Annual report 2004 part 2 by Sioen Industries

01 SIOEN INDUSTRIES I ANNUAL REPORT 2004

3 4/5 6 7 8/9 10/11 12/13 14/15 16 17 18 19/26 27/32 33/38 39/55 57 58 59 60/61 62/63

Sioen Industries, always and everywhere Key figures Profile of Sioen Industries Key figures by division Mission and strategy Important events & Prospects Letter to the shareholders Report of the Board of Directors Vertical integration Sioen worldwide Group structure Coating Division Apparel Division Processing Division Corporate Governance Staff Environmental policy Quality R&D Share information

64/65 97 98/99

Financial review Financial calendar Addresses

On, May 10, 2005, the Banking, Finance, and Insurance Commission authorized Sioen NV to use the present Annual Report as a reference document each time it publicly offers securities pursuant to the law of April 22, 2003 relating to public offerings of securities, by means of the procedure of dissociated information, and this until publication of its next Annual Report. In the context of this procedure, a transaction note needs to be attached to the Annual Report. The Annual Report, together with the transaction note, constitute the issue prospectus in the senseof Chapter IV of the law of April 22, 2003. In accordance with Article 14 of the law of April 22, 2003, this prospectus must be submitted to the Banking, Finance, and Insurance Commission. Only the Dutch version of the annual report has evidential value. This version can be obtained on simple request from Sioen Industriesâ&#x20AC;&#x2122; head office.

Sioen industries always and everywhere Transport Truck tarpaulins and curtains, mud flaps, inflatable containers, railway wagon tarpaulins, protective and industrial clothing for railway, bus, transport and airline companies

Tents Camping tents, party tents, awnings, canopies, halls, semi-permanent buildings, kadors

Sports Gym mats, buffers, partition walls in sports centres, children’s playing mats, clothing for hunters, golfers and fishermen, motorcyclist’s clothing, safety nets, reflective clothing for joggers, cyclists and other outdoor sportsmen, pool covers and pool reinforcement nets, camouflage clothing for hunters, surfer’s, ski and skater’s clothing

Automobile Airbags, dashboards, sun shades, door panels, gearlever covers, floor mats, seats, filters, trunk curtains

Agriculture, horticulture, forestry and food industry Windbreak nets, drainage, protective clothing, damming film, filters, pond foil, ultra-low temperature clothing, hygienic protective clothing

Chemistry and petrochemistry Specific protective clothing, oil dams, filters

Medical protective clothing, air filters, mattress covers, pillow-cases

Navigation, fishing industry and water sports Flotation suits, life jackets, protective aquatic clothing, inflatable boats, boat tarpaulins, yacht canvas, ship tarpaulins

Air and water treatment Filters, air conditioning and mine shaft air ducts

Public institutions Clothing, firemen’s clothing, clothing for police and army, railways, airlines and post offices, tents and truck tarpaulins

Publicity and promotion Indoor and outdoor publicity banners, promotional clothing

Construction and road works Reinforcement for gyproc plates, insulation, road fortification, rubble nets for scaffoldings, high visibility protective clothing, silos, storage tents, sun screens, sewage, filters

Interior decoration Yarns and pigments for carpets, wall coverings, insulation, ceilings, etc.

Corporate identity wear Clothing for courier services, electricity companies, petrol stations, breweries, telecom companies, airlines, etc.

Key figures 1993/2004 (in millions of EUR) 20%

40 35

16%

30 25

12%

20 8%

15 10

4% 5 ‘93

‘94

‘95

Group profit

‘96

‘97

Consolidated cash flow

‘98

‘99

‘00

EBIT

‘01

‘02

EBIT/Turnover

‘03

‘04

Cash flow/Turnover

300 65%

250 200

60%

150

55%

100 50% 50 45% ‘93 Added value

‘94

‘95

‘96

‘97

Gross margin

‘98

‘99

Turnover

‘01

‘02

‘03

‘04

Gross margin %

Development of employment 1993/2004

Investments in 1993/2004 (in millions of EUR) 35

‘00

5.000 4.500

4.000

3.638

3.000

2.000

15 10

1.000 862

5 0 ‘93 ‘94 ‘95 ‘96 ‘97 ‘98 ‘99 ‘00 ‘01 ‘02 ‘03 ‘04

'93 '94 '95 '96 '97 '98 '99 '00 '01 '02 '03 '04 Total

Financing of assets 1993/2004 (in %)

Workers

Salaried employee & Management

Stock price (to 31 December 2004) (in EUR)

100%

80%

60%

30 20

40%

20% ‘93 ‘94 ‘95 ‘96 ‘97 ‘98 ‘99 ‘00 ‘01 ‘02 ‘03 ‘04 ST liabilities

Provisions

LT liabilities

Capital & reserves/minority interests

6 8 9 0 4 2 3 7 1 ’9 ’9 ’9 ’9 ’0 ’0 ’0 ’0 ’0 2222222221 1 1 1 1 1 1 1 1 31 31 31 31 31 31 31 31 31 Sioen

Euro stoxx 50

CONSOLIDATED KEY FIGURES (in millions) Turnover Operating profit Financial result Profit on ordinary activities before taxation Profit on ordinary activities after taxation EBIT (9) EBITDA (10) Net profit (group’s share)

2004 EUR 311,6 29,8 (10,8) 19,0 13,8 26,7 49,8 11,6

2003 EUR 272,8 27,2 (11,0) 16,2 8,9 24,4 52,8 8,6

2002 EUR 237,7 24,6 (8,7) 15,9 11,0 23,1 42,8 10,0

2001 EUR 226,0 33,8 (6,7) 27,1 17,3 32,4 50,9 16,9

2000 EUR 192,4 32,6 (3,0) 29,6 19,0 31,5 45,0 18,8

1999 EUR 161,1 28,4 (1,3) 27,1 17,6 27,3 37,8 18,6

1998 EUR 141,2 19,6 (1,7) 17,9 12,3 19,0 27,1 12,2

1997 EUR 107,9 15,0 (1,2) 13,8 9,1 14,5 19,6 9,0

1996 EUR 85,1 9,7 (1,1) 8,6 6,8 9,2 13,2 6,5

1995 EUR 66,8 7,7 (1,9) 5,8 4,5 7,2 10,3 4,3

1994 EUR 48,4 4,8 (2,0) 2,7 2,2

Capital and reserves Minority interests Permanent capital (2) Long-term financial debt Net financial debt (3) Balance sheet total

129,2 0,0 205,4 68,6 117,6 331,8

123,5 2,3 224,4 89,0 148,1 346,9

125,3 2,0 231,5 95,1 134,6 331,8

123,9 1,5 220,4 83,4 118,4 310,3

112,0 1,3 191,2 66,2 91,6 262,9

97,5 1,1 166,7 57,3 71,1 227,6

79,8 0,8 132,7 42,5 56,7 185,3

33,6 0,6 75,1 35,8 44,7 112,6

25,1 0,4 59,3 30,3 40,6 89,5

18,6 0,4 35,8 14,0 31,1 70,1

14,7 0,3 26,2 8,7 22,2 51,9

Working capital (4)

88,3

108,9

118,5

117,3

101,4

81,4

73,6

43,6

40,7

31,7

20,9

Cash flow (5) Net investment in tangible fixed assets (11) Fixed assets Depreciation & amortization Personnel costs Number of employees (in units) Ratios Liquidity (current assets/short-term debt) Solvency (capital and reserves/balance sheet total) Net financial debt/capital and reserves Return on equity (6) ROCE (7) Net profit margin (8) Cash flow/turnover

36,0 7,1 167,1 23,2 59,0 4.500

37,3 11,9 175,8 22,1 54,5 4.689

30,2 30,6 153,1 19,8 47,0 4.271

35,8 27,1 138,9 18,6 42,8 3.924

32,5 27,4 115,7 14,1 34,5 3.420

29,5 28,3 99,5 11,6 30,9 2.857

20,7 22,4 73,6 7,1 24,1 2.555

14,2 15,6 40,7 4,7 17,3 1.552

10,8 10,9 29,1 3,2 13,0 1.231

7,6 4,5 21,9 2,8 10,3 930

4,9 0,7 19,0 2,5 7,5 725

1,30 38,9% 0,91 9,4% 10,5% 4,0% 11,6%

1,40 35,6% 1,20 6,9% 10,0% 3,3% 13,7%

1,78 37,7% 1,07 8,1% 9,6% 4,4% 12,7%

1,91 39,9% 0,96 15,1% 15,6% 7,6% 15,8%

2,05 42,6% 0,82 19,3% 18,1% 9,9% 16,9%

2,11 42,8% 0,73 23,4% 19,3% 11,8% 18,3%

2,12 43,1% 0,71 36,3% 23,3% 8,9% 14,6%

1,92 29,8% 1,33 35,7% 21,5% 8,5% 13,2%

2,00 28,1% 1,62 34,8% 18,3% 7,9% 12,7%

1,40 26,5% 1,68 29,1% 19,4% 6,8% 11,4%

1,28 28,4% 1,51 15,7% 13,5% 4,4% 10,1%

1995 EUR 0,38 0,21 0,21 0,38 0,93 -

1994 EUR 0,24 0,10 0,10 0,24 0,74 -

19.965 -

2,0

(2) Capital and reserves + minority interests + provisions for liabilities and charges + amounts payable after one year. (3) Financial debt – cash deposits and cash at bank and in hand (4) Financial fixed assets + current assets (minus cash deposits and cash at bank and in hand) – non financial debt up one year – accrued charges and deferred income. (5) Consolidated net profit + depreciation & amortization + provisions for liabilities and charges + write-downs (6) Profit for the year (group’s share) /capital and reserves at end of previous financial year. (7) Operating profit/ ((capital and reserves + minority interests + provisions for liabilities and charges + net financial debt) at the start of the period). (8) Net profit /turnover for the financial year. (9) Earnings Before Interest and Taxes = Operating profit – Amortization of consolidation differences (goodwill) (10) Earnings Before Interest, Taxes, Depreciation and Amortisation = Operating profit + depreciation & amortization + provisions for liabilities and provisions + write-downs . (11) Purchases of tangible fixed assets - transfers and decommissionings and booking out of related depreciation

Consolidated key figures per share (2) Operating profit Profit on ordinary activities after taxation Net profit (group’s share) Cash flow Consolidated capital and reserves Gross dividend Net dividend Pay-out (%) Maximum share price Minimum share price Price at Dec. 31. (3) Change in share price (5) Price/Earnings ratio (6) Price/Cash flow ratio (7) Average daily trading volume (no. of shares) (4) Average monthly trading volume (no. of shares) (4) Annual trading volume (in EUR millions ) Number of Sioen Industries shares outstanding (in thousands) (2) Stock market capitalisation (in EUR millions) (5)

2004 EUR 1,39 0,65 0,54 1,68 6,04 0,22 0,16 40,7% 10,70 8,24 10,29 35% 19,1 6,1 6.550 137.559 16,2 21.391 220,1

2003 EUR 1,27 0,42 0,40 1,74 5,77 0,20 0,15 49,8% 9,16 4,70 8,24 8% 20,5 4,7 4.406 92.895 8,3 21.391 176,3

2002 EUR 1,15 0,52 0,47 1,41 5,86 0,17 0,13 35,9% 14,95 6,00 7,65 -33% 16,4 5,4 5.310 112.837 10,4 21.391 163,6

2001 EUR 1,58 1,27 0,79 1,67 5,79 0,16 0,12 20,2% 23,51 10,1 11,50 (45%) 14,5 6,9 5.104 107.194 20,7 21.391 246,0

2000 EUR 1,52 0,89 0,88 1,52 5,24 0,14 0,11 15,8% 33,65 18,4 20,90 (36,7%) 23,8 13,8 9.548 199.710 63,7 21.391 447,1

(2) Recalculated after the 1 to 55 share split by 55 on 13/09/96 and the 1 to 10 split on 05/11/98. (3) On March 31, 2005 the price of the Sioen Industries share was EUR 9.65 per share. (4) 1996 data are strongly influenced by the high volumes just after the stock market flotation of 18 October 1996. (5) Price at end-December. (6) Share price/net profit (group share) per share (7) Share price/cash flow per share

1999 EUR 1,33 0,82 0,87 1,38 4,56 0,12 0,09 14,2% 47,5 28,5 33,00 (14%) 37,9 23,9 13.216 277.530 122,5 21.391 705,9

1998 EUR 0,92 0,58 0,57 0,97 3,73 0,09 0,07 15,7% 43,13 9,92 38,18 283% 67,0 39,4 26.671 557.863 162,6 21.391 816,6

1997 EUR 0,75 0,43 0,45 0,71 1,68 0,07 0,05 15,5% 10,68 3,92 9,97 154% 22,1 14,0 20.950 434.762 33,9 19.965 199,0

1996 EUR 0,48 0,32 0,32 0,54 1,26 0,05 0,04 14,5% 4,02 3,84 3,92 13% 12,1 7,3 43.410 855.860 8,2 19.965 78,2

Profile of Sioen Industries Expertise and experience: 45 years of Sioen In 1960, now 45 years ago, Mr Jean-Jacques Sioen started the first coating line in Beveren (Belgium). It was a line with two workers, but it marked the beginning of Sioen Industries as we know it today - a solid listed company with some 35 sales and production sites, 4,500 employees and turnover of EUR 311.6 million. Since then, Sioen Industries has become the global market leader in coated technical textiles, European market leader in industrial protective clothing, a niche specialist in fine chemicals, and processes technical textiles into semi-finished products and technical final products.

Three divisions under one roof The Coating division is the global market leader in the integrated coating of technical textiles and controls the entire production process from the extrusion of yarn (spinning), through the weaving of technical cloth and production of pigment pastes and granules to coating with various materials. This vertical integration is an undeniable competitive advantage. The Apparel division is the market leader in the design and production of high-value protective clothing for both industrial and recreational applications. Quality and flexibility characterize Sioen’s reputation in this field. The Processing division is responsible for processing coated fabrics and PVC films. The division includes all of the group’s heavy confection activities: pond foil, kadors, airbags, side curtains and tarpaulins, filters, sliding gates, etc. Sioen is also one of the largest global players in these activities. Activities were partially reorganized in 2004 with the integration of the production of pigment pastes and granules into the coating division. Vertical integration in this division is now complete.

A global player operating worldwide Sioen Industries has facilities in 15 different countries, sells in 68 countries and has 19 nationalities among its staff.

Spreading risk through diversification The products that Sioen Industries brings onto the market are varied but have technical complexity as their common denominator. Our company slogan is: ‘Protection through innovation’. We protect people and property with high-tech protective clothing for all industrial sectors and with technical textiles for truck tarpaulins and curtains, airbags, swimming pool covers, tents and structures, windbreak nets, water tanks, oil dams, road reinforcements, etc.

Permanent research and development Sioen Industries is an innovative company in terms both of production techniques and of applications and markets. With input from a high-performing sales and marketing team and development work by a quality R&D team, we are constantly identifying new applications. A good R&D policy is essential for a knowledgeintensive company such as Sioen Industries. We are acutely aware that innovation is possible only with new know-how acquired through a systematic search for solutions to practical problems. This combination of business ideas and research leads to completely new or improved products and production processes. This work is carried out by Sioen Industries’ own research and development staff, either alone or in cooperation with other companies, research institutions and universities.

Financial strength Sioen Industries has an excellent financial base. Turnover has risen by 93% in the past 5 years to EUR 311.60 million in 2004. In the same period capital and reserves have increased from EUR 97.5 million to EUR 129.2 million and operating cash flow (EBITDA) from EUR 37.8 to EUR 49.8 million (+ 32%).

Key figures per division Turnover by geographical markets. Coating division 01 Benelux

02 03 04 05 06 07 08 09 10 11 12 13

France Germany UK Spain Scandinavia Switzerland Eastern bloc countries Austria Ireland USA Italy Other

Apparel division

18,4% 20,4% 12,3% 6,1% 4,9% 4,1% 1,7% 12,0% 1,5% 0,5% 0,6% 7,7% 9,9%

12 11 10 9 8

2 7 6 5

Processing division

23,3% 31,6% 7,8% 16,2% 0,7% 1,7% 2,8% 0,5% 2,1% 4,0% 4,6% 0,7% 4,0%

10 9 8 7 6 5

20,2% 12,1% 47,3% 8,7% 0,4% 0,9% 0,1% 2,6% 0,4% 0,1% 3,7% 1,3% 2,3%

12 13 1

8 56

1213 9 11

Turnover 1993-2004 (in millions of euros) After eliminating intra-divisional sales Coating division

Apparel division

75,8

172 134 139,7

71,9 71,5

Processing division

71,4

68,2

151,6

119,1

44,8

49,6

48,6

100,4 86,9

31,4

70,4 43,7

54,9

30,1

21,1

24,6

16 1,1

‘93 ‘94 ‘95 ‘96 ‘97 ‘98 ‘99 ‘00 ‘01 ‘02 ‘03 ‘04

Key figures

‘93 ‘94 ‘95 ‘96 ‘97 ‘98 ‘99 ‘00 ‘01 ‘02 ‘03 ‘04

2004 2003 EUR EUR

2002 EUR

2001 2000 EUR EUR

1,3

5,7

6,1

9,4

11,3

16,2

‘93 ‘94 ‘95 ‘96 ‘97 ‘98 ‘99 ‘00 ‘01 ‘02 ‘03 ‘04

1999 EUR

1998 EUR

1997 EUR

1996 EUR

1995 1994 EUR EUR

172,0 151,6 139,7 134,0 119,1 100,4 5,5 10,0 25,3 21,8 21,2 20,2 764 749 637 621 625 461

86,9 17,6 387

70,4 12,4 226

54,9 10,2 172

43,7

30,1

121

68,2 71,5 71,9 75,8 62,0 48,6 44,8 31,4 0,9 1,2 3,5 5,3 3,8 4,8 2,3 1,5 2.921 3.186 3.207 3.151 2.659 2.271 2.062 1.234

24,6 0,7 992

21,1

17,0

777

598

5,7 0,1 51

2,0

1,3

Coating division *

Third party turnover (in millions) Investments Employees on 31/12 Apparel division

Third party turnover (in millions) Investments Employees on 31/12 Processing division

Third party turnover (in millions) Investments Employees on 31/12 * Coating division including EMB & Inducolor for all years.

71,4 0,2 766

49,6 0,3 717

26,0 1,7 143

16,2 0,0 120

11,3 1,8 104

12,0 3,1 93

9,4 1,7 84

6,1 1,4 72

Mission and Strategy Mission Sioen Industries: protection through innovation. We have a strong profile in the production, development and sales of coated technical textiles, protective clothing and fine chemicals. Quality and flexibility go hand in hand with costeffectiveness and added value.

Strategy Sioen Industriesâ&#x20AC;&#x2122; long-term strategy is one of vertical integration with a focus on sustainable growth, quality, innovation and profitability. In our case, vertical integration means having the complete production process from raw material to the finished product in our own hands: we spin, weave, coat, make pigments and cut and process technical textiles.

Diversification and market penetration Market sectors: Sioen Industries is loyal to its policy of vertical and horizontal integration through the development of new products and the acquisition of complementary companies. Geographical spread: Sioen Industries explores new markets and develops existing ones.

Innovation: development and investment Sioen Industries wishes to maintain and develop its technical lead in all the sectors in which it operates. The development and research team is continuously reinforced and supported with people, materials, buildings and test lines. Processes at existing plants are constantly evaluated and adapted to the latest technological developments. Sioen Industries invests in new sites and in modernising existing ones.

People and the environment Sioen Industries creates a stimulating working environment with career opportunities and space for entrepreneurship and creativity. Sioen Industries has an active environmental policy and invests in recycling and energy recovery technology.

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Important events & prospects Important events in 2004 At the end of 2004 Sioen acquired the 25% minority interests in Coatex, Saint Frères Confection and Bacam. The acquisition price was EUR 5.8 million, of which EUR 2.9 million has been recognized under consolidation differences. The minority interest in the 2004 net profit is EUR 0.8 million.

Prospects In a more general context we can state that the focus for 2005 lies on further improving the group’s profitability. Each company that has difficulties in achieving the internally defined profitability criteria will be examined in detail, and appropriate action will be taken.

