET VALUE GEARING

Investor Update Call 2012 / April 30, 2012 2 6

Net financial debt Franz Haniel Subgroup

  • 0.3
  • 1.3

Target

2.1

2011

2.4

2010

2.6

2009

2.6

2008

2.8

2007

3.7  Net Financial Debt reduced by about EUR 1.3bn since 2007  Market Value Gearing increased due to recent market deterioration  Various measures taken to reduce net financial debt  Target net financial debt of EUR 2.1bn

EUR bn

Market Value Gearing Franz Haniel Subgroup

in %

MVG 3 month average

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SLIDE 27

CASH FLOW

Investor Update Call 2012 / April 30, 2012 2 7

 Despite challenging business environment Total Cash Cover for 2011 of 1.0  Further dividend cut by EUR 10m to family shareholders in 2012  Celesio dividend cut for 2011 offset by TAKKT special dividend

EUR m 2008 2009 2010 2011 2012

expected

Dividends received 367 218 218 254 >250 Other operating cash flow

  • 42
  • 50
  • 49
  • 57
  • 55

Interest Payments

  • 159
  • 101
  • 121
  • 130

<-130 Cash flow from operations 166 67 48 67 65 Dividends paid to shareholders

  • 150
  • 70
  • 60
  • 60
  • 50

Share buyback

  • 5
  • 3

Divestments / Investments 900 250

  • 2

166 >0 Cash flow related change in net financial liabilities to third parties 916 247

  • 14

168 >0 Total Cash Cover 1.0 1.0 0.9 1.0 1.1

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SLIDE 28

NET FINANCIAL DEBT

Investor Update Call 2012 / April 30, 2012 2 8

12/31/11

2,412

Non-Cash flow related change in net financial debt

10

Divestments/ Investments

  • 166

Share Buyback

5

Dividends Paid Interest Payments

130

Other

  • perating

cash flow

57

Dividends received

  • 254

12/31/10

2,570 60  Successful reduction of net financial debt by EUR 158m in 2011

EUR m

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SLIDE 29

2017 2016 2015 2014 2013 2012 1,200 1,000 800 600 400 200 >=2018

DEBT MATURITY PROFILE EXTENDED IN FEBRUARY

Investor Update Call 2012 / April 30, 2012 2 9

Decem ber 3 1 , 2 0 1 1

EUR m  Extension of debt maturity profile: Issue of EUR 400m bond maturing 2018 in February 2012 combined with buyback of EUR 244m of Bond 2014 in 2011/2012 via OMR and public tender  Maturing debt until end of 2013 amounting to EUR 0.5bn easily covered by EUR 0.9bn unused committed revolving bank facilities avaiable beyond 2014

Committed facilities used Liabilities against shareholders Bonds, CP and other securities Other financial liabilities

March 3 1 , 2 0 1 2

EUR m 1,200 1,000 800 600 400 200 >=2018 2017 2016 2015 2014 2013 2012

Other financial liabilities Bonds, CP and other securities Liabilities against shareholders Committed facilities used

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SLIDE 30

CREDIT FACILITIES PROLONGED

Investor Update Call 2012 / April 30, 2012 3 0

Septem ber 3 0 , 2 0 1 1

 Haniel in excellent liquidity position with EUR 1.6bn unused committed credit facilities  Successful annual roll-over of majority of bank facilities  Long-term bank facilities do not contain any financial covenants, MAC or rating-related events-of-default 200 800 600 400 >=2017 2016 2015 2014 2013 2011 2012 1,000

Committed facilities used Committed facilities unused

EUR m

March 3 1 , 2 0 1 2

400 200 >=2017 2016 2015 2014 2013 2011 800 600 1,000 2012

Committed facilities used Committed facilities unused

EUR m

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SLIDE 31

RATING

Investor Update Call 2012 / April 30, 2012 3 1

Current Rating Target mid-term Key Takeaways Rating Reports  Strong asset and financial liquidity  High Market Value Gearing due to market deterioration  According to S&P recovery report Loss Given Default for senior creditors effectively 0%  Solid investment grade rating (BBB stable outlook)  Debt reduction on holding level is high on management agenda  Continued moderate dividend payment to Haniel family  S&P: BB+ (stable outlook)  Moody‘s: Ba1 (negative outlook) Although rating is currently under high pressure, management & shareholders committed to return to stable investment grade rating in the mid-term

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SLIDE 32

LONG-TERM HANI EL STRATEGY HANI EL I NVESTMENT PORTFOLI O FRANZ HANI EL SUBGROUP SUMMARY

Investor Update Call 2012 / April 30, 2012 3 2

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SLIDE 33

Excellent liquidity position Adequate cash generation Haniel has demonstrated its willigness to sell assets if required Haniel remains committed to a net debt reduction and will only invest once free capital has been generated High quality assets with strong and leading market positions Robust business models in economic cycle All corporate divisions highly cash generating Robust operating performance Strategic initiatives show first positive effects and will have sustainable future profit impact Current market values do not reflect fundamental values of corporate divisions

KEY CONSIDERATIONS FOR CREDIT QUALITY

Investor Update Call 2012 / April 30, 2012 3 3

1 2 3 4 1 2 3 4 5 6

Franz Haniel Subgroup Haniel Investment Portfolio

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SLIDE 34

Investor Update Call 2012 / April 30, 2012 3 4

Thank you for your attention

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DIALOGUE WITH CREDITORS CHARACTERISED BY OPENNESS AND TRUST

Investor Update Call 2012 / April 30, 2012 3 5

Principles  Long-term partnership  Openness and trust  All participants on the capital market treated equally  Haniel feels obliged to the principle of the „honourable merchant“ Measures  Year and Half Year Financial Statements on holding level (Franz Haniel Subgroup)  Creditor Relations Section on Homepage

 Quarterly maturity profiles  Market Value Gearing on half year basis  Yearly cash flows at holding level  Financial calendar  Presentations

 Investor Update Call after annual press conference  Mailing list to inform investors promptly about important developments

  • n holding level

 Open one-on-one dialogue with creditors

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SLIDE 36

HANIEL GROUP WEBSITES

Investor Update Call 2012 / April 30, 2012 3 6

www.haniel.com www.cws-boco.com www.elghaniel.com www.takkt.com www.celesio.com www.metrogroup.de