Report of the Supervisory Board

Dear Sir or Madam,

The family-equity company Haniel made important decisions about its portfolio this year. Above all, we note the acquisition of Bekaert Textiles – the globally leading specialist for the development and manufacturing of woven and knitted mattress textiles. In addition, we strengthened the market position of our TAKKT division in the course of the year by acquiring a US-based direct marketing specialist and a UK-based online retailer. The reduction of our interest in Metro investment to 25 per cent represented a further key step in improving the balance of Haniel’s portfolio. The Supervisory Board took these decisions at four regular and three extraordinary meetings. This laid the foundations for the continued success of the Company and its ability to pay a dividend.

New Supervisory Board member
On 25 April 2015, Prof. Henning Kagermann left the Supervisory Board. As the first shareholder representative on the Supervisory Board from outside the family, his experience and expertise were invaluable to the work of the Supervisory Board. We would like to thank him for his faithful collaboration. On 25 April, Thomas Geitner was elected to succeed him on the Supervisory Board. Most recently, he had been a member of the Management Board at Henkel, where he was responsible for the adhesives segment.

Supervisory Board supports Haniel’s digital transformation
As in years past, the cooperation between the Supervisory Board and the Management Board was characterised by an atmosphere of great openness and mutual trust. The Management Board informed us regularly about the status of the Haniel Holding Company and the Group as a whole – also with regard to important individual events. This was also true when it came to issues surrounding the Company’s digital transformation. The Management Board and Supervisory Board conferred on this matter and discussed the opportunities and challenges posed by the new digital technologies. The Supervisory Board granted its support to the plan to create an independent business unit in 2016 to devote itself to the digital transformation.

In accordance with my duty as Chairman of the Supervisory Board of Franz Haniel & Cie. GmbH, beyond the normal meetings, I have also been in regular contact with the Chairman of the Management Board primarily, but also with the CFO. We discussed important business and strategic issues affecting the Group. The Supervisory Board continually and carefully monitored the group of companies’ management and business development based on regular written and oral reports of the Management Board. We examined in depth all the decisions requiring our consent and passed the necessary resolutions.

The Audit Committee held four meetings in the 2015 reporting period. It monitored the accounting process and the effectiveness of the internal control system, the risk management system, the Internal Auditing office, and the compliance management system. Moreover, the committee examined and confirmed the independence of the auditor of the financial statements, and resolved, in its meeting on 18 March 2015, to recommend to the Shareholders’ Meeting to re-appoint the previous auditor.

Annual separate and consolidated financial statements approved
PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Essen, audited the annual financial statements of Franz Haniel & Cie. GmbH and the report of the Management Board for the 2015 financial year. The auditors confirmed that the annual financial statements and report of the Management Board comply with legal provisions and the Company’s articles of association. The auditors issued an unqualified auditors’ report on the annual financial statements and the report of the Management Board. The auditors also issued an unqualified auditors’ report on the consolidated financial statements and the Group report of the Management Board. The auditors participated in the Supervisory Board’s meeting on the financial statements and in all meetings of the Audit Committee. Furthermore, the Supervisory Board again engaged the auditors to assess the Haniel Group’s early risk identification system. This voluntary examination was conducted in accordance with section 317 (4) of the German Commercial Code (Handelsgesetzbuch, “HGB”). The auditors verified the suitability of the system to detect early any risks endangering the going concern assumption.

The Management Board submitted the consolidated financial statements, the Group report of the Management Board and the Group auditors’ report for 2015 to the Supervisory Board for its examination. Following an in-depth examination, the Supervisory Board approved the consolidated financial statements and the Group report of the Management Board. The Supervisory Board also approved the annual financial statements of Franz Haniel & Cie. GmbH and the Management Board’s profit appropriation proposal. The annual financial statements are thereby adopted and the consolidated financial statements approved.

Gratitude for a job well done
We wish to thank the Management Board and employees for their commitment and hard work over this past year. The Supervisory Board looks forward to accompanying them further along the strategic path towards the long-term success of the Company. We will continue to advise, monitor and support the Management Board in the year to come.

Duisburg, 8 April 2016

Franz M. Haniel
Chairman of the Supervisory Board