Significant events after the balance sheet date Following a strategy change at the Mercator Verzekeringen insurance group, it was agreed by mutual consultation on February 21, 2005 to terminate the shareholders agreement between Mercator Verzekeringen and Sihold n.v.. At that date, Mercator Verzekeringen held 2.8% of Sioen Industries n.v..

At the same time we can assume that the revival in the truck sector will be reflected in direct coating (Coating division) and the associated production of truck and train tarpaulins (Processing division). R&D is of central importance in both divisions: Sioen has developed a zip system for advertising on truck side curtains (Publicity banners are zipped onto truck side curtains. In this way the advertising message can be changed quickly without having to replace the entire curtain), improved the siosteel concept (anti-vandalism cloth for trucks) and patented a high-tech antiradar net. These and many other developments will reinforce Sioen’s market leadership even further.

MJS Consulting bvba, whose permanent representative is Michele Sioen, was appointed as Managing Director of Sioen Industries n.v. on March 22, 2005.

In the Apparel division, the group intends to continue to focus on high-quality technical products. ‘Protection through innovation’ in the Apparel division means further development of niche markets with high added value where technical complexity is important, i.e. intelligent clothing, bullet and knife-proof vests, etc. It has also been decided to exploit this know-how in nonindustrial markets. Sioen recently competed successfully for an order for the French army on this basis.

Letter to the shareholders Dear Shareholder,

We are pleased to present the 2004 annual report for your attention. Turnover rose by 14.23% to EUR 311.6 million. This strong and largely internally generated (8.65%) growth is the result of the investments made by the group in recent years. EBITDA and cash flow were EUR 49.8 million (16% of turnover) and EUR 36.0 million (11.6% of turnover) respectively. Net profit after taxation was EUR 12.4 million, up no less than 38% compared with last year.

Focus During the past 2 years Sioen Industries has focused on improving the company’s creditworthiness. Balance sheet control has been an absolute priority and in 2004 the results of these efforts can be described as more than satisfactory. Over two years, working capital has fallen from around 50% of turnover to under 30%. The net financial debt position has been pushed down from EUR 148 million to EUR 118 million and ‘capital employed’(1) has reduced to 83 eurocent per euro of turnover. The goals of two years ago have thus been convincingly reached. Entrepreneurship means constantly setting goals and realising these. In the coming years we wish to put the focus on ‘profitability’. This is fully in line with the group’s strategy (see page 8), where the challenge is again to continue achieving higher turnover with an improved ROCE. (1) working capital + fixed assets

Customer relations and markets Sioen Industries was very successful in developing customer relations and growing turnover in 2004. The internal growth in turnover in 2004 is the result of partnerships with existing customers (that is, close cooperation between Sioen and the customer-partner in planning, logistics, sales efforts, IT, promotion and communication), active prospecting and acquisition of new customers. The group will certainly continue to pursue the same course in coming years. A more intensive effort will also be made to win tenders. In 2004 the Apparel division gained an important contract to supply protective clothing for the French army (total revenues over 5 years: EUR 42 million). Sioen has a strong presence in the traditional West European markets where market penetration is high. It nonetheless plans further growth in these markets through product developments. Turnover in Eastern Europe has risen spectacularly in recent years due to intensive sales and marketing efforts. We will continue to grow here in the coming years with our existing and new products. The US will also gain in importance in the next few years with the establishment of an additional sales office there (beginning of 2005). Sioen also continues to profile itself as a quality supplier of technical textiles in Asia.

Portfolio Product diversification has always been on the agenda at Sioen. You can read the sectors in which Sioen operates on page 3 of this annual report. The new products the group has developed are the result of intensive R&D. The research and development team works in close consultation with customers, sales staff, marketing specialists, production managers, buyers, universities and external research centres to achieve new ‘ready for market’ products. Sioen’s success stories in 2004 included the development of a new type of trunk curtain for cars, an updated version of Siosteel (an anti-vandalism side curtain for trucks), bullet and knife-proof vests, a unique breathing flotation suit, coated airbags and a patented anti-radar net. Product development is a permanent process, where the group’s vertical integration is an important advantage.

Production process The group’s production system plays an important role in the operating result. Optimisation, speed, planning and efficiency are the keys to success in a production-driven company such as Sioen. The course has been set to achieve an even better performance in existing production plants than in 2004. A well-thought out investment policy will lead to even greater cost analysis and control.

New Managing Director The new corporate governance charter which comes into force after the May 2005 general shareholders’ general meeting, provides among other things for a separation of the functions of chairman and CEO. As a result, I and my wife Jacqueline SioenZoete have resigned as Managing Director of Sioen Industries and MJS-Consulting bvba, whose permanent representative is Michèle Sioen, has been appointed as Managing Director. The 2004 results and the long-term strategy that we are implementing undoubtedly herald an attractive future. Sioen Industries will continue to respect the fundamental values that we have already promoted for 45 years. It is clear that we are unable to achieve our goals, the pursuit of long-term profitability and the creation of value for our shareholders without the contribution of over 4,500 employees worldwide.

J.J. Sioen Chairman Managing Director

J.N. Sioen-Zoete Managing Director

Redefinition of the divisions Sioen Industries comprises 3 divisions (coating, apparel and processing) and an umbrella group structure (IT, finance, HR, legal department and marketing). IFRS has provided the impetus for a logical restructuring of activities within the Sioen group. Apart from a few shifts, the three divisions remain unchanged, each with its own core activities. The Coating division encompasses all activities leading to the production of coated technical textile (see pages 19-25): spinning, weaving, dyeing (pigment pastes, granules and varnishes) and coating. The Apparel division includes the production and sale of protective clothing. Finally, the Processing division includes all heavy confection activities. This latter division becomes the ‘Industrial applications’ division as from 2005.

Report of the Board of Directors Dear Shareholder, The Board of Directors is pleased to report to you on the activities of the Sioen Industries group and to submit the annual accounts for the year ended on December 31, 2004 to the general meeting of shareholders for approval. In 2004 the Sioen Industries group achieved a turnover of 311.6m compared with EUR 272.8m in 2003. Of this 14.23% growth, 8.65% or EUR 23.6m was internally generated, the remaining 5.58% or EUR 15.2m is external growth. The coating division increased turnover to 172m, up 13% on last year’s (restated) figures. This figure includes the turnover generated by EMB, which is included this year in the coating division as part of the integrated chain, whereas last year it was still part of the processing division. (EMB or European Master Batch is a Sioen Industries subsidiary specialised in the production of pigment pastes and granulates.) With one exception, the coating division posted good growth in all product lines, especially “truck” and “textile architecture”, which grew 22% and 34% respectively. The coating division features a high level of vertical integration, enabling it to achieve greater added value on its products. Activities are not limited to coating but also include the spinning and weaving of fabric. The coating division now has five coating techniques, each for specific technical applications. Turnover in the apparel division was 68.2m as against 71.5m in 2003. This downward movement can be explained by the continuing commercial pressure on high-volume, low-technicity markets. Sioen is focusing on high-technicity products and applications such as bullet- and knifeproof vests, flotation suits, firefighting suits, protective clothing for the petrochemical sector, clothing for forest workers, ... The processing division maintained its strong momentum with turnover of EUR 71.4m in 2004 as against EUR 49.6m in 2003 (after EMB reclassification). This substantial growth of 44% was mainly achieved by Coatex, which specialises in cutting and processing technical textiles, by Nordifa, which produces filters and filter cloths, and by the Roltrans group where the recent restructuring is producing tangible results. Group results Gross margin of 51.7% as against 55% in 2003 was substantially influenced by the following parameters:

- To complete the product range and to secure our commercial position, “low end” products were imported from the Far East and placed on the market here at a competitive price. - Prices of the main raw materials spiralled to their highest levels for five years. - A fairly significant change in sales mix. Pennel and Roltrans, two companies operating in markets with traditionally lower gross margins, were included in the consolidation scope this year for 12 months. Also affecting gross margin was the evolution of Coatex from a services supplier to subcontractor status, where both base material and services are invoiced. The increase in costs of “services and other goods“ (+EUR 6m) and “personnel costs” (+EUR 4m) can be attributed to the variable character of these costs in relation to the turnover, and to the companies taken over in 2003 and which are now consolidated for a full year. Depreciation also rose slightly (+EUR 0.7m) in comparison with 2003 as a result of the above-mentioned enlargement of the consolidation scope. Write-downs on inventory and customer receivables amounted to EUR 0.98m as against EUR 3.4m in 2003(1). Last year a new and quite strict rating system was established. After some necessary catching up in 2003, the system is now running at cruising speed. Provisions for liabilities and charges included three provisions for pending disputes amounting to EUR 0.56m. Also under this heading, a provision(2) built up in previous years to cover a tax dispute was reversed following an out-of-court settlement (EUR 1.7m), with a positive impact of EUR 1m on operating profit. The cost of the settlement (EUR 1m) is recorded under the taxes heading. Other operating charges are mainly local taxes, which are not profit-related, such as the “taxe professionnelle” in France and property tax in Belgium. Operating profit, at EUR 29.8m, is up 9.44% on 2003. Operating cash flow (EBITDA) comes to EUR 49.8m or approximately 16% of turnover. This slight dip of 5,7% in comparison with 2003 can be fully ascribed to a changed competitive environment and the associated fall in gross margin % on turnover.

Net financial charges (excluding amortisation of consolidation goodwill) run to EUR 7.7m as against EUR 8.2m in 2003. This decrease is the logical consequence of a reduction of the group’s net debt position. Adequate provisions are set aside for all known risks. Under the group’s internal guidelines, foreign exchange risks are covered by forward contracts for the account of Sioen Industries n.v. The total nominal value of these contracts, which run for under one year, is EUR 6.89 million. The market value of forward contracts amounted as of December 31, 2004 to EUR -0.1 million and is fully recognized in the income statement. All forward contracts cover underlying transactions. In no event are derivatives used for speculative purposes. Under extraordinary charges are grouped a number of one-off provisions and costs totalling EUR 2.2m relating to the reorganisation programmes at the Roltrans group, which are now coming to an end. These include the payment of EUR 1.5m of redundancy compensation and a further provision of EUR 0.7m. Profit before tax for the past year amounts to EUR 16.8m as against EUR 16.3m in 2003, or a rise of approximately 3%. Income taxes in 2004 amount to approximately EUR 4.4m as against EUR 7.4m in 2003. This decrease is due principally to the offsetting of deferred tax claims on the transferred tax losses of the Roltrans group (EUR 3.2m). This deferred tax claim implies that, with the offsetting of fiscally transferable losses from the past, no tax will be payable on future taxable profits of the Roltrans group. The Roltrans group’s present and future operating profits justify the recognition of this tax asset. For 2004 the Roltrans group can already present a positive operating result, and is expected to make a substantial contribution to group profit in 2005. The net profit after tax amounts to EUR 12.4m as against EUR 8.9m in 2003, or a rise of 38%. Balance sheet All the internal objectives set by the Board of Directors in terms of balance sheet structure were achieved. Working capital was pared back to 30.1% of turnover from 40% in 2003, and approximately 50% two years ago. Coupled with this, “capital employed”(3) was brought down to EUR 260m (2003: EUR 283.6m), or 0.83 eurocent per euro of turnover. The net financial debt position was also significantly improved, and now stands at EUR 118m as against EUR 148m in 2003. After implementing and validating the necessary assumptions, future prospects and analyses, the Board of Directors is of the opinion that no permanent reductions in value need to be applied to the consolidated annual accounts. All new investment opportunities are systematically evaluated and their impact on the balance sheet structure simulated in order to maintain a healthy balance sheet structure; and with an eye to future growth. IFRS In accordance with the European regulation adopted on 19 July 2002 (1606/2002), Euronext requires listed enterprises in the

“Next prime” and “Next Economy” segments to publish their consolidated results from 01/01/2005 onwards in accordance with International Financial Reporting Standards (IFRS). The interim report for the first quarter of 2005 will be the first financial report presented under the new IFRS rules. For this purpose the opening balance drawn up under Belgian accounting principles at 1 January 2004 has been restated to produce the IFRS opening balance at 1 January 2004. The effects of this restatement have already been audited and are explained in detail in the 2004 annual report. A reconciliation of the 2004 income statement drawn up according to Belgian accounting principles and the income statement for the same period drawn up according to IFRS will be given in the interim report for the first quarter of 2005. Dividend The Board of Directors will be proposing to the general shareholders’ meeting that the company distribute a gross dividend for 2004 of EUR 4.7m or EUR 0.22 per share, an increase of 10% on the previous year. Minority interests The 25% minority interest in the companies Coatex, Saint Frères Confection and Bacam were acquired by the group at the end of the financial year. The minority interest in the profit for the present financial year amounts to EUR 0.8m. Mercator bank en verzekeringen As a result of a strategy revision within the Mercator Bank en Verzekeringen insurance group it was mutually agreed on 21 February 2005 to end the shareholder agreement. The shareholder percentage on that date amounted to 2.8%. Future prospects In a more general context we can state that the focus for 2005 lies in further improving the profitability of the group. This means that any company which has difficulties in reaching the internally established profitability criteria will be subject to a thorough examination, after which appropriate measures will be taken. At the same time we can assume that the revival in the truck sector will be reflected in direct coating (coating division) and in related heavy-duty confection, namely the production of tarpaulins for trains and trucks (processing division). R&D is central to both divisions: Sioen patented a zip system for advertising on retractable truck curtains, improved the siosteel concept (a vandalproof cloth for trucks) and developed a hi-tech anti-radar net. These are but a few of the developments which will further reinforce Sioen’s market lead. In the apparel division, the group intends to concentrate further on high-value, technical products. ‘Protection through innovation’ means for the apparel division a further extension of the niche value-added markets - intelligent clothing, bullet- and knifeproof vests, etc. - in which technicity is important. It has also been decided to take advantage of this know-how in other than industrial markets. An example of this is the recently successful bid for an order for the French army. (1) Last year this item also included the reclassification of EUR 2.2 million from the gross margin to amounts written off inventory (2) 2003: kEUR 213; 2002: kEUR 180 (3) working capital + fixed assets

Vertical integration EXTRUSION YARN

WEAVING

PASTES AND GRANULES

DESIGN

PROCESSING

COATING

MANUFACTURE/PRODUCTION

DISTRIBUTION

CUSTOMER

ng ati Co

n isio Div

rel pa Ap

ing ess c o Pr

n isio v i D

Sioen worldwide 1 Sioen Coating Division - Sioen Apparel Division Siotec - Veranneman TT Sioen Coating Distribution - ARDOOIE 2 Coatex - POPERINGE 3 Sioen Fibres - distribution/spinning - Sioen Fabrics - weaving and coating - MOUSCRON 4 TIS - KERKSKEN 5 European Masterbatch/EMB - BORNEM 6 Sioen - Baleno® - ANTWERP 7 Sioen Nordifa - LIÈGE 8 Inducolor - MESLIN-L’EVÊQUE

9 Donegal Protective Clothing - DONEGAL 10 Mullion Manufacturing Ltd. - SCUNTHORPE 11 Saint Frères - Saint Frères Confection Bacam - FLIXECOURT 12 Roland International - TEGELEN 13 Roland Tilts UK - BRADFORD 14 Giesemann - Sioen GmbH - WERLTE 15 Sioen France - NARBONNE 16 SIP® protection - FOIX 17 Vidal protection - GRAULHET 18 Roltrans Group Polska - KONIN

19 20 21 22 23 24 25 26 27

Sioen Tunisie - CTS - Sioen Zaghouan - TUNIS Siofab - PORTUGAL P.T.Sungintex - BEKASI BARAT P.T.Sioen Indonesia - JAKARTA Sioen Shanghai - SHANGHAI Sioen - UK Pennel - ROUBAIX Roltrans Group America - TEXAS Roland Ukraine - RIVNE

21 22 6 1 2

24 9

10 13

12 11

17 16 20

18 27

ng ati Co

n isio Div

rel pa Ap

n isio Div

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Group structure(1) Coating Division 99% Sioen Coating n.v.(2) Direct Coating Belgium

Apparel Division 99% Sioen n.v. Apparel Belgium

100% Saint Frères s.a.s. Direct Coating France 96% Sioen GmbH Sales Office Germany 100% Sioen Coating Distribution n.v. Sales Office Belgium

100%

100% Sioen Fabrics s.a.(2) Weaving/Transfer Coating Belgium

95%

100% Sioen Fibres s.a. Spinning Belgium

95%

100% Sioen Shanghai(3) Sales Office China

100%

100% Siofab s.a. Transfer Coating Portugal 100% TIS n.v. Weaving/Direct Coating Belgium 99% Veranneman TT n.v. Weaving/Direct Coating Belgium 100% Pennel Automotive s.a.s. Calendering France 90% European Masterbatch n.v.(2) 10% (5) Production of Masterbatches Belgium 100% Inducolor s.a. Production pigments pastes Belgium

Processing Division

100%

100% Coatex n.v. Processing of coated fabrics and foils Belgium

99% Confection Tunisienne 100% Saint Frères Confection s.a.s. de Sécurité s.a. Apparel Tunisia Heavy Manufacture France 100% Donegal Protective 100% Sioen Nordifa s.a. Clothing Ltd. (4) Apparel Ireland Production of industrial filters Belgium Mullion Manufacturing Ltd. 100% Apparel UK Bacam s.a.s. Heavy manufacturing France 5% P.T. Sioen Indonesia 100% Roland International(7) Apparel Indonesia b.v. 5% P.T. Sungintex Apparel Indonesia Roltrans Group 100% America Inc Sioen Fibres s.a. Central distribution and dispatching centre - B Giesemann LKW 100% Planen GmbH 100% Sioen France s.a.s.(8) Sales Office France Roltrans Group 100% Polska sp.z.o.o. Sioen Tunisie s.a. Sales Office Tunisia JV Roland Ukraine llc 60%

100% Sioen UK Ltd. Sales Office UK

Roland Tilts UK ltd

100%

99% Sioen Zaghouan s.a. Apparel Tunisia Siotec b.v.b.a. CAD/CAM-services Belgium 95% Sioen USA Inc.(6) Sales Office USA

99% 1) The stated percentages have been rounded, situation on March 22, 2004. 2) Sioen Industries also has a 99.1% stake in Sirec SA, the group’s reinsurance company. Sioen Coating nv, Sioen Fabrics sa and EMB nv each hold 0.3%. 3) The official name is: Sioen Coated Fabrics Shanghai Trading Ltd. 4) The official name is: Gairmeidi Caomhnaithe Dhun na nGall Teoranta. 5) Via Sioen Coating nv. 6) 5% via P.T. Sungintex 7) Via Monal s.a. and Roltrans Group b.v. respectively. Activities taken over in March 2003 8) Merged with Vidal Protection s.a.s. and Sip Protection s.a.s. in December 2004 and January 2005 respectively.

COATING DIVISION

World market leader through vertical integration

Coating, a definition Sioen has specialized in coating (literally covering) textiles for 45 years. Described simply, coating is covering a carrier with a protective layer. Carriers treated with PVC, PU, silicon or another plastic acquire specific technical qualities, becoming waterproof, microporous, fireproof, anti-static, breathing, printable, etc. and offering protection against water, wind, cold and chemical products. There are 4 key terms in this description: • the coating layer or protective layer, consisting of polymers in liquid or solid form • the carrier or substrate, in the form of a woven or knitted fabric or non-woven item (such as needle felt) • the coating technology: this includes the entire process of applying the coating layer to the substrate • the technical textile or end result. Vertical integration Sioen takes responsibility for the entire production process, from the raw fabric and pigment pastes to coating and processing the technical textile. This provides the group with an undoubted competitive advantage. Capacity and flexibility, a highly automated production system, a permanent concern for quality, a strong spirit of innovation and a targeted research and development policy together characterize the Coating division. Vertical integration: the coating layer The coating layer can consist of PVC, polyurethane, silicon or other polymers. Sioen produces the pigment pastes and granules used to dye the coating layer itself in its EMB and Inducolor facilities, which were part of the Processing division up to 2004 but now belong fully to the Coating division. The pastes are mixed in fully automated paste preparation units and then brought to the coating line by robots. EMB and Inducolor produce masterbatches. These are pigment pastes and granules that are used as a raw material for dyeing all types of materials. EMB also produces special varnishes, compounds and all types of lacquers. In addition to a robust standard range both companies have a strong position in the production of tailored products. An individual approach at the level of development, sales and production is central to both companies.

COATING DIVISION

The Coating Division is the world leader in the integrated coating of synthetic fabrics and forms the first pillar of the Sioen Industries group.

Pigment pastes The pastes are used to dye various kinds of plastics (polyurethane, silicone, water and PVC coatings, paints, epoxies, etc.). Applications include technical and industrial textiles, PU foams, cars, floors, etc. Granules The EMB granules are used in injection moulding, sheet extrusion, film and fibres, and blow moulding. All kinds of technical polymers (PP, PE, PS, PET,ABS, etc.) are coloured with these granules. Finished products can be found in textiles (e.g. carpet fibres), packaging, plastics and many other sectors of industry. Both EMB and Inducolor are part of the Coating division. In addition to outside sales, pigment pastes and granules are used intensively in the Coating division: pigment pastes for dyeing the pastes used in direct, transfer and online coating, granules for extrusion coating and calendering. In a market with many chemicals giants, EMB and Inducolor are genuine niche specialists. They have distinguished themselves for over 20 years as rapid, flexible and service-oriented suppliers of tailor-made products. This customer focus, combined with expertise and know-how and the ability to deliver small, mediumsized and large volumes and products tailored to the customer’s needs, give EMB and Inducolor a strong reputation as a niche specialist. Vertical integration: the carrier

Yarn (spinning/extruding) Sioen has the world’s most modern spinning mill for the production of polyester high tenacity yarns and polyamide yarns. Part of the fibres are then twisted in the twisting mill. The spinning mill has an output of ±15,000 tonnes of polyester and/or polyamide high tenacity yarns. Woven fabrics The yarns are supplied as a raw material to the group’s three weaving mills which all have their own specialisation: sailcloth, open structure textiles, polyester high tenacity textiles, airbag textiles, etc. The fabrics all meet high technical requirements for tensile strength, tear resistance, etc. Sioen has also acquired the necessary certification for automotive applications.

Vertical integration: technology and technical textile Sioen focuses on various coating processes, each serving a different market. Sioen Industries has a total of seven coating plants (4 in Belgium, 2 in France and 1 in Portugal), with the most advanced production lines in the world. Extreme flexibility and short lead times enable Sioen to produce both large and small runs in all colours and widths that the customer selects. All plants are equipped with the most modern machinery and are highly automated. Direct coating Direct coating means that the PVC coating paste is directly applied to the cloth. The coated fabric is used for tarpaulins and side curtains for trucks and railway wagons, publicity banners, textile architecture (buildings made with cloth), camping tents, gym mats, pool covers, covers, inflatable silos, flexible containers, container tops, etc. Transfer coating In two Sioen production units the coating paste (polyurethane, silicone, etc.) is applied to a fabric via a paper support. This coated fabric is used for protective clothing, outdoor sports wear, shoe protectors, mattress covers, airbags, handbags, body bags and self-adhesive film. Online coating In on-line coating the fabric is immersed directly from the loom into a coating bath. Veranneman Technical Textiles uses this technique to manufacture open structure textiles. There are many applications for this process: geogrids, pool covers, reinforcement nets, wind-breaking nets, filters, publicity banners, grinding mills, etc. Extrusion coating This multifunctional coating technique allows us to use other base materials (textiles, non woven, knitted fabrics, etc.) and to coat them with various polymers. The granules are melted in extruders and pressed into a film that is then laid on a carrier. Applications: ventilation ducts, pond foils, window foils, drainage renovation, etc.

COATING DIVISION

Non-woven Sioen produces needle felt in its plant in Liège. This needle felt is then used among other things as a carrier for extrusion coating in the coating division.

Rolling/Calendering Pennel Automotive, part of the group since March 2003, produces TPO (Thermoplastic Polyolefin) and PVC films. These films are then passed through a press to obtain the desired motif/texture. The films are used in the vehicle industry for dashboards, door panels, backs of car seats, sun shades, etc. Turnover The Coating division’s turnover rose again by 13% in 2004 to EUR 172 million of which 4% external growth through 4 months Pennel Automotive and 9 months Plastylon. The Coating division grew in almost every segment and all its geographical markets. Sales The Coating Division’s products are sold worldwide under the reputed brand name Sio-Line®. In addition to the permanent sales staff operating out of the Ardooie headquarters and the Mouscron facility and a number of local agents, the Coating division has its own sales office in Germany (Sioen GmbH) and separate sales units in France, China (Sioen Shanghai) and from 2005 also in the USA (Sioen Coating USA). A keen and dynamic internal/external sales team with many years’ knowledge and experience provides a permanent line of communication between the market and the company. Applications and sectors Sioen technical textiles can be found in nearly every sector: agriculture, horticulture, transport, publicity, recreation, food and clothing, cars, medicine, sports, petrochemicals, construction,etc. Sioen’s technical textiles are used, among other purposes, for tarpaulins and side curtains for trucks and railway wagons, publicity banners, textile architecture (buildings made with cloth), camping tents, gym mats, pool covers, covers, inflatable silos, flexible containers, container tops, protective clothing, outdoor sports wear, shoe protectors, mattress covers, handbags, body-bags and selfadhesive film, geo-grids, pool covers, reinforcement nets, windbreak nets, filters, advertising banners, grinding mills, ventilation pipes, pond foil, window foil, sewer renovation, dashboards, door panels, the rear of car seats and sun shades, etc. With approximately 36% of the external turnover of the Coating division, the market for PVC coated tarpaulins and side curtains for trucks and railway wagons is the most important segment.

Each year Sioen succeeds in increasing turnover in this segment, expanding its market share and reinforcing its competitive position through product innovation. This includes Siosteel, a combination of PVC coated technical textile with a coated steel net, which Sioen has introduced onto this market. Side curtains in this material offer better protection against vandalism. Sales of this product increased rapidly in 2004 with certain insurance companies offering cheaper insurance premiums to hauliers that equip their trucks with Siosteel. 11% of the Coating division’s production is for the automotive sector: TPO and PVC films for car interiors, trunk canvas and airbags. The technical textile for car interiors is produced and sold by Pennel Automotive, a long-established French company with a strong presence in its home market. Pennel Automotive has an estimated market share of 20%. In 2004, a restructuring program was started in order to reach the internally imposed profitability criteria in the future. The future growth of this segment lies both in geographical expansion to other markets such as Germany and in product innovation. Sioen profiles itself as a full service supplier in the airbags market. Here again, vertical integration is an unmistakeable plus. Sioen extrudes the polyamide yarn in its own spinning mill, weaves it into a carrier and coats it in one of its plants. As an extra service Sioen cuts the fabric with high tech laser cutters in its Coatex plant (a part of the Processing division). This production process was optimised completely in 2004, opening up attractive prospects for the coming years. Another 6% of turnover is in geo-textiles and roofings. The technical textile is used as reinforcement netting for roads, roofs and all types of plates. With approximately 50% of the market Sioen is also the European market leader in this segment. Geographical expansion to the US and elsewhere is one of the goals for the

COATING DIVISION

Sioen is the undisputed market leader here with an estimated 50% market share. This market, of both new and replacement tarpaulins and side curtains, is mainly located in Western Europe, where the large trailer builders are situated. Sioen maintains good customer contacts with both trailer manufacturers and side curtains manufacturers. The use of PVC coated textiles has not yet become customary in the American market, where trailers are usually hard-bodied. A strong reputation for quality, flexibility, large standard range and market knowledge are Sioen’s most important trump cards.

coming years. The Coating division will be opening a sales office in the US in 2005, which will promote open structure fabrics along with closed technical textiles. Two growth markets for Sioen, Sign and textile architecture, accounting for 7% and 5% of the Coating division’s turnover respectively, will be able to reap the benefits of R&D efforts in coming years. Sign is the collective name for all types of publicity banners: technically coated textile that can be both silkscreen and digitally printed. In this price-sensitive market Sioen profiles itself as a service-oriented quality supplier. Textile architecture is understood as technical textiles for tents and structures. Sioen has developed here a range which can compete with niche specialists. 10% of the coating division’s turnover is in flexible, breathing technical textile used for clothing and mattress covers. Thanks to its modern production system, large volumes, R&D and knowhow and the advantages of vertical integration, Sioen can be succesful in this nonetheless competition-sensitive market (Asia). Sioen is the global market leader in technical textiles for swimming pool covers and aboveground pools. This segment represents 7% of turnover and a market share of 71%. The greater proportion of the turnover comes from France, where the major producers of swimming pool covers and overground pools are located. Once again the focus is on technical knowledge, market knowledge, service and quality as the basis for success. In the past 10 years Sioen has succeeded in limiting its dependence on its largest segment through product diversification. Even so, this segment continues to grow. Its product diversification and success in the ‘new’ niche markets is the result of intensive efforts at the level of R&D, sales, marketing and production.

Geographical markets The key figures given on page 7 of this annual report show that 75% of the Coating division’s turnover is located in the traditional Western European countries. France, Sioen’s most important sales territory, is the front runner with 20% of turnover. Germany and Benelux are traditionally strong counties, followed closely by the UK. The geographical distribution reflects the location of the final producers. A number of large trailer manufacturers are based in Germany and the UK and Germany has a rich tradition of using geo-textiles, France has a large number of swimming pool cover and mattress cover makers, the largest digital printers are based in Western Europe and Pennel Automotive has a long history of contacts with French car producers. Although the traditional Western European countries comprise the largest proportion of turnover, the Eastern European market has again become important in 2004. Technical textiles for digital printing and truck tarpaulins and side curtains in particular are finding their way to Eastern European customers. Despite competition from cheaper local laminate producers (a weaker alternative to coated textiles), Sioen is continuing to grow in Asian markets. Sioen is primarily focusing on the Sign (publicity banners) and Textile architecture (tents and structures) segments. Sio-line has now become a quality brand that digital printers and manufacturers can no longer ignore. In addition to this quality reputation, our knowledge of the local distribution market is playing a major role in this growth. Our in-house experience and knowledge at all levels give us a head start over our competitors in prospecting and selling in potentially large sales markets. Our sales structure enables us to maintain a constant feel for the market and to respond optimally to customer needs.

Competitive position Sioen accounts for 41% of all large width coating capacity in Europe, with the remaining 59% distributed between a German competitor and many small local competitors in Spain, Italy, Austria, Germany, France, Scandinavia, etc. Whereas all of these smaller coaters operated in the same segments up to a few years ago, we now observe a trend towards specialisation. One company focuses on textile architecture, another on publicity banners (Sign) and another again on geo-textiles. You can read more about the situation in different countries and segments in the ‘applications and sectors’ and ‘geographical distribution’ sections. New products and developments The coating division can pride itself on a well performing R&D centre. Here professionals focus on product development and innovation, but also on process enhancement. Product optimisation is a constant factor in this. Research and development (R&D) are important for a company like Sioen. Staying ahead in the market means investing permanently in research and development. An example of this is the central R&D unit at our Ardooie headquarters. This research operation not only has the most modern facilities; it can also pride itself on its employees’ expertise and experience. Apart from this central R&D unit Sioen has a further ten research centres worldwide. The main production sites each have their own laboratory where specific research and product tests are carried out. The work of the various research centres is coordinated and steered from the R&D centre in Ardooie. Gathering knowledge and putting it into practice is a permanent process of sowing and reaping. The past year can be characterised as a period of sowing, in which a great deal of time and energy was dedicated to developing and professionalising the R&D team, deepening knowledge of markets and products, expanding our product portfolio and perfecting a number of developments made in the past years. Sioen perfected its technical textiles for car boots and successfully launched the first bulk production. We developed a high-quality technical textile with flame retardant characteristics. The complete airbag production process was finetuned and production is now operating at full speed. Sioen also developed and perfected technical textiles for ventilation pipes and launched large production runs, etc.

APPAREL DIVISION

Market leadership through know-how and quality

Protective clothing: safety and comfort A few years after the establishment of the coating line in 1960, Sioen expanded its activities with protective clothing apparel. Trousers and jackets with in-house coated technical textile were produced for industrial use. Now, many years later, Sioen is the market leader in technical protective clothing. ‘Protection through innovation’ is not outmoded here either. At Sioen we know that working in safe and comfortable circumstances is a prerequisite, the best price/quality ratio a must and that speed, reliability and flexibility are a self-evident requirement. Sioen’s protective clothing meets all of these demands. Protection through innovation: R&D The R&D team develops new materials, techniques and applications. Researchers, textile engineers and designers always work closely together. Development and tests of new materials, the best specialists, perfecting the production processes, thorough market knowledge and know-how, the best performing test equipment, excellent experience and knowledge of standards and rules, etc. make Sioen a strong player in the protective clothing sector. With 45 years of experience we have in-house expertise in both design and production. Our technical services carry out risk analyses and studies that guarantee perfectly personalised protective clothing to the highest specifications. Moreover, vertical integration enables Sioen to respond faster and more adequately to its markets. Protection through innovation: design A team of creative designers and textile engineers designs technical protective clothing that meets the customer’s needs. The result is a comfortable and elegant garment which meets all legal regulations and technical requirements. With an eye for detail, creativity, and expert knowledge of production techniques and raw materials, fitting, sitting comfort, etc., our designers develop functional and comfortable protective clothing to ensure a greater yield from labour. Protection through innovation: production Each design is produced carefully to the strictest quality standards in one of our modern production centres. Sioen Indonesia, for example, is one of the most efficient production centres in the world.

APPAREL DIVISION

Sioen is the market leader in protective clothing for industrial and leisure applications.

The apparel workshops in Tunisia and Indonesia and elsewhere have high-tech machines: heat presses, computer technologies, stitching and seaming machines, plotter systems, test equipment, etc. We are continually investing in the latest technologies to enable us to meet the highest quality standards. Sioen has the most recent ISO 9002/ EN 29001 certification as well as the AQAP Certificate. Quality is a constant factor at Sioen. The Apparel division makes maximum use of coated technical textiles produced by the Coating division and of fabrics and liners produced in-house. Brand names such as Flexothane and Siopor are recognised worldwide and the world of industrial protective clothing and outdoor sports clothing can no longer be imagined without them. In addition to production of its own brands, Sioen is also a valued partner for reputed ski and sportswear brands. Sales and distribution The sale of protective clothing is centralised at the headquarters in Ardooie, from where a team of specialist sales staff guide the sales effort. Sioen apparel also has a number of local sales offices in France, Scandinavia, Indonesia, Germany and the UK from where local staff and agents serve the market. 88% of products are sold under the group’s own brand names. The finished products are shipped from the various production centres to a fully automated dispatch and distribution centre in Mouscron. Customers are supplied with models, colours and sizes according to their wishes. This dispatch and distribution centre guarantees rapid efficient delivery in each case. Turnover The Apparel division realised a turnover of EUR 68.2 million this year compared with EUR 71.5 million last year, reflecting sustained commercial pressure on large-volume, low technicity markets. Sioen is focusing on products and applications with a high degree of technical complexity such as bullet and knife proof vests, flotation suits, fire fighting suits, protective clothing for the petrochemicals sector, forestry clothing, etc.

In 2004 Sioen completed development of its ILS (Interchangeable Lining System), a multi-lining concept designed to allow wearers to work comfortably in all weather conditions. The customer himself selects the removable lining, jacket and bodywarmer that suits him. The lining, fleece and bodywarmer fit perfectly into the jacket and the sleeves are attached with push fasteners. This means the jacket can be worn for the entire year. The Industry range: description and market situation The Industry range accounts for 75% of the Apparel Division’s turnover. It includes protective clothing ranging from simple rainwear to extremely technical protective clothing. The competition, which primarily comes from Asia, and the associated price pressure, are felt most keenly in the technically least complex products, and with clothing that is replaced relatively quickly. In this segment Sioen is now sourcing cheaper products from outside suppliers (1.5% of turnover) and focusing its own production increasingly on products and applications with high technical complexity. A strategy was developed and a structure set up for this purpose in 2004. High tech This clothing line offers protection against rain, wind and low temperatures. It includes trousers, coats, anoraks and overalls that protect those working in bad weather. This range also includes S.E.P.P., the abbreviation for Sioen Extreme Product Program. This is a total package comprising a basic layer (absorbent, warm and dry), an insulating layer (comfortable, keeps the wearer warm) and a top layer (protects against all weather conditions). Although each layer can be worn separately, together they make an elegant and comfortable unit.

APPAREL DIVISION

The range: applications and sectors Sioen develops and produces a complete range of personal protective clothing in which functionality, comfort, look and security are of central importance. In addition to a wide standard range Sioen also produces completely customised protective clothing in accordance with the customer’s wishes. The application areas for the standard range are as divergent as they are extensive: Sioen protective clothing is used in the petrochemicals industry, the food sector, road construction and public works, agriculture, gardening and the fisheries sector. Sioen serves public authorities (municipal services, police, army, postal services, etc.) and private companies and even private individuals via specialist distributors.

High visibility Seeing and being seen is a matter of life and death in many working situations. Sioen has therefore developed a full range of high visibility clothing. It is comfortable, easy to maintain and, like all other protective clothing, complies with the legal regulations. Chemicals and electricity Anyone working with or near chemicals or electricity should have extra protection. Sioen’s high tech clothing is not only wind and waterproof, it is also fire and chemical resistant. Agriculture Farmers and market gardeners are always at work, even in rain, storm, snow, wind, frost and hail. Sioen has designed clothing which protects them even in these extreme weather conditions. Food Hygiene is extremely important in the food industry. The Sioen ‘kleen line’ has been developed to be wind and waterproof, yet comfortable, even after being washed at a high temperature. Working conditions in the fishing industry are often more extreme. Sioen makes aprons, sleeves, coats, trousers, overalls and fleeces specifically for this industry. Sioen has created a special range of high tech protective clothing under the brand name Nicewear that offers protection in extremely low temperatures, such as in deepfreeze units in the food industry or on cold continents. Sio-fit Underwear and T-shirts complete the Sioen range. Whether thermal, highly visible or flame-retardant, they are part of a standard personal protective outfit. Niche products range: description and market situation Sioen focuses on very specific and extremely technical protective clothing for shipping, fire fighting, the police, the army, forestry, etc. Vertical integration, an efficient production system, a high performance R&D department and specialist product management have reinforced Sioen’s market position in these technical niches. This range now accounts for 20% of the Apparel division’s turnover (17% en 2003). The technical complexity of these products means that competition is more limited, and with international and European standards and regulations becoming increasingly stringent, demand for these products is continuing to rise.

Mullion: protection on and near water The Mullion range protects everyone participating in sports or working on or around water. Its flotation jackets, coats, trousers, suits, life jackets, etc. are technically perfect articles made by Sioen. Sip Protection: forestry In forestry some parts of the body must have extra protection. Sioen has developed a clothing line that protects against rain and low temperatures, as well as against the impact of a chainsaw. Sioen also offers special eye, head, foot and hand protection gear. Vidal Protection / Sio-fire: fire fighting Fire-fighters deserve the best available protection. This is the starting point adopted by Sioen, which has developed a special range of specific fire fighting clothing for them under the brand name Vidal Protection/Sio-fire. SAT: bullet and knife proof vests SAT, Sioen Armour Technology, offers high-technology, quality bullet and knife-proof vests. We produce customised protective vests in accordance with the users’ exact requirements. The discreet, tactical and semi-tactical vest models meet the strictest protection standards. SAT also goes a step further in complete protection and has developed a multi-layer system with underwear, rainwear and bullet proof vests. Active outerwear: description and market situation Baleno is the brand name for fashionable, comfortable and functional outdoor sports and recreational wear, including specific protective clothing for hunters, anglers, horse riders, motorcyclists, cyclists, hikers and golfers. Baleno is also functional and elegant everyday wear. Baleno has as well a collection of promotional clothing, suitable for hostesses, employees, stewards, or as business gifts. Geographical markets The geographical distribution of sales remained unchanged, with the majority of sales to traditional Western European markets where strict standards for professional protective clothing apply. The Apparel division’s largest sales market is France, which accounts for 31.6% of turnover. In Benelux, Sioen’s home market, turnover is continuing to rise. Benelux contributes 23.3% to turnover. The UK and Germany account for 16.2% and 7.8% of turnover respectively. You can find the complete country distribution on page 7 of this annual report.

PROCESSING DIVISION

Customer loyalty through specialisation, service and flexibility

The Processing division becomes Industrial Applications Activities have been reorganised to a certain extent in the context of the new IFRS standards: production of pigment pastes and granules will form an integral part of the Coating division, which means that vertical integration in this division will be complete. As of 2005, the Processing division becomes the ‘Industrial Applications’ division where heavy manufacturing holds a central position. The processing division continues to surge ahead, with turnover of EUR 71.4 million in 2004 compared with EUR 49.6 million in 2003 (after reclassification of EMB). The main contributors to this strong 44% growth (of which 18% external growth of 3 months Roltrans Group) are Coatex, which specializes in cutting and processing technical textiles, Sioen-Nordifa, a producer of filters and filter cloths, and the Roltrans group where the results of the recent restructuring are clearly visible. In addition to markets in Western Europe and Australia, Eastern European countries are significant growth areas for the Processing Division. Processing: an example of vertical integration and diversification The processing companies in the Processing division each have their speciality and form the final link in Sioen Industries’ vertical integration. These companies process technical textiles produced in-house and other materials into finished products. The markets in which they operate are as extensive as they are divergent: the automotive industry, the leisure sector, the food industry, heavy industry and chemicals, transport, construction, etc. Kadors Coatex in Poperinge processes the coated technical textile produced in Coating division companies. The company has developed a global reputation in kadors and offers both a standard range and customised solutions. A kador is the tent canvas component that slips into a metal profile. In 2004 Coatex supplied the kadors for the prestigious ‘The Gates’ project in New York’s Central Park created by the artists Christo and Jeanne-Claude (see photo). Worldwide there are only a few producers of such kadors, made of a flexible PVC tube with a technically coated textile around it. Coatex is one of the biggest producers in the world and has extremely modern machinery.

PROCESSING DIVISION

The Processing Division specialises in processing coated fabrics and PVC foil and in the production of filters for industrial applications.

Sio-steel is unique and is being exploited more and more frequently. In France and elsewhere, insurers are already offering discounts on trucks fitted with Sio-steel. Cutting and punching With its expertise in cutting and punching all types of materials, the Coatex plant at Poperinge supplies tailored cutting for technical textiles coated by the Coating division. Coatex also cuts car interior and other materials. Laser cutting Airbags are one of the items cut on the 4 high tech laser cutters. This array of machinery is unique and offers one of the best performances anywhere in the world. Several layers are cut at once, enabling large quantities to be handled very quickly. In 2004 Coatex became a â&#x20AC;&#x2DC;system supplierâ&#x20AC;&#x2122; in airbag cutting for a major producer in the automotive sector. This means that Coatex looks after purchasing the raw material (airbag cloth), managing the inventory and cutting the material. Pond and dam foils Coatex cuts, welds and packs pond and water tank foils for customers worldwide. Coatex PVC foils are exploited in the industrial and recreation sectors to produce, among other things, recreational ponds and industrial basins, agricultural floors and dam foils.

PROCESSING DIVISION

Sio-steel Sio-steel is a patented composite made of a PVC coated steel net and a double-sided PVC coated polyester fabric. The steel, strengthened with carbon, offers very good protection without affecting the flexibility of the cloth. Sio-steel is therefore perfect for curtains and tarpaulins for trucks and open containers. The steel net is welded onto the cloth and makes sure that possible damage is restricted to max. 10 x 10 cm. Besides offering protection against theft and vandalism, Sio-steel has another important advantage: trucks are not immobilized and therefore achieve higher efficiency. Printing (digital, painting, screen print, adhesive letters, etc.) is still possible.

Filters and filter cloths Nordifa specialises in the total production of filters and filter cloths. Its Lainyl速, Clartex速 and Nordifa速 brands enjoy an excellent international reputation. Applications exist in the food industry (water and air treatment in sugar refineries, breweries, etc.), heavy industry (metallurgy, coke industry, mining, power stations, paper processing, cement, etc.), chemicals (dye production), urban water purification and post-combustion installations. Tents, covering systems, sliding gates, wagon covers and silos At Saint Fr竪res Confection the in-house coated textile is processed into finished products for high technological niches such as the armed forces, the railways, the aeronautics industry and construction. Camouflage cloth Bacam specialises in the design, production and marketing of camouflage cloth and multi-spectral camouflage nets. This high-tech market demands significant technical expertise plus research and development. Only a few companies operate in this segment worldwide. Side curtains and tarpaulins Roland International (This is the main and holding company of the Roltrans Group. Both Roland International and Roltrans are brandnames) has been a member of the group since March 2003 and is the market leader for the production of curtains and tarpaulins for trucks and containers. Roland International uses the technical textiles from the Coating Division for this purpose. Roland International is the European market leader with some 45% of the market for tarpaulins and side curtains for new trailers. The company focuses on large volume series production.

Corporate governance The Sioen family has surrounded itself with external, independent directors since 1986. Their expertise and experience contribute to the proper and effective management of the company. On March 22, 2005 the Board of Directors adopted a Corporate Governance Charter in compliance with the Belgian Corporate Governance Code. This charter, which comes into effect as from the 2005 General Meeting of Shareholders, can be consulted on the Sioen Industries website (www.sioen.com). The present chapter on Corporate Governance relates to the 2004 financial year, when the Corporate Governance Charter was not yet in effect. Where possible, however, the information is communicated in the manner prescribed by the Belgian Corporate Governance Code.

Composition of the Board of Directors (situation on May 1, 2005)* The directors’ terms of office expire at the 2008 general shareholders’ meeting. CHAIRMAN Mr. J.J. Sioen(1), chairman/director of various other companies MANAGING DIRECTOR MJS Consulting b.v.b.a., represented by its business manager, Ms M. Sioen(1) a director of various other companies DIRECTORS Ms J.N. Sioen-Zoete(1), a director of various other companies D-Lance b.v.b.a., represented by its manager, Ms D. Parein-Sioen(1) a director of various other companies P. Company b.v.b.a., represented by its manager, Ms P. Sioen(1) a director of various other companies P. Bamelis n.v., represented by its managing director, Mr P. Bamelis(2) (3) Chairman of the Board of Directors of Agfa-Gevaert n.v.; director of various other companies Revam b.v.b.a., represented by its manager, Mr W. Vandepoel(2) Managing Director of Lessius Corporate Finance n.v.; director of various other companies Sheng n.v., represented by its managing director, Mr L.H. Verbeke(2) Lawyer-partner in Allen & Overy; chairman/director of various other companies K.E.M.P. n.v. represented by its Chairman, Mr Luc Sterckx(2) (3) director of various other companies Vean n.v., represented by its Managing Director, Mr L. Vansteenkiste(2) (3) Managing Director of Recticel n.v.; director of various other companies SECRETARY Mr G. Asselman CFO Sioen Industries group (4)

STATUTORY AUDITOR Deloitte & Partners Auditors c.v.b.a. represented by Mr G. Verstraeten and Mr G. Wygaerts (1) Executive director and representative of the main shareholder, Sihold n.v. (2) Non-executive. (3) Independent director in the meaning 2of Article 524 of the Companies Code. (4) The Statutory auditor’s term of office expires at the general shareholders’ meeting in 2005.

* On March 22, 2005 Mr J.J. Sioen and Ms J.N. Sioen-Zoete resigned from their position as Managing Director of Sioen Industries nv. Revam bvba and Sheng nv, represented by Mr W. Vandepoel and Mr L.H. Verbeke respectively, informed the company that they no longer wished to sit as independent directors, even through, strictly speaking, they fulfilled the independence criteria of Art. 524 of the Companies Code.

Operation of the board of directors In accordance with the articles of association, the Board of Directors meets regularly as and when the needs and interests of the company require. The board met five times in 2004. The agenda of each board meeting includes deliberation and decisions relating to individual company, division and consolidated results, ongoing capital expenditure and projects, new projects and a presentation of investment opportunities. The board also deals with specific agenda items concerning concrete issues and current events. Preparatory to this, the Board of Directors receives extensive reports to a set pattern. The financial reporting, for example, consists traditionally of 4 chapters. The first chapter contains the consolidated group results, written explanations of variations, a turnover consolidation matrix, identification of the variations in major items with the key group enterprises and the use of capital within the group. The second chapter contains similar reports, but based on comparative consolidation scopes. Chapter three also contains similar reports, but at the level of the lowest logical business unit. The final chapter contains the balance sheet, a cashflow statement and creditworthiness ratios. Apart from the statutory rule that, in the event of a tie, the chairman has a casting vote, there are no other special or statutory rules relating to decision-making within the Board of Directors. The Board of Directors has decided that no special organization need to be set up given the uniting of the Chairman and Managing Director functions in a single person. With respect to way transactions come about between the company and the dominant shareholder, provision was made in 2004 that, following notification by the reference shareholder to the Board of Directors, each director is free to exercise an individual control, or commission someone to do this on his behalf. The company auditor can also be asked to audit said transactions. Operational committees The Sioen Industries group has three working committees: Audit Committee: In 2004 the Audit Committee comprised three non-executive, independent directors (Messrs Verbeke, Vandepoel and Bamelis) and one executive director (Mr Sioen). Mr Vandepoel was appointed as chairman. To fulfil the new composition criteria stipulated by the Corporate Governance Charter, Mr Sioen was succeeded by Mr Sterckx on March 22, 2005. The audit committee met four times in 2004. In addition to ordinary work, special attention was paid to the transition to IFRS standards. The Audit Committee met twice with the statutory auditors in 2004 in the absence of senior management.

Remuneration Committee: In 2004 the Remuneration Committee comprised two non-executive, independent directors (Messrs Verbeke and Vansteenkiste) and one executive director (Ms JN Sioen-Zoete). To fulfil the new composition criteria set out in the Corporate Governance Charter Messrs Bamelis, Sterckx and Vansteenkiste were appointed as members of the Remuneration Committee on March 22, 2005. The Remuneration Committee advises the Board of Directors on remuneration policy in general and in particular on compensation for members of the Board of Directors and Management Committee. The share option plans also come under its competence. The Remuneration Committee did not meet in 2004 Appointments Committee An Appointments Committee was set up on March 22, 2005 in compliance with the Sioen Industries Corporate Governance Charter. The Appointments Committee is made up of two independent directors (Messrs Bamelis and Vansteenkiste) and an executive director (Mr Jean-Jacques Sioen). Management Committee On March 22, 2005 it was decided to set up a Management Committee within the meaning of the law of August 2, 2002. Ms MichĂ¨le Sioen was requested to set up this Management Committee and to lead it in accordance with the companyâ&#x20AC;&#x2122;s evolving needs and structure. Remuneration of directors The total payments made to all members of the Board of Directors amount to EUR 1,972,195.19, including a global remuneration of EUR 102,500 to the non-executive directors. In each case this was fixed remuneration. No shares, share options or other rights to obtain shares were allotted in 2004. There are no specific recruitment or golden handshake agreements with board members. Directors together own a total of 189.212 shares (The shares held by Sihold excluded). External audit External audits of Sioen Industries group companies are carried out mainly by Deloitte & Partners Auditors. These include the audit of the statutory balance sheets and of the consolidated balance sheet of Sioen Industries n.v. and its subsidiaries. A certain number of subsidiaries are audited by other company auditors. Deloitte & Partners Auditors accepts their work as mentioned in the statutory auditorâ&#x20AC;&#x2122;s report. In the past financial year

the cost of services rendered on group basis by the statutory auditor amounted to EUR 290,990. In addition, the statutory auditor has invoiced 131.710 EUR and 110.170 EUR for rendered services related to his auditing function (preparatory work for the transition to IFRS). Services (fiscal advice) rendered by persons with whom the statutory auditor has a professional cooperation relationship were invoced for an amount of 6.618 EUR. Deloitte & Partners Auditors’ mandate as Sioen Industries n.v.’s statutory auditor expires at the 2005 annual shareholders’ meeting. Deloitte & Partners Auditors is represented by Messrs G. Verstraeten and G. Wygaerts. Share option plans On the occasion of the company’s stock market flotation in October 1996, Sioen Industries’ Board of Directors created a 1996 share option plan for the benefit of its senior executives, directors and consultants with a long-term partnership agreement. The aim was to promote dedication and motivation in the long term and enhance and strengthen the group’s profitability. However,

OVERVIEW OF THE SHARE OPTION PLANS Basic information Date of Board decision Option price as % of the option price Option price Option exercise price Available at the time of the 1996 flotation Allocation Unused Total used under option plans Balance available Exercise of options Balance available Balance to be exercised Options exercised in 1999 – average buy-in price Options exercised in 2000 - average buy-in price Future exercise Balance available Exercise January 2004-2007 Exercise January 2005-2008 (1) After the 1 to 10 share split on 05/11/98

no options were allocated to directors at that time under the various option plans (see table). Under this share option plan, the Board made a total of 200,000 options available. Each option entitles its holder to acquire one Sioen Industries n.v. share at an exercise price equal to the share price on the stock exchange at the time of granting of the option. On June 30, 1999 and October 10, 2000, the Board of Sioen Industries decided in accordance with the new legislative provisions in this regard to establish new share option plans using the options remaining under the 1996 plan. The price for an option under the 1999 and 2000 share option plans was fixed at 7.5% of the average market price of the Sioen Industries n.v. share for the 30 days prior to the date of the offer. The option is deemed to have been allocated on the 60th day following the date of the offer, unless the beneficiary has before this date given written notice of refusal of the offer. On May 26, 2003, the Board of Directors of Sioen Industries decided to propose an extension of the exercise period for the 1999 and 2000 share option plans to all beneficiaries in accordance

1999 Plan 30/06/1999 7,5% 2,5000 33,3200

2000 Plan 10/10/2000 7,5% 1,5375 20,3550

6.050 (3.200) 2.850

6.500

2.850 2.850

6.500 6.500

9.350 9.350

2.850 (2.850) 0

6.500 (3.250) (3.250)

9.350 (6.100) (3.250)

6.500

Total

200.000 12.550 (3.200) 9.350 158.000

with Article 407 of the law of 24 December 2002. The majority of beneficiaries accepted this offer. The initial exercise periods of all options were consequently extended by three years. Protocol to prevent insider trading In order to prevent privileged information from being used unlawfully by directors, shareholders and members of the management and staff (insiders), or even to avoid such an impression being created, the board of directors of Sioen Industries has produced a protocol to prevent insider trading (“1997 Protocol”). A new Protocol was approved by the Board of Directors on March 22, 2005 in accordance with Directive 2003/6/EU. The Protocol is primarily designed to protect the market, to ensure compliance with the law and to uphold the group’s reputation. Besides a number of prohibitions concerning trading in Sioen Industries financial instruments when insiders have privileged information which is not (yet) available to the public, the Protocol also contains a set of preventive measures and guidelines to safeguard the confidentiality of privileged information. Every insider who qualifies has signed this Protocol or will soon be requested to do so. A Compliance Officer has been appointed to ensure compliance with the Protocol. Conflict of interests in the board of directors On May 28, 2004 the Board of Directors applied Articles 523 and 524 of the Companies Code. Although the relevant minutes plus a clarification were published immediately on the Sioen Industries website, the legal provisions state that they must also be included in the next annual report. Minutes of the meeting of independent directors Meeting and composition The present committee met at Ardooie on 28 May 2004 at 8.15 a.m. It was composed as follows, pursuant to the Board of Directors’ decision of 28 May 2004: - Vean N.V., represented by its permanent representative Luc Vansteenkiste, - K.E.M.P. N.V., represented by its permanent representative Luc Sterckx, and - Revam B.V.B.A., represented by its permanent representative Wilfried Vandepoel, each appointed as an independent director of the Company within the meaning of article 524 of the Companies Act.

Task of the committee Pursuant to article 524, §2 of the Companies Act decisions or transactions referred to in article 524, § 1 of the Companies Act are required be subjected to the assessment of a committee of independent directors, assisted by an independent expert. The committee should describe the nature of the decision or transaction, and assess the business benefits or disadvantages of the same for its shareholders. It should estimate the consequences for the company’s equity position and establish whether or not the decision is such as to cause prejudice to the company in a manner which is evidently unlawful in the light of the policy pursued by the company. Independent expert The committee decided to appoint Professor Erik De Lembre as an independent expert (the “Expert”) to assist them in carrying out their task in accordance with article 524 of the Companies Act. The committee was of the opinion that the Expert possesses the necessary independence vis-à-vis both the Company and the transactions to be examined. The Expert’s remuneration was established in mutual consultation with him. This remuneration will be paid by the company. Transactions to be assessed The following decisions needed to be assessed by the committee: - ratification by the Board of Directors of the loans, guarantees and, in general, all commercial relationships between the Company and its subsidiaries on the one hand and Roltrans Group BV and its subsidiaries (the “Roltrans Group”) on the other, between December 1999 and 5 March 2003 (the “Agreements”). - ratification of the Company’s take-over of the shares of Monal SA on 5 March 2003 (the Take-over”). The committee obtained the following information on these transactions from Mr J.J. Sioen: Introduction – General overview of the facts Roltrans Groupe Europe BV (together with its subsidiaries “Roltrans” or the “Roltrans group”) had been a client of the Sioen group’s coating division since the early 1990s. In mid-1999 Sioen Industries NV examined taking over the Roltrans group. Finally Sioen Industries NV decided against

the take-over for commercial reasons: integrating the Roltrans group at that point in time would have inevitably led to the Sioen group losing other major clients/competitors of Roltrans, in a volume market which was (and remains) essential for the developing of the Sioen group’s coating division. Because Roltrans was facing short-term liquidity problems and because it would have been to the Sioen group’s disadvantage for one of its clients to lose its market position, Mr Sioen himself acquired Roltrans at the end of 1999, and provided financial support (via the company Monal SA). Sioen Industries NV’s board of directors and those of its subsidiaries were not informed that Monal SA had become the owner of the Roltrans group. Between 1999 and 2003 Roltrans remained a major client of the Sioen group. This took place at market conditions. Roltrans did enjoy certain credit facilities from the Sioen group (see 1.2 - chronology and documents - below for a full overview). By the end of 2002 the Sioen group had built up a strong market position on the market for industrially manufactured tilts and side curtains. By the end of the 2002 the commercial reasons blocking the take-over of Roltrans in 1999 had disappeared. Also major opportunities remained at the Roltrans group for improving management and increasing profitability, and the Sioen group had the resources and manpower to take advantage of the opportunity (unlike Mr Sioen who, for the above-mentioned commercial reasons, had never been able to occupy himself with the management of the Roltrans group). As you are aware, Sioen Industries NV issued a guarantee at the end of 2002 in favour of the Roltrans group and acquired the Roltrans group in early 2003 for EUR 1. At the same time debt receivables of the shareholders against Roltrans’ holding company Monal SA, in an amount of EUR 3,311,418 were forgiven. Since the acquisition by Sioen Industries NV, Roltrans has been totally restructured. Chronology and documents Until 1999 inclusive: - coming into being of a receivable (in the form a supplier credit) to Sioen Industries NV and certain of its subsidiaries (“Sioen”) from Roltrans in an amount of EUR 3.6 million.

1999: - consideration is given to Sioen Industries NV’s taking over Roltrans (vertical integration): signing in September 1999 of a Memorandum of Understanding (MOU) between Sioen Industries NV and Mr Paul Peeters; - for commercial reasons (loss of clients / competitors of Roltrans) the MOU is not executed; - on 3 November 1999 Monal SA (a Luxembourg holding company indirectly controlled by Mr Sioen) signs an agreement with Mr Paul Peeters to acquire 75% of the shares of Paul Peeters Holding (Europe) BV (“PPH”, the holder of all Roltrans shares) for NLG 1. Monal makes a loan of NLG 10 million to Roltrans); - the boards of directors of Sioen Industries NV and its subsidiaries are not informed of Monal SA’s take-over of Roltrans; - on 20 December 1999 ABN Amro Bank (Brussels) makes a EUR 22,008,340 million (NLG 48,500,000) facility available to Sioen Industries NV and Sioen NV for use as a so-called Ausfallbürgschaft (deficiency guarantee) in favour of ABN Amro Bank (Maastricht) to secure the credit granted by the latter to the Roltrans group; - the boards of directors of neither Sioen Industries NV or Sioen NV are informed of this guarantee; - 24 December 1999: transfer to Monal SA of Paul Peeters’ 75% of the Roltrans shares. The remaining 25% are acquired by private agreement in 2001; - Loans from Sioen Industries NV to the Roltrans group. 2000 – 2002: - Roltrans continues to be a major client of the coating division; the supplier credit (partly converted into loan agreements) increases to EUR 16 million; - the boards of directors of Sioen Industries NV and of the subsidiaries who are Roltrans’ direct contract parties are not informed of the shareholding in Roltrans; - 23 December 2002: ABN Amro grants a new EUR 20,873,889 credit facility to Sioen Industries NV and Sioen NV in the form of a guarantee to secure credits to Roltrans. 2003 - 15 January 2003: Sioen Industries NV lends Roltrans EUR 3,800,000. - January – March 2003: various short-term loans between Sioen Industries NV and Roltrans for approx. EUR 5,500,000. - 5 March 2003: Sioen Industries NV takes over 100% of Monal SA;

- the acquisition of Monal SA (and hence of the Roltrans group) by Sioen Industries NV is unanimously ratified by Sioen Industries NV’s board of directors on 24 March 2003, without however applying article 523 and/or 524 of the Companies Act (the board of directors was not informed of the shareholding in Roltrans). The Sioen Industries NV and Sioen NV boards of directors were not advised in a timely fashion of the possible conflicts of interest arising from (i) the granting of credit facilities by Sioen Industries NV and its subsidiaries to Monal SA/Roltrans between 1999 and 2003 and (ii) the take-over of Monal SA by Sioen Industries NV. Opinion The committee studied the transactions to be assessed in consultation with the Expert, and issued an opinion to the board of directors in accordance with article 524, §2 of the Companies Act. A copy of this opinion is attached to the present minutes. Ardooie, 28 May 2004.

Opinion of the committee of independent directors in accordance with article 524 of the Companies’ Act. Pursuant to article 524, §2 of the Companies Act the committee of independent directors, assisted by an independent expert, is required to publish an opinion to the Board of Directors setting out, inter alia, the nature of the transactions to be assessed, assessing the business benefit or disadvantage of the same for the Company and its shareholders and estimating its consequences for the company’s equity position. The committee must also establish whether or not the transactions are such as to cause prejudice to the Company in a manner that is evidently unlawful in the light of the policy pursued by the Company. Nature of the transactions The following transactions were presented to the committee for assessment: - the ratification by the Board of Directors of the loans, guarantees and, in general, all commercial relationships between the Company and its subsidiaries on the one hand and Roltrans Group BV and its subsidiaries (the “Roltrans Group”) on the other, between December 1999 and 5 March 2003 (the “Agreements”). - the ratification of the Company’s take-over of the shares of Monal SA on 5 March 2003 (the “Take-over”).

Both transactions fall within the application of article 524 of the Companies Act, as Roltrans Group and Sioen Industries NV had, during the above-mentioned period, a common reference shareholder and were therefore affiliated within the meaning of Article 524, §1.1. of the Companies Act. Consequences on the equity position Agreements The consequences of the Agreements on equity can be described as follows: - Between 1999 and 2003 supplier credit and loans were granted by the Company and its subsidiaries to Roltrans in amounts of: Year Average supplier credit and loans (in EUR) 1999 5,453,022.00 2000 3,489,325.17 2001 5,475,581.93 2002 11,632,251.99 Q1 2003 25,708,386.97 Total interest income on the loans between 1999 and 2003 amounted to around EUR 580,000. As customary, no interest was applied to the supplier credit. - No costs were imputed to the Company and its subsidiaries for the guarantees amounting to EUR 22 million issued by the Company and its subsidiaries in favour of the Roltrans group. - Commercial relationships: between 1999 and 2003 turnover with Roltrans was: Year 1999 2000 2001 2002 Q1 2003

Turnover (in EUR) 9,241,713 9,483,364 10,144,905 10,967,349 2,784,319

This turnover was effected at comparable margins to those applicable to the Sioen group’s other clients in the market segment in which the Roltrans group operates.

Acquisition The take-over price for (a) all shares of Monal SA and (b) the shareholders’ receivables on Monal SA amounting to EUR 3,406,894 amounted to EUR 1. At the time of the takeover, goodwill of EUR 20 million was recognised at the consolidated level, EUR 5.6 million of it via the land and buildings accounts. This is supported by the business plan drawn up by management in the context of the take-over and ratified by the Company’s Board of Directors. Business benefit or disadvantage to the company and the shareholders Agreements Benefit for the Company and the shareholders: The benefit of the Agreements lies in their enabling the Company to speed up its growth and professionalization, via the Roltrans customer relationship, in a market segment of strategic importance to the Company. This has also enabled the Company to develop its product into the undisputed market standard for truck tilts and side curtains. The above factors have together enabled the Company to further develop a substantial market for one of its key products. Disadvantage for the Company and its shareholders: The disadvantage of the Agreements (and more specifically the loans and guarantees in favour of the Roltrans group) lay in their temporarily raising the Company’s risk profile. Take-over Benefit for the Company and the shareholders: The benefit of the Take-over lay in the unique opportunity to achieve one of the Company’s key strategic objectives of vertical integration in the group’s key markets without significant additional investments (the take-over price was EUR 1). The Take-over also enabled the Company to acquire control of and vertically integrate the Roltrans group, permitting it to further improve the positioning of its products. Significant synergies could also be achieved at various levels. Company management had already in the past demonstrated its ability to achieve successful turnarounds through in-depth restructuring. Disadvantage for the Company and the shareholders: The disadvantage of the Take-over can be sought in the taking over of a company having a negative equity (as expressed in the consolidation goodwill of around EUR 15 million).

Conclusion Taking into account the analysis of the benefits and disadvantages and the consequences on its equity position for the Company of: - the loans, guarantees and in general all commercial relationships between the company and its subsidiaries on the one hand and the Roltrans group and its subsidiaries on the other between December 1999 and 5 March 2003 (the “Agreements”); - the Company’s take-over of the shares of Monal SA on 5 March 2003 (the “Take-over”), the committee of independent directors and the independent expert are of the opinion that the ratification by the Company’s Board of Directors of the Agreements and the Take-over does not represent any evident unlawful prejudice for the company, nor does it disadvantage the Company, and recommend ratification of the Agreements and the Take-over. Ardooie, 28 May 2004. Minutes of the 28 May 2004 meeting of the Board of Directors The Board of Directors met on 28 May 2004 at the Company’s registered office. The meeting opened at 13.00 with Mr J.J. Sioen in the chair. Given the participation of all Board Members in the meeting, there was no need to justify the convening of the meeting, and the Board of Directors was able to deliberate legally. Mr G. ASSELMAN was appointed as secretary to the Board of Directors. The meeting had a single agenda item: Ratification of the loans, guarantees and, in general, all commercial relationships between the Company and its subsidiaries on the one hand and Roltrans Group BV and its subsidiaries on the other, between December 1999 and 5 March 2003, and of the Company’s take-over of the shares of Monal SA on 5 March 2003. Notification of conflict of interests in the meaning of article 523 of the Companies Act. Before discussion of this agenda item, the following directors announced that they had a potential conflict of interests of a proprietary nature within the meaning of article 523 of the Belgian Companies’ Act: - Mr J.J. SIOEN; - Mrs J.N. Sioen-Zoete; - M.J.S. CONSULTING b.v.b.a., represented by

Mrs M. SIOEN; - D-LANCE b.v.b.a., represented by Mrs D. PAREIN-SIOEN; and - P.COMPANY b.v.b.a., represented by Mrs P. SIOEN.

“Roltrans Group”) on the other, between December 1999 and 5 March 2003 (the “Agreements”), and - ratification of the Company’s take-over of Monal SA’s shares in Roltrans Group BV on 5 March 2003 (the Take-over”).

The above directors explained that their conflict of interest resulted from the fact that, directly or indirectly, (i) they have rights to certificates of Midapa, a “Stichting Administratiekantoor” (administration office foundation) under Dutch-law or (ii) they control Midapa. Midapa controls both the Company and the limited liability company Monal NV, which in turn controlled Roltrans Group BV until March 2003. The directors in question informed the Board of Directors that in their opinion the transactions to be ratified are in the Company’s interest, as they contribute to the development of an activity that is of strategic importance for the company. The Board of Directors noted the above directors’ statement and established that they left the meeting for the discussion of this single agenda item.

The Board of Directors established that the Take-over had already been approved by the Board of Directors on 24 March 2003, however without application of the formalities prescribed in articles 523 and 524 of the Companies Act. In accordance with article 523 of the Companies Act, the Board of Directors described the proprietary consequences of the transactions as follows: - Between 1999 and 2003 supplier credit and loans were granted in amounts of:

Application of Article 524 of the Companies Act Given that the ratification of the Agreements and the Acquisition relate to the Company’s relations with an affiliated company within the meaning of article 524, §1.1 of the Companies Act, this matter was presented to a committee of independent auditors, consisting of Vean N.V., represented by its permanent representative Luc Vansteenkiste, Revam B.V.B.A., represented by its permanent representative Wilfried Vandepoel, and K.E.M.P. N.V., represented by its permanent representative Luc Sterckx, assisted by an independent expert in the person of Professor Erik De Lembre. The Board of Directors noted the opinion of the committee of independent auditors. The Board of Directors established that the procedure prescribed in article 524, §2 of the Companies’ Act has been complied with. Application of Article 523 of the Companies Act. In accordance with article 523 of the Companies Act, the Board of Directors described the nature of the transactions in question as follows: - ratification of loans, guarantees and, in general, all commercial relationships between the Company and its subsidiaries on the one hand and Roltrans Group BV and its subsidiaries (the

Year

Average supplier credit and loans (in EUR)

1999 5,453,022 2000 3,489,325.17 2001 5,475,581.93 2002 11,632,251.99 Q1 2003 25,708,386.97 Total interest income on the loans between 1999 and 2003 amounted to around EUR 580,000. - In 1999 the Company issued a guarantee in favour of Roltrans Group in an amount of EUR 22,608,340. The guarantee was never called and has since expired. At the end of 2002 a new guarantee for EUR 20,873,889 was issued to Roltrans Group. This guarantee has remained uncalled until today and has since been reduced to EUR 16,500,000. No costs have been imputed to the Company and its subsidiaries for the guarantees issued by the Company and its subsidiaries in favour of the Roltrans group. - Commercial relationships: between 1999 and 2003 turnover with Roltrans was: Year

Turnover (in EUR)

1999 2000 2001 2002 Q1 2003

9,241,713 9,483,364 10,144,905 10,967,349 2,784,319

- This turnover was effected at comparable margins to that applicable to the Sioen group’s other clients in the market segment in which the Roltrans group operates. - The take-over price for (a) in shares of Monal SA and (b) the shareholders’ receivables totalling EUR 3,406,894 against Monal SA , amounted to EUR 1. - Goodwill of EUR 15,524,595 was recorded on the take-over. This is supported by the business plan drawn up by management in the context of the take-over and ratified by the Company’s Board of Directors. In accordance with article 523 of the Companies Act, the Board of Directors justifies the ratification of the Agreement and the Take-over as follows: - The Board of Directors believes that the Agreements have contributed, via the Roltrans customer relationship, to enabling the Company to speed up its growth and professionalization in a market segment of strategic importance to the Company. This has enabled the Company to develop its product into the undisputed market standard for truck tilts and side curtains. The above factors have together resulted for the Company in the creation of an extensive sales market for one of its core products. - The Board of Directors further believes that the Take-over represented an opportunity to fulfil one of the Company’s strategic objectives, i.e. vertical integration in one of the group’s key markets, without additional direct investments. The Takeover allowed the Company to acquire control of and vertically integrate the Roltrans group, enabling it to further improve the positioning of its products. Synergies could be achieved at various levels. Conclusion The conclusion of the opinion of the committee of independent directors reads as follows: “Taking into account the analysis of the benefits and disadvantages and the consequences on itsequity position for the Company of: - the loans, guarantees and in general all commercial relationships between the company and its subsidiaries on the one hand and the Roltrans group and its subsidiaries on the other between December 1999 and 5 March 2003 (the “Agreements”); - the Company’s take-over of the shares of Monal SA on 5 March 2003 (the “Take-over”),

the committee of independent directors and the independent expert are of the opinion that the ratification by the Company’s Board of Directors of the Agreements and the Take-over does notrepresent any evident unlawful prejudice for the company, nor does it disadvantage the Company, and recommend ratification of the Agreement and the Take-over.” After deliberation the Board of Directors decided to accept the opinion of the board of independent auditors. The Board of Directors unanimously ratified the Agreements and the Takeover. Publication The Board of Directors tasked the statutory auditor, in accordance with Article 524, § 3 of the Companies Act to issue an opinion as to the faithfulness of the data given in the opinion of the committee of independent auditors and in the present minutes of the Board of Directors. The statutory auditor’s opinion shall remain attached to these minutes. The Company will also inform the statutory auditor of the conflict of interests in accordance with Article 523 of the Companies’ Act. The content of these minutes shall be included in their entirety in the annual report, in accordance with articles 95 and 523 of the Companies Act. The committee’s conclusion, an extract of the present minutes and the statutory auditors’ opinion shall be included in the Company’s annual report in accordance with article 524, § 3 of the Companies Act. All items on the agenda having been dealt with, the chairman closed the meeting at 13.30. Statutory auditor’s report In compliance with the provisions of Article 524§3 of the Companies Code we examined the following documents dated 28 May 2004: - the minutes of the committee of independent directors meeting of 28 May 2004, - the advice from the committee of independent directors to the Board of Directors in compliance with Article 524§2 of the Companies Code, - the minutes of the Board of Directors meeting on 28 May 2004 in compliance with Article 523§3 of the Companies Code.

The following decisions were presented for assessment and ratified in the above minutes and advice: - ratification by the Board of Directors of the loans, guarantees and in general all commercial relations between Sioen Industries NV and its subsidiaries (the ‘Company’) on the one hand and Roltrans Group BV and its subsidiaries (the ‘Roltrans Group’) on the other between December 1999 and 5 March 2003 (the ‘Agreements’), - ratification of the takeover by the Company of the Monal SA shares on 5 March 2003 (the ‘Takeover’). In the context of Article 524§3 the statutory auditor must issue an evaluation of the faithfulness of the data stated in the committee’s advice and in the minutes of the Board of Directors meeting. This evaluation must then be appended to the minutes of the Board of Directors meeting. We have examined the faithfulness of the information provided in the abovementioned documents as follows: - We were able to match the amounts stated by the company (average supplier credit, turnover, consolidation goodwill and outstanding balances relative to the Roltrans Group) with the company’s accounts. - We have read the data stated in the advice and examined whether they reveal any inconsistencies with the data we identified during our audit of the past financial year ending on 31 December 2003. On the basis of the above-mentioned work we did not learn of any items that would lead us to decide that the data included in the Board of Directors advice is not faithful. We also wish to refer shareholders to our complementary report dated 28 May 2004 on the Sioen Industries NV unconsolidated and consolidated annual accounts for the year ending 31 December 2003 as well as the background information on the transactions between Sioen Industries and the Roltrans Group as listed on the company website under the heading ‘financial info downloads’. The present report was compiled for use by the Company’s Shareholders and the Board of Directors in the context of applying Article 524 of the Companies Code. It therefore cannot be used for any other purpose. 28 September 2004 The Statutory Auditor

BACKGROUND INFORMATION TO THE TRANSACTIONS BETWEEN SIOEN INDUSTRIES AND THE ROLTRANS GROUP On 28 May 2004, pursuant to articles 523 and 524 of the Companies’ Act, the Board of Directors ratified a number of legal transactions that had taken place between Sioen Industries and Roltrans Group Europe BV and its subsidiaries (together the “Roltrans Group”) between December 1999 to March 2003. Out of a concern for transparent provision of information to shareholders, we have opted not to wait for the 2004 annual report, but to publish the minutes of the Board of Directors on the company website, along with additional information on the Roltrans Group, the market on which it was active and the Board’s decision. The Board of Directors wishes to make clear that, following thorough investigation, no additional facts falling under the application of articles 523 and/or 524 of the Companies’ Act have come to light since 28 May 2004. The information below is intended solely to give investors a better insight into the circumstances and facts that the Board of Directors took into consideration in the above-mentioned ratification of the transactions between Sioen Industries and the Roltrans Group.

market, gaving the Roltrans Group an estimated approx. 16% of the total new trailer market. In the late 1990s Germany’s three largest trailer builders, following the example of the automotive industry, decided to streamline their respective organizations. Cost-saving measures, short development leadtimes and product standardisation were the order to the day. This marked the start of a hard competitive battle which led to a consolidation of the sector. These major trailer builders went looking for professionally organised suppliers which could meet their demands. Supplies had to be able offer large production capacity, reliable delivery, quality (both of the tarpaulins themselves and the printing) and low price. The Roltrans Group was a very dynamic player on this market, having recognized these challenges at an early stage. After examining the company and market situation with the help of outside consultants, the Roltrans Group developed the following threephase strategic plan: - PHASE 1 (July 99 – September 99): short-term interventions. Relocation of large parts of production to Poland, personnel reductions at Tegelen (Netherlands), short-term purchasing savings, savings on transport, strict receivables management and the attracting of outside capital.

1. Explanation of Roltrans Group’s economic context in 1999 The European market for tarpaulins was estimated in 1999 at sales of EUR 295.0 million.

- PHASE 2 (September 99 – December 99) Process standardisation, introduction of a central management function, integration of operating functions, improvement of administrative processes and optimizing of the overhead situation.

50% of this was for assembly on new trailers and 50% for the replacement market.

- PHASE 3 The professionalisation phase. The inbedding of processes and procedures in the new organisation at international level, preparing good system choices that can support the organisation in the future, preparing strategic plans to enable the organisation to grow and a far-reaching orientation towards the possibilities of production process automatisation.

The twelve largest players on the European tarpaulin market had a joint turnover of EUR 113.4 million. Of this EUR 26.3 million was produced by the Roltrans Group. The fact that the top twelve suppliers had together 38% of the total estimated market shows that the market was served largely by a very large numbers of small tarpaulin producers. These lacked both the potential for further product development and the production capacity for larger series (i.e. more than 50 units). Roltrans Group sold mainly to larger customers such as bodywork and trailer builders, trailer rental companies and fleet owners. EUR 23.6 million (90%) of Roltrans Group’s turnover came from newly built trailers and EUR 2.7 million from the replacement

As early as phase 1 it became visible that outside capital (or a partner) would have to be brought in if the strategic plan was to be successfully implemented. Sioen Industries contemplated a takeover, but this was commercially not feasible: integrating Roltrans Group at that point in time would have led to the loss of other large clients (competitors of Roltrans Group). In December 1999, 75% of the Roltrans Group was finally taken over by Monal SA, a company controlled at the time by the Sioen family

via Stichting Administratiekantoor Midapa (Midapa is controlled by Mr Jean-Jacques Sioen and Mrs Jacqueline Sioen, with the other Sioen family directors as certificate holders), for NLG 1. At the same time Monal SA granted the Roltrans Group a credit of approximately EUR 5 million. 2. Ratification of transactions It is in the above context that a number of transactions took place between Sioen Industries on the one hand and the Roltrans Group and the Sioen family on the other. On 28 May 2004 these transactions were ratified by Sioen Industries’ Board of Directors pursuant to article 524 of the Companies’ Act. - On 20 December 1999 ABN Amro Bank (Brussels) made a EUR 22.0 million facility available to Sioen Industries for use solely as a so-called Ausfallbürgschaft (deficiency guarantee) in favour of ABN Amro Bank (Maastricht) to secure the credit granted by the latter to the Roltrans Group. This security was also effectively granted by Sioen Industries. This facility and the guarantee were renewed on 23 December 2002. - Between December 1999 and March 2003 Sioen Industries and its subsidiaries granted supplier credits and loans to the Roltrans Group. - Sioen Industries took over Monal SA (75% owner of the Roltrans Group) in March 2003. These transactions are set out in greater detail below, and the risk assessment made by the Board of Directors on 28 May 2004 in respect of these transactions is further elucidated.

these debts stand EUR 19.5 million of fixed assets, EUR 4.1 million of stocks and EUR 3.9 of customer receivables. Other short term assets amount to EUR 8.2 million. ANNUAL TURNOVER: EUR 31.0 million (NLG 68.4 million), of which EUR 9.2 million with Sioen Industries.The liquidity ratio was 175.1%. The solvency ratio was 15.8%. Towards the end of 1999 the Roltrans Group was facing serious liquidity problems and was virtually in suspension of payments. 2.1.2. Impact of the guarantee on the Sioen group’s financial position (a) Risk assessment On 20 December 1999 Sioen Industries granted a guarantee in a total amount of EUR 22.0 million. This was an Ausfallbürgschaft, i.e. a guarantee that can be invoked only after the exhaustion of established local securities. According to Roltrans Group’s 1999 annual report, the Roltrans Group had the following loans outstanding with the bank to whom the Ausfallbürgschaft had been granted: - EUR 11.8 million long-term loan, and - a EUR 11.8 million credit facility, of which EUR 8.6 million was drawn down at 31 December 1999, i.e. together EUR 23.6 million. The collateral that Roltrans had granted to the same bank was:

2.1. The guarantee 2.1.1. Financial situation of the Roltrans Groep at the time of the guarantee in 1999 Key figures for Roltrans Group’s financial situation are found in the 1999 half-year figures: EQUITY: EUR 4.4 million plus a EUR 1.1 million subordinated loan INDEBTEDNESS: Total short-term and long-term borrowings of EUR 20.3 million. Supplier and other debts amounting to EUR 11.6 million. Against

- A mortgage on the fixed assets in Tegelen (Netherlands) and Konin (Poland). At 31 December 1999 these fixed assets had a book value of EUR 13.1 million, and - A pledge on the operating equipment, stocks and trade receivables. At 31 December 1999 the book value of the operating equipment amounted to EUR 5.4 million, the stocks to EUR 5.2 million and the trade receivables to EUR 9.3 million. In this way, Roltrans had given a total of EUR 33 million of assets as security. Between 1999 and 2003 the value of these assets never fell below the amount of the outstanding borrowings.

In the context of a takeover by Sioen Industries in March 2003 the guarantee was renewed on 23 December 2002, even though the previous guarantee had not yet expired. The total value of assets given by Roltrans as security at that time therefore amounted to EUR 27.2 million, adequately covering the loans received.

NET PROFIT: EUR 6 million

(b) Impact of the guarantee on the way in which Roltrans Group was acquired in 2003.

• 2000 financial year

The acquisition price was EUR 1. With regard to relations with Roltrans Group’s creditors before the acquisition, it can be noted that the Roltrans Group’s outstanding loans were fully covered at all times by collateral from Roltrans itself. Given the banks’ security situation, there was no reason for any change in the relations with the banks. The existence of the guarantee had no influence on the banks’ position. With regard to the other creditors, it can be pointed out that, at the time of the sale, Mr Jean-Jacques Sioen renounced a receivable of over EUR 5 million against the Roltrans Group. 2.2. The supplier credits and the loans

CASH FLOW: (Net profit + depreciation of fixed assets): EUR - 4.4 million

EQUITY: EUR - 2.2 million negative plus a EUR 4.5 million subordinated loan INDEBTEDNESS: Total short and long-term loans of EUR 22.1 million. Supplier and other debts of EUR 10.1 million. Against these debts stand EUR 18.7 million of fixed assets, EUR 6 million of stocks and EUR 9.2 million of customer receivables. Other short term assets amount to EUR 2.4 million. BALANCE SHEET TOTAL: EUR 36.2 million TURNOVER: EUR 38.7 million, of which EUR 9.5 million with Sioen Industries

2.2.1. Consequences on equity NET PROFIT: EUR 1.9 million Loans and supplier credits were granted to the Roltrans Group between December 1999 and March 2003. The Roltrans Group’s financial situation can be summarised in the following key figures, taken from the annual accounts as filed: • End of 1999 financial year EQUITY: EUR - 4.2 million negative plus a EUR 4.5 million subordinated loan INDEBTEDNESS: Total short and long-term loans of EUR 20.9 million. Supplier and other debts of EUR 6.8 million. Against these debts stand EUR 18.7 million of fixed assets, EUR 5.1 million of stocks and EUR 9.0 million of customer receivables. Other short term assets amount to EUR 0.3 million. BALANCE SHEET TOTAL: EUR 33.3 million TURNOVER: EUR 34.7 million, of which EUR 9.2 million with Sioen Industries

CASH FLOW: EUR 3.4 million • 2001 financial year EQUITY: EUR - 4.4 million negative plus a EUR 4.5 million subordinated loan INDEBTEDNESS: Total short-term and long-term borrowings of EUR 23.2 million. Supplier and other debts amounting to EUR 12.2 million. Against these debts stand EUR 18.9 million of fixed assets, EUR 5.6 million of stocks and EUR 7.7 of customer receivables. Other short term assets amount to EUR 4.1 million. BALANCE SHEET TOTAL: EUR 36.4 million TURNOVER: EUR 37.9 million, of which EUR 10.1 million with Sioen Industries NET LOSS: EUR -2.2 million

CASH FLOW: EUR -0.5 million • 2002 financial year EQUITY: EUR - 22.6 million negative plus a EUR 4.5 million subordinated loan INDEBTEDNESS: Total short-term and long-term borrowings of EUR 25.1 million. Supplier and other debts amounting to EUR 23.9 million. Against these debts stand EUR 15.3 million of fixed assets, EUR 5.2 million of stocks and EUR 6.7 of customer receivables. Other short term assets amount to EUR 3.8 million. BALANCE SHEET TOTAL: EUR 31 million TURNOVER: EUR 32.6 million, of which EUR 11 million with Sioen Industries NET LOSS: EUR -16 million CASH FLOW: EUR -13.9 million • Financial year 2003 (9 months) TURNOVER: EUR 24.6 million NET LOSS: EUR - 6.2 million CASH FLOW: EUR – 3.3 million • Financial year 2004 TURNOVER: EUR 38.3 million NET LOSS: EUR – 3.2 million CASH FLOW: EUR 1.9 million

The outstanding loans and supplier credits can be detailed as follows: Period

Loans

Loans YTD

Customer credit

Monthly Sioen Sales to Roltrans

sales YTD

Jan-99 Feb-99 Mar-99 Apr-99 May-99 Jun-99 Jul-99 Aug-99 Sep-99 Oct-99 Nov-99 Dec-99 End/99 Jan-00 Feb-00 Mar-00 Apr-00 May-00 Jun-00 Jul-00 Aug-00 Sep-00 Oct-00 Nov-00 Dec-00 End/00 Jan-01 Feb-01 Mar-01 Apr-01 May-01 Jun-01 Jul-01 Aug-01 Sep-01 Oct-01 Nov-01 Dec-01 End/01 Jan-02 Feb-02 Mar-02 Apr-02 May-02 Jun-02 Jul-02 Aug-02 Sep-02 Oct-02 Nov-02 Dec-02 End/02 Jan-03 Feb-03 Mar-03

0,00 0,00 0,00 0,00 2.268.901,08 0,00 2.268.901,08 0,00 1.361.340,65 0,00 907.560,43 -6.806.703,24 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 5.800.000,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 9.400.000,00 -50.000,00 -4.840.000,00

0,00 0,00 0,00 0,00 2.268.901,08 2.268.901,08 4.537.802,16 4.537.802,16 5.899.142,81 5.899.142,81 6.806.703,24 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 5.800.000,00 5.800.000,00 5.800.000,00 5.800.000,00 5.800.000,00 5.800.000,00 5.800.000,00 5.800.000,00 5.800.000,00 5.800.000,00 5.800.000,00 5.800.000,00 15.200.000,00 15.150.000,00 10.310.000,00

3.233.421,91 2.643.979,63 3.347.030,12 2.704.263,84 3.366.242,50 3.385.845,02 2.590.643,98 2.454.071,00 2.280.610,22 1.549.591,95 2.034.317,21 3.627.855,65 3.627.855,65 3.372.985,49 4.188.116,27 4.473.103,52 3.054.576,77 2.977.505,42 3.312.281,90 3.793.633,41 2.621.077,18 2.867.770,63 3.184.838,72 3.849.788,12 4.176.224,61 4.430.532,36 3.818.468,12 4.570.188,05 5.431.784,60 6.140.174,12 3.596.074,37 4.442.398,50 4.653.561,20 5.431.329,50 5.652.847,57 6.599.212,53 7.351.141,78 8.019.802,79 8.019.802,79 8.724.107,77 3.589.272,77 3.803.003,20 4.046.718,70 4.390.148,65 5.226.488,01 5.749.686,69 4.773.904,43 7.424.416,13 8.510.669,95 9.250.605,75 10.298.001,92 10.298.001,92 11.191.994,43 12.190.845,38 13.082.321,09

966.247,09 841.968,67 1.017.660,03 766.144,14 765.560,95 865.471,31 375.464,59 414.623,12 822.033,50 16.907,83 782.258,83 1.607.372,58 0,00 997.273,15 818.908,71 822.536,27 437.129,44 1.207.604,73 603.888,78 503.883,95 706.340,03 898.014,92 929.469,95 1.019.102,63 539.211,72 0,00 880.353,60 751.719,93 861.596,55 710.418,40 946.993,81 896.030,41 709.252,81 875.124,21 892.691,07 1.085.560,92 830.950,88 704.212,90 0,00 704.304,98 665.221,68 567.200,14 821.946,18 723.137,58 1.086.882,22 773.181,82 909.384,67 1.217.504,43 1.386.253,82 1.064.935,80 1.047.396,17 0,00 893.992,51 998.850,95 891.475,71

966.247,09 1.808.215,76 2.825.875,80 3.592.019,94 4.357.580,88 5.223.052,19 5.598.516,78 6.013.139,89 6.835.173,39 6.852.081,21 7.634.340,05 9.241.712,62 9.241.712,62 997.273,15 1.816.181,85 2.638.718,12 3.075.847,57 4.283.452,30 4.887.341,08 5.391.225,02 6.097.565,05 6.995.579,97 7.925.049,92 8.944.152,55 9.483.364,27 9.483.364,27 880.353,60 1.632.073,53 2.493.670,08 3.204.088,48 4.151.082,29 5.047.112,70 5.756.365,51 6.631.489,72 7.524.180,79 8.609.741,71 9.440.692,59 10.144.905,49 10.144.905,49 704.304,98 1.369.526,66 1.936.726,80 2.758.672,98 3.481.810,56 4.568.692,78 5.341.874,60 6.251.259,27 7.468.763,70 8.855.017,52 9.919.953,32 10.967.349,49 10.967.349,49 893.992,51 1.892.843,46 2.784.319,17

The loans were granted at market interest rates, viz. average Belgian prime rate + 1%, or Euribor + 1.5%

2.2.2. Corporate advantages and disadvantages of the supplier credit and the loans As stated in the above-mentioned minutes, the supplier credit and loans had the effect of temporarily raising Sioen Industriesâ&#x20AC;&#x2122; risk profile. Sioen Industries received no remuneration from the Roltrans Group for the guarantee. It should be pointed out here that the Roltrans Group was one of Sioen Industriesâ&#x20AC;&#x2122; most important clients. It is not uncommon for key customers to be given customer credit.

Staff Sioen Industries Group staff The growth in the Sioen Industries group in 2004 (turnover +14.23 %) has not led to an increase in employment (-4%). On December 31, 2004 Sioen Industries employed 4,500 persons worldwide, compared with 4,689 at the end of December 2003. A rise of EUR 4 million in personnel costs can be observed over the entire year. This increase can be ascribed fully to the companies taken over in 2003 which have now been included in the consolidation for 12 months. Personnel costs as a percentage of turnover fell from 19.98% to 18.93%.

19,38%

China

0,31%

Germany

0,69%

France

6,44%

Ireland

0,82%

Indonesia

The growth in the Processing Division also led to a rise in the number of staff there to 766 employees (+8%). This rise can primarily be felt in Belgium, with growing employee complements at Nordifa, which specializes in filters and filter cloths (+17 employees), and Coatex (+8 employees).

42,69%

The Netherlands Poland

0,31% The group’s various divisions and plants receive group services support in personnel management, financial and treasury management, budgeting, ICT and legal affairs from the group holding company Sioen Industries n.v. in Ardooie (B). This service structure is reinforced each year. On December 31, 2004 there were 49 employees working at group level (+ 11%).

11,80%

Portugal

0,51%

Tunisia

16,11%

0,73%

USA

0,20%

Personnel per division: ion s ion ion ivis s s ce i i D iv iv g rvi D D n e i l S ss re ng p ce ati pa ou Gr Ap Pro Co

17%

The Coating Division remained stable in 2004 with 764 employees. EMB and Inducolor are already included in the Coating Division figures in both years. There was no significant change in staff in these companies either. The Coating Division is capital intensive and production is located in various plants in Belgium, France and Portugal. On December 31, 2004 the Apparel Division had 2,921 employees, a fall of 8%. The decrease reflects rationalization and automation in production workshops in Indonesia and Tunisia. Indonesia employs the majority of staff in the Apparel division with 1,921 employees, followed by Tunisia, which accounts for 725 jobs. The Apparel division continues to invest in high-tech production and design resources and highly qualified staff.

Personnel per country: Belgium

In 2004 the Sioen Industries Group has 4,500 employees, 3,638 of them with “worker” status and 862 with “salaried employee” status, or a ratio of 81% workers to 19% salaried employees.

65%

17%

Sioen Industries has employees in 15 different countries: Belgium, China, Germany, France, Ireland, Indonesia, Portugal, Tunisia, UK, the Netherlands, Poland, USA, Austria, Denmark and Finland.

Environmental policy The groupâ&#x20AC;&#x2122;s pro-active environmental policy meets all legal standards and is based on two pillars: emissions and recycling & energy recovery techniques. The group invests every year in minimizing the emission of harmful substances. In so doing it applies stricter standards than those required by law. Sioen Industries invests in post-combustion installations in both existing and new plants, which enable it to reach near-zero emission levels and make maximum use of thermal recovery for heating the ovens for the coating lines. The group is making increasing use of recycling and energy recovery techniques: For example, the distillation column at the Sioen Fabrics plant in Mouscron reduces emissions to a minimum and produces substantial savings through the maximum recovery of raw materials. The site in Ardooie is also equipped with a distillation column for the maximum recovery of cleaning solvents.

Quality Quality is a guiding principle for all Sioen Industries group employees in the performance of their work. The quality policy includes a permanent process of improvement where everything is done for the customer’s benefit. At Sioen Industries, everybody is aware that the company goals can only be achieved in a company culture where the customer takes central stage. Our success largely depends on the quality of our products and services and on the competence and motivation of our staff. Quality monitoring requires an approach in which the quality of the product supplied must fulfil the customer’s most exacting criteria. Sioen Industries not only checks the end product but as a matter of quality policy ensures effective monitoring throughout the production process. This monitoring starts with the screening of suppliers from whom a constant level of quality is demanded. Sioen Industries also employs the necessary specialists to carry out permanent monitoring on the shop floor and random sample checks. The group uses the most modern communication techniques and software in this process. Fulfilling strict quality criteria is not just a challenge on the work floor. Permanent support by our own research laboratories is part of the active quality policy. In the central Research & Development Centre at the Ardooie site all of the group’s research activities are be concentrated. In addition to supporting production this centre is also responsible for developing and marketing new products and production techniques. The Apparel Division has met ISO 9001 standards since 1996. It has also won AQAP-120 certification, the quality label for military tenders. Thanks to a constant concern for quality the Coating Division was one of the first coaters to acquire the ISO 9001 certificate.

However, Sioen Industries pays attention not just to the quality of its products. The necessary care is also given to achieving a quality working environment. The creation of a stimulating working climate in which everyone has the opportunity to develop their capacities to the full is one of the cornerstones of the Sioen Industries group. A flat corporate structure ensures that information flows smoothly from the executive directors to the shop floor, enabling decisions to be taken quickly and accurately.

R&D Research and Development (R&D) is vital for a company like Sioen. Staying ahead in the market means investing permanently in research and development. This is why the group built a central R&D unit at the groupâ&#x20AC;&#x2122;s Ardooie headquarters. Here, professionals focus on product development and innovation and on process enhancement. Product optimisation is a constant factor. As well as boasting the most modern facilities, this research operation can also pride itself on its employeesâ&#x20AC;&#x2122; expertise and experience. The Sioen Industries group R&D team cooperates closely with various national and international universities, European research institutes and scientific funds. Apart from this central R&D unit Sioen has a further ten research centres worldwide. The main production sites each have their own laboratory where specific research and product tests are carried out. The work done by the various research centres is coordinated and steered from the R&D centre in Ardooie. Here Sioen employs 34 persons and the total operation cost amounts to 1,7 million EUR (excluding production time and costs).

Share information Listing To enable Sioen Industries to maintain its rapid growth and in the conviction that a transparent policy would further strengthen the group’s potential for growth, its shares were introduced to the Brussels Stock Exchange Spot Market (double fixing) on October 18, 1996. A year later the shares were listed on the semi-continuous segment of the Futures Market before being quoted, since March 11, 1998, on the continuous segment of the Brussels futures market, which has in the meantime become Euronext Brussels. At present 8,026,060 shares or 37.5% of the total number of shares are distributed among the public. 62.5% are controlled by the Sioen family through the Sihold n.v. holding company. Evolution of the share The share reached its highest price for the year on October 8, 2004 at EUR 10.70. The year-end share price of EUR 10.29 was 35% above the lowest price for the year of EUR 8.24 on January 2, 2004. The waning interest in Belgian small caps is reflected both in Sioen Industries’ price trend and in traded volumes. Through a combination of steady turnover, cash flow and profit growth, entry into the Next Prime segment and an active communication policy, we are seeking to pro-actively stimulate investor interest. Market capitalization was EUR 220.1 million on December 31, 2004.

Indices In mid June 2000 the Sioen Industries share was included in IN.flanders®, a new share index composed of the 100 principal employers in Flanders quoted on the Stock Exchange. The selection and weighting of the companies in the index are determined on the basis of employment using the following criteria: • the number of staff in Flanders (for subsidiaries of foreign companies) • the number of staff worldwide (for Flemish companies) • the evolution of employment in Flanders for subsidiaries or worldwide for Flemish companies. The Sioen Industries share of this index is 1.26% (01/02/05). Since March 1998 the share has also been included in the investment register compiled by Ethibel, an independent consultancy and audit agency for socio-ethical and ecological investments.

SHARE PRICE

250.000

200.000

150.000

100.000

50.000

’9 2-1 1 3

1 ’0 2-1 1 3

’0 2-1 1 3

Price

ISIN Euronext code Type Market Segment

BE0003743573 MEP BE0003743573 Mnemo Stock - Ordinary stock - Continuous Euronext Brussels - Eurolist - Local Securities Euronext Prime

Economische groep Cyclical consumer goods Sector Household goods & textile Subsector Other textiles & leather goods Reuters SIOE.BR Bloomberg SIO.BB Datastream B:SIO

’0 2-1 1 3

Volume

BRU SIOE Compartment B (Mid-Caps)

2004: financial communication policy The Sioen Industries share was included in Euronext Brussels in Compartment B (Mid-Caps).

SHAREHOLDER STRUCTURE

62,5%

Dividend policy The Board of Directors endeavours to maintain a payout ratio of over 15% and to increase the dividend after year, keeping the dividend close to cash flow expectations and at the same time rewarding shareholders for their trust in the company.

37,5%

Public

The payout ratio for 2004 is 40.7% compared with 49.8% last year and 35.9% in 2002. At EUR 0.22 gross (0.1650 net) the dividend is 10% higher than last year. The dividend is payable at Dexia Bank, ING-Bank, Fortis Bank and KBC Bank branches from June 10, 2005.

Sihold

Consolidated key figures per share (2) Operating profit Profit on ordinary activities after taxation Net profit (groupâ&#x20AC;&#x2122;s share) Cash flow Consolidated capital and reserves Gross dividend Net dividend Pay-out (%)

2004 EUR 1,39 0,65 0,54 1,68 6,04 0,2200 0,1650 40,7%

2003 EUR 1,27 0,42 0,40 1,74 5,77 0,20 0,15 49,8%

2002 EUR 1,15 0,52 0,47 1,41 5,86 0,17 0,13 35,9%

2001 EUR 1,58 1,27 0,79 1,67 5,79 0,16 0,12 20,2%

2000 EUR 1,52 0,89 0,88 1,52 5,24 0,14 0,11 15,8%

1999 EUR 1,33 0,82 0,87 1,38 4,56 0,12 0,09 14,2%

1998 EUR 0,92 0,58 0,57 0,97 3,73 0,09 0,07 15,7%

1997 EUR 0,75 0,43 0,45 0,71 1,68 0,07 0,05 15,5%

1996 EUR 0,48 0,32 0,32 0,54 1,26 0,05 0,04 14,5%

Maximum share price Minimum share price Price at Dec. 31. (3) Change in share price (5) Price/Earnings ratio (5) Price/Cash flow ratio (5) Average daily trading volume (no. of shares) (4) Average monthly trading volume (no. of shares) (4) Annual trading volume (in EUR millions) Number of Sioen Industries shares outstanding (in thousands)(2) Stock market capitalisation (in EUR millions)(5)

10,70 8,24 10,29 35% 19,1 6,1 6.550 137.559 16,2 21.391 220,1

9,16 4,70 8,24 8% 20,5 4,7 4.406 92.895 8,3 21.391 176,3

14,95 6,00 7,65 -33% 16,4 5,4 5.310 112.837 10,4 21.391 163,6

23,51 10,1 11,50 (45%) 14,5 6,9 5.104 107.194 20,7 21.391 246,0

33,65 18,4 20,90 (36,7%) 23,8 13,8 9.548 199.710 63,7 21.391 447,1

47,5 28,5 33,00 (14%) 37,9 23,9 13.216 277.530 122,5 21.391 705,9

43,13 9,92 38,18 283% 67,0 39,4 26.671 557.863 162,6 21.391 816,6

10,68 3,92 9,97 154% 22,1 14,0 20.950 434.762 33,9 19.965 199,0

4,02 3,84 3,92 13% 12,1 7,3 43.410 855.860 8,2 19.965 78,2

Gross dividend Net dividend Pay-out (%)

0,22 0,1650 40,7%

0,20 0,15 49,8%

0,1680 0,1260 35,9%

0,16 0,12 20,2%

0,14 0,11 15,8%

0,12 0,09 14,2%

0,09 0,07 15,7%

0,07 0,05 15,6%

0,05 0,04 15,6%

(2) Recalculated after the 1 to 55 share split on 13/09/96 and the 1 to 10 split on 05/11/98. (3) On March 31, 2005 the price of the Sioen Industries share was EUR 9.65 per share. (4) 1996 data are strongly influenced by the high volumes just after the stock market flotation of 18 October 1996. (5) Price at end-December.

Financial review

INDEX

60/67 68/69 70/71 72 73 74/75 76/81 82/87 89/91 92/93 94 95 96 97 98/99

General information Consolidated balance sheet Consolidated Income statement Funds flow statement Consolidated companies as of December 31, 2004 Consolidation criteria and accounting principles Comments on the consolidated annual accounts Notes to the consolidated accounts IFRS Statutory annual accounts Notes Statutory auditorâ&#x20AC;&#x2122;s report Proposals to the annual meeting Financial calendar Adresses

Commissioner’s reports 65

The statutory auditor Deloitte & Partners Auditors c.v.b.a., represented by G. Verstraete and G. Wygaerts, was appanted on the general shareholders meeting of 2002 for a duration of 3 years. The past years, the have expressed an opinion on the consolidated annual accounts: 2002: Opinion without reservation and with explanatory paragraph The explanotary paragraph is the following: Without undermining our opinion, we draw your attention to the Important Events after December 2002 on page 5 of the annual report and to the notes XV and XVII of the consolidated financial statements. On December 31, 2002, the Sioen group had E 16 Mio of receivables outstanding towards the Roltrans group and had given personal guarantees for bank debt for E 20,8 Mio. The Roltrans group has financial difficulties. Subsequent to yearend, the Roltrans group was acquired. The realization of these amounts depends on the success of the restructuring measures proposed by Sioen. No value reductions or provisions have been recorded in the attached consolidated financial statements for this purpose.

The past years, the have expressed an opinion on the statutory annual accounts of Sioen industries n.v.: 2002: Opinion without reservation and with explanatory paragraph The explanotary paragraph is the following: Without undermining our opinion, we draw your attention to the Important Events after December 2002 in the annual report and to the notes XVII and XX (volume 17 and 28) of the financial statements. On December 31, 2002, the Sioen group had E 16 Mio of receivables outstanding towards the Roltrans group and had given personal guarantees for bank debt for E 20,8 Mio. The Roltrans group has financial difficulties. Subsequent to yearend, the Roltrans group was acquired. The realization of these amounts depends on the success of the restructuring measures proposed by Sioen. No value reductions or provisions have been recorded in the attached consolidated financial statements for this purpose.

2003: Opinion with reservation The reservation is the following:

COMPLEMENTARY AUDITOR’S REPORT TO THE STATUTORY AUDITOR’S REPORT DATED MARCH 25, 2004 ON THE ANNUAL ACCOUNTS FOR THE YEAR ENDING DECEMBER 31, 2003 TO THE GENERAL MEETING OF SHAREHOLDERS

COMPLEMENTARY AUDITOR’S REPORT TO THE STATUTORY AUDITOR’S REPORT DATED MARCH 25, 2004 ON THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEAR ENDING DECEMBER 31, 2003 TO THE GENERAL MEETING OF SHAREHOLDERS

QUALIFIED AUDIT OPINION WITH EXPLANATORY PARAGRAPH

QUALIFIED AUDIT OPINION

On May 24, 2004, new information was brought to our attention from which we can conclude that since September 1999 the Roltans Group was in the sphere of influence of the Sioen family and that Sioen Industries granted on December 20, 1999 a guarantee to the Roltrans Group for an amount of 22 million EUR. These elements were previously not communicated to us by the responsibles of the Company and have consequences on the level of Company Code and on the accounting treatment of the Roltrans Group and the transactions with the Roltrans Group in the consolidated annual accounts for the years 1999 untill 2003.

To the Shareholders, On May 24, 2004, new information was brought to our attention from which we can conclude that since September 1999 the Roltans Group was in the sphere of influence of the Sioen family and that Sioen Industries granted on December 20, 1999 a guarantee to the Roltrans Group for an amount of 22 million EUR. These elements were previously not communicated to us by the responsibles of the Company and have consequences on the level of Company Code and on the accounting treatment of the Roltrans Group and the transactions with the Roltrans Group in the consolidated annual accounts for the years 1999 untill 2003. During 2003 the Roltrans Group was acquired by Sioen Industries NV and a goodwill of 20 million EUR was recognised of which 5,6 million EUR was allocated to land and buildings. Despite the fact that the Board of Directors has determined that the developments relating to the Roltrans Group are in line with the planned results, we are of the opinion that, considering the new elements, the goodwill for an amount of 20 million EUR should be written off. In the consolidated annual report over accounting year 2003, these new elements were not adressed neither from an accounting perspective nor from a Company Code perspective. Considering that we could only start our audit procedures relative to the above mentionned items as from May 24, 2004 we can not certify that there are no other material consequences to the consolidated annual accounts for the year ending December 31, 2003. Based on our examination and the reports of other accountants, with exception for the impacts of what is mentioned above, we are of the opinion that the consolidated financial statements give a fair and true view of the group’s consolidated equity and consolidated financial position as of December 31, 2003, and the consolidated results of its operations for the year then ended, and the information given in the notes to the consolidated financial statements is adequate. May 28, 2004 The Statutory Auditor

To the Shareholders,

Based upon the above, we add a qualification to our auditor’s report with explanatory paragraph dated March 25, 2004. The qualification is as follows: considering that we could only start our audit procedures relative to the above mentioned items as from May 24, 2004 we can not certify that there are no other material consequences to the annual accounts for the year ending December 31, 2003. We wish to complete the additional certifications and information as included in our report dated March 25, 2004 with following statements: • The annual report over accounting year 2003 does not include or adress these new elements neither from an accounting perspective nor from a Company Code perspective. • The regulations of articles 523 and 524 of the Company Code were not repected for transactions with the Roltrans Group since 1999. May 28, 2004 The Statutory Auditor

General information

Registered office and company name (art. 1 and art. 2) The registered office of Sioen Industries, a public limited liability company incorporated under Belgian law, is established at 23 Fabriekstraat, B-8850 Ardooie. The company number is 441.642.780. Incorporation and publication Sioen Industries was incorporated under the name “Sihold” by a deed executed before the notary public Ludovic du Faux in Mouscron on September 3, 1990, published in the annexes to the Belgian Official Journal of September 28, 1990 under number 900928-197. Financial year (art. 36) The financial year starts each year on January 1 and ends on December 31. Duration (art. 4) The company has been incorporated for an indefinite period. Objects of the company (art. 3) The company has for its objects, in Belgium and abroad, in its own name or in the name of third parties, for its own account or for account of third parties: • The weaving of all kinds of fabrics, the coating of fabrics and all other materials, the printing thereof, the manufacture of plastic and plastisized material, the manufacture, purchase and sale, in Belgium and abroad, of material useful for or connected with the said products and raw materials, as well as the manufacture of chemical products and pigments; • The manufacture of ready-to-wear outerwear in woven fabric, the manufacture of all sorts of tailor-made clothing and embroidery; the manufacture of ready-to-wear outerwear in knitted fabrics, as well as of household linen and interior decoration items; the manufacture of wall cladding, the printing and finishing of all fabrics; the manufacture of ready-to-wear items and outfits for men and women; knitwear, embroidery, household and table linen, children’s clothing. The manufacture of safety and high visibility items. The wholesale and retail trade in all the above-mentioned items; • The investment in, subscription for, firm take-over, placement, purchase, sale and trading of shares, bonds, certificates, claims, currencies and other securities, issued by Belgian or foreign companies, which may or may not be trading companies, administrative offices, institutions and associations, with or without (semi-)public law status;

• The management of investments and holdings in subsidiaries, the holding of directorship posts, the giving of advice, management and other services to or in accordance with the activities carried on by the company itself. These services may be provided by contractual or statutory appointment and in the capacity of external consultant or agency of the customer. All of this subject to the company complying with the legal requirements. The company may, in Belgium and abroad, perform all transactions of movable and immovable property that may serve directly or indirectly to expand or promote its undertaking. It may acquire all movable and immovable property, even if this is not directly or indirectly connected with the objects of the company. It may, by any means, take an interest in all associations, affairs, undertakings or companies that have the same, similar or related objects or that are likely to promote its undertaking or facilitate the sale of its products or services, and it may collaborate or merge therewith. Consultation of documents The statutory and consolidated annual accounts of the company and the accompanying reports are filed with the Belgian National Bank. The articles of association and the special reports required by the Companies Act are available from the Clerk’s Office of the Commercial Court of Bruges. Shareholders may request these documents, as well as the annual and half-yearly reports and all information published for the benefit of the shareholders, at the registered office of the company. The half-yearly and annual reports can be downloaded from the website www.sioen.com. History of the capital The history of the capital is included under the heading “Comments on the consolidated annual accounts” on page 78.

Authorized capital The board of directors is authorized, during a period of five years from the publication in the Annexes to the Belgian Official Journal of the deed of amendment of the articles of association of May 30, 2003 (B.O.J. June 17, 2003), to increase the issued capital in one or in several stages by a maximum amount of forty-six million EUR. This authorisation is renewable and is valid for capital increases in cash, in kind and through incorporation of reserves. Today the amount is still fully available. Within the context of the authorized capital, the board of directors is authorized, in the interest of the company and in accordance with the conditions stipulated in Articles 535 and 592-599 of the Companies Act, to cancel or restrict the pre-emptive right that is granted to the shareholders by law. The board of directors is authorized to restrict or cancel the pre-emptive right in favour of one or several persons, even if these persons are not staff members of the company or its subsidiaries. On the occasion of the increase of the issued capital, carried out within the limits of the authorized capital, the board of directors is authorized to demand a share premium. If the board of directors decides to do so, this share premium must be recorded in an undistributable reserve account which can only be reduced or written off by a resolution of the general meeting, passed in the manner required for amendments to the articles of association. Failing an express authorization from the general meeting to the board of directors, the authority of the board of directors to increase the issued capital through contributions in cash, with cancellation or restriction of the pre-emptive right of the current shareholders, or through contributions in kind, shall be suspended from the date of notification of the company by the Banking, Finance and Insurance Commission of a take-over bid for the shares of the company. This authority shall be reinstated immediately after the closing of such a take-over bid. The general meeting of May 31, 2002 has expressly authorized the board of directors to increase the issued capital in one or in several stages, from the date of notification of the company by the Banking, Finance and Insurance Commission of a take-over bid for the shares of the company, through contributions in cash, with cancellation or restriction of the pre-emptive right of the current shareholders, or through contributions in kind, in accordance with Articles 557 and 607 of the Companies Act. This authorization has been granted for a period of three years from the date of publication of this resolution in the Annexes to the Belgian Official Journal (B.O.J. June 28, 2002), and is renewable.

Acquisition of own shares The general meeting of May 28, 2004 has expressly authorized the board of directors, in accordance with the provisions of the Companies Act, to acquire or have the disposal of its own shares or participating certificates, if the acquisition thereof is necessary to avoid an impending serious detriment to the company. This authorization shall be valid for a period of three years from the publication of the above-mentioned resolution in the Annexes to the Belgian Official Journal (B.O.J. June 23, 2004). The general meeting of May 28, 2004 has authorized the board of directors, in accordance with Articles 620- 623 and 625 of the Companies Act, to acquire its own shares through purchase or exchange, up to the maximum number permitted by law and at a price equal to the market value of the shares. This authorization is valid for a period of eighteen months from the publication of this resolution in the Annexes to the Belgian Official Journal (B.O.J. June 23, 2004), and is renewable.

Consolidated balance sheet

(IN THOUSANDS EURO)

ASSETS DECEMBER 31

Notes

Fixed assets II. Intangible assets III. Consolidation differences IV. Tangible assets A. Land and buildings B. Plant, machinery and equipment C. Furniture and vehicles D. Leasing and other similar rights E. Other fixed assets F. Assets under construction and advance payments V. Financial assets B. Other investments 2. Amounts receivable Current assets VI. Amounts receivable after one year VII. Inventories and contracts in progress A. Inventories 1. Raw materials and consumables 2. Work in progress 3. Finished goods VIII. Amounts receivable within one year A. Trade debtors B. Other amounts receivable IX. Cash deposits B. Other investments and deposits X. Cash at hand and in bank XI. Deferred charges and accrued income

Total assets

VIII. XII. IX.

2004 (000) EUR

2003 (000) EUR

2002 (000) EUR

167.054

175.785

153.100

3.108 32.061 131.176 44.216 59.695 2.376 15.388 9.350 151 709 709 709

1.137 31.263 142.256 43.397 70.107 2.610 16.556 9.580 6 1.129 1.129 1.129

1.059 18.186 133.278 37.858 70.805 2.680 14.004 0 7.931 577 577 577

164.731

170.984

178.698

0 72.277 72.277 27.814 9.672 34.791 75.363 67.220 8.143 1.963 1.963 12.823 2.305

1.814 80.375 80.375 26.076 14.772 39.527 75.299 63.194 12.105 1.233 1.233 10.210 2.053

34 68.893 68.893 22.945 11.161 34.787 93.346 73.476 19.870 1.229 1.229 12.940 2.256

331.785

346.769

331.798

LIABILITIES DECEMBER 31

Notes

2004 (000) EUR

2003 (000) EUR

2002 (000) EUR

129.180

123.511

125.251

46.000 84.395 (6.482) 5.267 0

46.000 79.773 (7.315) 5.053 2.298

46.000 76.722 (2.807) 5.336 2.025

Provisions, deferred taxes and contingent tax liabilities

7.656

9.662

9.097

IX.

2.386 79 0 2.307 5.270

3.113 390 1.344 1.379 6.549

2.335 0 1.483 852 6.762

194.949

211.298

195.425

68.571 68.379 14.067 54.312 192 125.495 24.293

88.967 88.967 15.309 73.658 0 120.489 22.085

95.035 95.035 16.488 78.547 0 99.270 21.706

39.751 39.751 34.190 34.190 15.154

48.507 48.507 27.471 27.471 16.317

32.057 32.057 26.937 26.937 12.323

6.549 8.605 12.107 883

9.823 6.494 6.109 1.842

6.125 6.198 6.247 1.120

331.785

346.769

331.798

Capital and reserves I. IV. VI. VII. VIII.

Capital Consolidated reserves Translation differences Investment grants Minority interests

A. Provisions for liabilities and charges 1. Pensions and similar obligations 2. Taxation 4. Other liabilities and charges B. Deferred taxes and contingent tax liabilities

XI.

VI.B.

Creditors X.

Amounts payable after one year A. Financial debts 3. Leasing and other similar obligations 4. Credit institutions C. Advance payments received on orders XI. Amounts payable within one year A. Current portion of amounts payable after one year B. Financial debts 1. Credit institutions C. Trade debts 1. Suppliers E. Taxes, remuneration and social security 1. Taxes 2. Remuneration and social security F. Other amounts payable XII. Accrued charges and deferred income Total liabilities

XIII.

Consolidated income state

(IN THOUSANDS EUR)

YEARS ENDED DECEMBER 31

Operating income A. Turnover B. Variations in stocks of finished goods, work and contracts in progress (increase +, decrease -) D. Other operating income II. Operating charges A. Raw materials, consumables and goods for resale 1. Purchases 2. Variations in stocks (increase -, decrease +) B. Services and other goods C. Remuneration, social security costs and pensions D. Depreciation of formation expenses, intangible and tangible fixed assets and other amounts written off E. Written off stocks, contracts in progress and trade debtors (increase +, decrease -)

Notes

Provisions for liabilities and charges (increase +, decrease -) G. Other operating charges III. Operating profit IV. Financial income A. Income from financial fixed assets B. Income from current assets C. Other financial income V. Financial charges A. Interests and other debt charges B. Amortisation of consolidation differences D. Other financial charges Financial result VI. Profit on ordinary activities before taxation

XIV.A.

XIV.B. XIV.C.

XIV.C.

2004 (000) EUR

2003 (000) EUR

2002 (000) EUR

303.403 311.611 (10.443)

287.942 272.787 10.096

231.636 237.731 (7.965)

2.235 (273.606) 140.095 141.747 (1.652) 50.020 58.990

5.059 (260.712) 132.867 135.895 (3.028) 43.666 54.474

1.870 (207.037) 104.988 105.739 (751) 34.157 47.048

20.114 981

19.322 5.626

18.302 1.208

(1.081)

613

(1.305)

4.487 29.797 5.578 0 253 5.325 (16.379) 7.012 3.085 6.282 (10.801) 18.996

4.144 27.230 6.757 0 1.512 5.245 (17.767) 9.031 2.783 5.953 (11.010) 16.220

2.639 24.599 5.667 1 516 5.150 (14.377) 7.188 1.482 5.707 (8.710) 15.889

SIOEN INDUSTRIES CONSOLIDATION

2004 (000) EUR

2003 (000) EUR

20002 (000) EUR

VI. Profit on ordinary activities before taxation VII. Extraordinary income F. Other extraordinary income VIII. Extraordinary charges D. Provisions for extraordinary liabilities and charges F. Other extraordinary charges Extraordinary result

18.996 271 271 (2.464) 545 1.919 (2.193)

16.220 131 131 (1) 0 1 130

15.889 61 61 (894) 0 894 (833)

IX. Profit before taxation X A. Transfer from deferred taxes and contingent tax liabilities B. Transfer to deferred taxes and contingent tax liabilities XI. Income taxes A. Current income taxes for the year B. Adjustment of income taxes and write-back of tax provisions

16.803

16.350

15.056

626 1.302

518 (2.057)

1.717 (2.414)

(6.351) (7.650) 1.299

(5.843) (6.002) 159

(3.891) (3.984) 93

(4.423)

(7.382)

(4.588)

12.380 827 11.553

8.968 384 8.584

10.468 462 10.006

Total taxes XIV. Consolidated profit for the year A. Minority interest B. Profit for the group

Notes

Funds flow statement

FUNDS FLOW STATEMENT (in thousands EUR)

OPERATING ACTIVITIES Part of the group in the consolidated profit for the year Minority interest in the consolidated profit for the year Depreciation Written off other current assets Depreciations other intangeable assets Increase (decrease) of provisions Increase (decrease) of deferred taxes and contingent tax liabilities Net decrease of investment grants Change in working capital CASHFLOW FROM OPERATING ACTIVITIES INVESTING ACTIVITIES Investment in tangible and intangible assets Investment in financial fixed assets Changes in consolidation scope Increase of consolidation differences CASHFLOW FROM INVESTING ACTIVITIES

CASHFLOW BEFORE FINANCING ACTIVITIES FINANCING ACTIVITIES Net increase of investment grants Increase long term debt Repayments on long term debt Changes in short term financial debt Gross dividends and emoluments paid CASHFLOW FROM FINANCING ACTIVITIES Translation difference NET CASH FLOW Cash at beginning of the period Cash at end of period

2004 EUR

2003 EUR

2002 EUR

11.553 827 23.200 981 (536) (192) (1.844) (882) 15.771

8.584 383 22.105 5.626 0 778 (213) (283) 3.647

10.006 463 19.784 1.208 0 (1.320) (1.108) (680) (2.662)

48.879

40.627

25.691

(9.093) 419 (1.912) (3.884)

(12.011) (551) (16.369) (15.859)

(34.400) 190

(14.470)

(44.790)

(33.996)

34.410

(4.163)

(8.305)

1.660 15.000 (33.189) (8.756) (5.643)

0 16.566 (22.254) 16.451 (4.818)

0 33.384 (17.975) 6.322 (4.732)

(30.929)

5.945

16.999

(137) 3.344 11.443 14.787

(4.507) (2.725) 14.168 11.443

(3.146) 5.547 8.621 14.168

213

(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (12) (13) (14)

On December 6, 2000 Sioen Fabrics n.v. was renamed Sioen Coating Distribution n.v. Consolidated from January 10, 2000 onwards. The offical name is: Sioen Coated Fabrics Shanghai Trading Ltd. The official name is: Gairmeidi Caomhnaithe Dhun na nGall Teoranta. Consolidated from Juin 6, 2000 onwards. Consolidated from October 17, 2000 onwards. Consolidated from May 15, 2000 onwards. Consolidated from February 28, 20001 onwards. Consolidated from June 27, 2001 onwards. Consolidated from January 31, 2001 onwards. Consolidated from October 3, 2002 onwards. New in the consolidation since March 24, 2003. New in the consolidation since May 1, 2003.

Consolidated companies as of December 31, 2004 73

FULLY CONSOLIDATED SUBSIDIARIES BELGIUM Coatex n.v. European Masterbatch n.v. Sioen Coating n.v. Sioen n.v. Sioen Coating Distribution n.v. (1) Sioen Fabrics s.a. Sioen Fibres s.a. Siotec b.v.b.a. Tis n.v. Ver anneman Technical Textiles n.v. Sioen Nordifa s.a. (8) Inducolor s.a. (9) CHINA Sioen Shanghai (2) (3) GERMANY Sioen GmbH Giesemann LKW Planen GmbH (13) FRANCE Sioen France s.a.s. Saint Frères s.a.s. Saint Frères Confection s.a.s. SIP Protection s.a.s. (10) Bacam s.a.s. (12) Pennel Automotive s.a.s. (14) IRELAND Donegal Protective Clothing Ltd. (4) INDONESIA P. T. Sioen Indonesia P. T. Sungintex LUXEMBURG Sirec s.a. Monal s.a. (13) PAYS-BAS Roland International B.V. (13) POLOGNE Roltrans Group Polska SP. Z.O.O. (13) PORTUGAL Siofab s.a. (5) TUNESIA Sioen Tunisie s.a. Confection Tunisienne de Sécurité s.a. Sioen Zaghouan s.a. (6) UNITED KINGDOM Sioen UK Ltd. Mullion Manufacturing Ltd. (7) Roland Tilts UK Ltd. (13) UNITED-STATES Roltrans Group America Inc. (13)

Chair

VAT-number

Percentage

Poperinge Bornem Ardooie Ardooie Ardooie Moeskroen Moeskroen Ardooie Kerksken (Haaltert) Ardooie Luik Meslin-L’Evêque

BE 434.140.425 BE 421.485.289 BE 402.753.106 BE 478.652.141 BE 436.241.167 BE 458.801.684 BE 463.789.464 BE 424.304.823 BE 405.085.064 BE 429.387.623 BE 474.276.154 BE 400.685.125

100,00% 100,00% 99,47% 99,47% 100,00% 100,00% 100,00% 99,47% 100,00% 100,00% 100,00% 100,00%

Shanghai

100,00%

Werthe Werthe

DE 811299457 DE 812873033

96,00% 100,00%

Narbonne Flixecourt Flixecourt Foix Flixecourt Roubaix

FR 49300774767 FR 76408448850 FR 44408449098 FR 41394215511 FR 39443613310 FR 53448273615

99,47% 99,97% 100,00% 100,00% 100,00% 100,00%

Derrybeg

IE 4621355M

99,47%

Jakarta Jakarta

100,00% 100,00%

Luxemburg Luxemburg

100,00% 100,00%

Tegelen

NL 003812522B01

100,00%

Konin

100,00%

Santo Torso

NIF 505046644

100,00%

Tunis Tunis Zaghouan

99,83 % 99,47% 99,50%

Chorley Scunthorpe Bradford

GB 732.4071.62 GB 365.1873.34 GB 311.746.186

100,00 % 100,00 % 100,00 %

Arlington

100,00 %

Ukraine, Rivne Nederland,Tegelen USA, Aberdeen

60,00% 100,00% 100,00%

Not consolidated subsidiaries because of minor importance: JV Roland-Ukraine Roltrans Group B.V. Sioen USA Inc.

Consolidation criteria and accounting principles

Accounting principles General The accounting principles comply with Belgian accounting law, which has been adapted to the provisions of the Seventh ECDirective. Consolidation criteria In the consolidated annual accounts, the assets and liabilities, rights and commitments, as well as the income and charges of Sioen Industries and its subsidiaries are entirely incorporated in the consolidation. Subsidiaries are companies over which Sioen Industries directly or indirectly has a decisive influence. All significant amounts payable to and receivable from those companies, and the transactions between those companies are eliminated in the consolidated annual accounts. Specific The annual accounts of the consolidated companies have been drawn up in accordance with the following accounting principles and translation rules. INTANGIBLE ASSETS Intangible assets comprise chiefly the historical cost of trademarks and software licences. Trademarks are written off over their contractual term, if applicable, or over their estimated life cycle, with a maximum of ten years. Software licences are written off over three years from the moment they come into operation. Research and development costs are charged immediately to the results. CONSOLIDATION DIFFERENCES The Group acknowledges a consolidation difference on its holdings for the positive difference between the historical cost and the value of the net assets acquired, calculated on the basis of the uniform accounting principles of the Group. Insofar as possible, consolidation differences are applied to the relevant assets and/or liabilities. For each participation, the board of directors decides the amortisation period of the consolidation differences, according to the estimated period of realisation. In accordance with Article 139 of the Royal Decree of January 30, 2001 this consolidation difference was determined for the

first consolidation at June 30, 1992 on the basis of the value of the net assets as at January 1, 1991, which is the starting date of the financial year concerned by these first consolidated annual accounts. In order to take account of the realisation period of the goodwill paid, this consolidation difference is written off over 20 years according to the straight-line method. The positive consolidation differences at the acquisition of P.T. Sungintex and TIS n.v. in 1998, of Veranneman Technical Textiles n.v. 1999 and of Inducolor s.a. in 2001, are written off according to the straight-line method over 20 years, because of the size and strategic interest of these acquisitions. The consolidation differences of the Roltrans Group, Coatex and Saint-frĂ¨res Confection are written off over 10 years. This because of the strategie importance of these companies. The consolidation differences of the less strategic acquisitions of Mullion Manufacturing Ltd. in 2000 and of Sip protection and Vidal protection in 2001 are written off over 5 years. TANGIBLE ASSETS The land is valued at historical cost, including the additional costs, and is not written off. The other tangible assets are valued at historical cost, including the additional costs. They are written off according to the straight-line method by the percentages shown below. Assets Percentage Buildings 5% - 10% Plant, machinery and equipment 10% - 20% Vehicles 20% Office equipment and furniture 20% - 33% Assets under construction are not written off Leasing and other similar obligations are written off by de percentages of the linked asset, shown above. FINANCIAL ASSETS The financial assets are valued at historical cost. Deprecations are recorded if they are permanent.

STOCKS Raw materials and consumables are valued at historical cost or at market price, whichever is lower. The historical cost is determined according to the FIFO method. Work in progress and finished goods are valued at prime cost. The prime cost comprises the direct and indirect production costs. Old stocks and stocks with a slow turnover are written down. RECEIVABLES AND PAYABLES Receivables and payables are valued at nominal value. Receivables are written down if there is uncertainty about their payment on the due date. PROVISIONS Provisions are being constituted for obligations and all other clearly defined risks, of which the existence at closing date is probable or sure and of which the amounts can be accurately estimated. The values are in-cluded if the amounts are due in the long term. The provision for stock option plans is constituted for all granted options for the amount of the value on balance sheet date of the shares included in the option, less the striking price per option. DEFERRED TAXES AND CONTINGENT TAX LIABILITIES Deferred taxes are recorded on the untaxed reserves and the investment grants, included in the consolidated equity. Contingent tax liabilities are recorded for the future fiscal effect of all temporary differences between the book results and the fiscal results of the consolidated companies. The current tax rates are applied in the calculation of the deferred taxes and contingent tax liabilities. Deferred tax demands are recognised for the future tax effect of transferable liquid fiscal losses and tax credits, except when the realisation of delayed tax demands is uncertain.

Translation of foreign exchange The annual accounts of the foreign companies are translated into EUR as follows: • the assets and liabilities, except for the capital and reserves, are translated at the exchange rate of the European Central Bank on balance sheet date; • the elements of the capital and reserves are translated at the transaction exchange rate. • the income statement is translated at the average exchange rate of the year. The difference between the transaction exchange rate and the exchange rate on balance sheet date results in translation differences, which are directly incorporated in the capital and reserves under the heading “translation differences”. All receivables and payables in foreign exchange existing at the end of the financial year are valued in the annual accounts of the consolidated companies at the exchange rate on balance sheet date, except for specifically hedged sums, which are translated at the contractual exchange rate. All positive and negative translation differences are incorporated in the income statement. Appropriation of profit The consolidated annual accounts are drawn up after appropriation of the profit of Sioen Industries and before appropriation of the profit of the subsidiaries.

Comments on the consolidated annual accounts

AS OF DECEMBER 31, 2004 BALANCE SHEET Consolidation Differences On December 31 2004 the consolidation differences amounted to EUR 32,1 million and break down as follows (after depreciation):

(in millions)

EUR

First consolidation difference Consolidation difference acquisition P.T. Sungintex (1998) Consolidation difference acquisition TIS n.v. (1998) Consolidation difference acquisition Veranneman TT n.v. (01/10/99) Consolidation difference acquisition Mullion Manufacturing Ltd. (17/10/00) Consolidation difference acquisition Vidal s.a.s. (01/02/01) Consolidation difference acquisition Sip Protection s.a.s. (27/03/01) Consolidation difference acquisition Inducolor s.a. (29/06/01) Consolidation difference acquisition Roltrans Group (24/03/03) Consolidation difference acquisition Siofab (01/02/03) Consolidation difference acquisition Coatex (23/12/04) Consolidation difference acquisition Plastylon (01/04/04)

1,9 1,1 7,1 1,8 0,1 0,1 0,1 3 13,8 0,1 2,9 0,1

Overview of the acquisition of participations: (in EUR millions) 2004 2003 EUR EUR Roltrans Group 0,0 Siofab 0,2 Coatex 5,8 Plastylon 1,9

Intangible Assets Intangible assets increased by EUR 1.97 million to EUR 3.1 million. Investment in intangible assets amounted to EUR 1.9 million; primarily the goodwill on the acquisition of Plastylon by Pennel Automative and EUR 0.8 million of software licences. Plastylon specializes in producing vinyl and PVC coverings for sliding and fixed walls and ceilings. In both 2002 and 2003 it invested EUR 0.7 million in software licences. Sioen Industries is not significantly bound by any patent or licence. None of the commercial or financial agreements entered into or any of the production processes used could potentially place Sioen Industries in a position of dependency or (negatively) affect its activities or profitability. Tangible Assets In 2004, tangible assets reduced by a net EUR 11.1 million, compared with increases of EUR 8,9 million in 2003 and 16 million in 2002. This reduction breaks down as follows: (in millions) Net investments (1) Depreciation in 2004 Other

EUR 7,1 (19,0) 0,8

(1) net investments = acquisitions â&#x20AC;&#x201C; sales and disposals and the related booking out of depreciation

2002 EUR

All land of the important subsidiaries is fully owned and unencumbered

The investments can be allocated to the divisions as follows: (in millions)

Coating Division Apparel Division Processing Division Group services Total

2004 EUR

2003 EUR

2002 EUR

2001 EUR

2000 EUR

5,5 0,9 0,2 0,5 7,1

10,0 1,2 0,3 0,3 11,8

25,3 3,5 1,7 0,1 30,6

21,8 5,3 0 0 27,1

21,2 3,8 1,8 0,6 27,4

1999 1998 EUR EUR 20,2 4,8 3,1 0,2 28,3

17,6 2,3 1,7 0,8 22,4

1997 EUR

1996 EUR

12,4 1,5 1,4 0,3 15,6

10,2 0,7 0,1 0 11,0

Net investments 1994 – 2004 (in millions)

2004 EUR Land and buildings 1,0 Equipment / machinery 4,8 Furniture / rolling stock 1,1 Leasing 0,1 Immovable assets under construction 0,1 Total investments equipment immovable assets 7,1 Acquisitions / participations 0

2003 EUR 2,4 8,5 0,9 0,0 0,0 11,8 16,4

2002 EUR 1,9 8,7 0,6 3,8 15,6 30,6 0

2001 EUR 3,5 10,0 0,8 0 12,8 27,1 7,1

2000 EUR 5,1 19,8 1,5 0,2 0,8 27,4 0,7

1999 EUR 4,4 10,0 0,6 9,2 4,1 28,3 4,5

1998 EUR 4,4 8,4 1,0 0,4 8,2 22,4 14,1

1997 EUR 6,2 8,4 1,0 15,6 -

1996 EUR 2,1 8,3 0,6 11,0 0,1

Chronological overview of major investments 1996 Investment in new transfer coating line at Sioen Fabrics, Mouscron 1997 Completion of the transfer coating line in Mouscron Initial investment in a new weaving mill in Mouscron Investment in the transfer coating line in Mouscron 1998 Investment in Coatex operating building in Poperinge New direct coating line at Saint Frères, France Completion of the weaving mill at Mouscron Initial investment in a new spinning mill at Mouscron (fixed assets under construction); Acquisition of TIS n.v., Belgium and PT Sungintex, Indonesia 1999 Investment in the spinning mill Apparel division central dispatching unit in Mouscron. Extension of the EMB operating building in Bornem Replacement investments following fire damage at the Coating division at Ardooie in January ’99. Acquisition of Veranneman Technical Textiles n.v. Start up of Sioen UK sales office (Apparel division) 2000 Completion of investment in the spinning mill Operational investments in new manufacturing shops in Tunisia and Indonesia Initial investments to extend the Ardooie site (Building of Veranneman Technical Textiles production shop and Research & Development Centre) Acquisition of Mullion Manufacturing Ltd., UK Acquisition of Siofab, Portugal; Setting up of Sioen Shanghai sales office (Coating division)

2001 Acqusition of Sioen Nordifa S.A., Sip Protection S.A.S.,Vidal S.A.S., Inducolor N.V. Investment to double capacity at the Sioen Fibres spinning mill at Mouscron the new transfer coating line at Sioen Fabrics, Mouscron R&D-centre at Sioen N.V. in Ardooie New looms at Veranneman Technical Textiles, Ardooie 2002 Completion of capacity doubling at the Sioen Fibres spinning mill, Mouscron Completion of new transfer coating line at Sioen Fabrics, Mouscron New extrusion line, Ardooie Acquisition of Bacam (EUR 0.3 million), France 2003 Additional looms Sioen Fabrics, Mouscron Extrusion line, Ardooie Acquisition of Pennel Automotive and Roltrans Groep 2004 Additional looms Tis Machinery and infrastructure Pennel Automotive Modernization of coating line at Saint Frères, France

Working capital(1) (1) Working capital = financial fixed assets + current assets (excl. cash deposits and cash at bank and in hand) - non-financial amounts payable within one year – accrued changes and deferred income.

By careful management of this area, Sioen has succeeded in reducing its working capital to 28.3% of turnover in 2004 from 39.9% in 2003 and 49.9% in 2002. Working capital fell by a spectacular 18.9% in 2004 to EUR 88.3 million, after reducing by 8.1% to EUR 108.9 million in 2003 and by 1.2% to EUR 118.5 million in 2002. Trade debtors rose by 6.4% in 2004, compared with a fall of 13.99% in 2003 and a rise of 5.5% in 2002. This item now represents 20.3% of the balance sheet total (18.2% in 2003 and 22.1% in 2002). With an active policy of maintaining control of working capital, inventories on the other hand fell by 10.1%, compared with a 16.6% rise in 2003 following the major acquisitions of that year. They now represent 21.8% of total assets they fell to 21.8% compared with 23.2% in 2003 and 20.8% in 2002. ), this due

to an active working capital policy. ‘Trade debts payable within one year’ rose by 24.5% (2003: + 2%; 2002: - 3.7%). This too reflects the move to control working capital, the intention being to achieve a relative balance between trade receivables and trade debts. The other debts increased with 6 million EUR compared to 2003, mainly due to the acquisition of Coatex. Short-term financial debts fell to EUR 39.8 million (2003: 48.8 million; 2002: 32.1 million). Capital and reserves At December 31, 2004, the capital of Sioen Industries n.v. consisted of 21,391,070 ordinary shares without nominal value. Both the capital and the number of shares remained unchanged in 2004. After payment of the proposed dividend by the parent company, capital and reserves at December 31, 2004 amount to EUR 129.2 million (2003: EUR 123.5 million; 2002: EUR 125.3 million). The investment grants consist mainly of subsidies from the Walloon Region for the investments in the weaving mill (38% of the total investment amount) and the spinning mill (17% of the total investment) in Mouscron. An additional investment grant of EUR 1.6 million from the Walloon Region was recorded for a coating

Risk spread of customers (000 EUR)

Customer A Customer B Customer C Customer D Customer E Other Total

4.593 1.634 1.346 1.233 1.016 57.400 67.220

2004 7% 2% 2% 2% 2% 85% 100%

Outstanding 2003 5.583 9% 1.655 3% 1.351 2% 1.120 2% 805 1% 52.679 83% 63.194 100%

12.513 4.258 2.815 4.610 3.464 283.951 311.611

2004 4% 1% 1% 1% 1% 86% 100%

Turnover 2003 11.705 4% 1.996 1% 4.064 1% 2.777 1% 2.828 1% 249.416 92% 272.787 100%

Due to the relative concentration of creditrisks as shown above, the company has decided to cover the risks as from 1/4/2005 with a stop loss credit insurance.

History of the capital(1) Date

03/09/1990 14/11/1991 13/09/1996 09/10/1998 05/11/1998 04/02/1999 04/02/1999

Type of transaction

Amount of the nominal capital

Number of shares

Establishment Capital rise Share division per 55 Capital rise in cash Share division per 10 Capital rise through incorporation of the reserve Conversion in EUR

230.000.000 BEF 363.000.000 BEF 363.000.000 BEF 1.853.243.150 BEF 1.853.243.150 BEF 1.855.635.400 BEF 46.000.000 EUR

23.000 36.300 1.996.500 2.139.107 21.391.070 21.391.070 21.391.070

(1) Information based on the coordinated bye-laws updated up to 30 April 2003.

line in Mouscron. The investment grants item rose by a net EUR 0.2 million. EUR 2.6 million of deferred taxation in respect of the investment grants is recorded under liabilities heading IX.B. Interests of third parties At the end of financial year the company bought out the 25% minority shareholders in Coatex, Saint Frères Confection and Bacam. Minority interests at December 31, 2005 were still EUR 2.3 million. The minority interest in the net profit for 2004 is EUR 0.8 million. Provisions The 2.3 million of provisions for other liabilities and charges consist mainly (EUR 0.9 million) of provisions in TIS n.v. relating to legacy environmental risks from before the takeover. Other environmental risk provisions have been set up at Sioen Coating n.v. (EUR 0.2 million) and at SIP Protection (France) (EUR 0.2 million). A EUR 0.54 million provision has been set up at Giesemann (Roltrans Group) for redundancy payments. No provisions needed to be set up in respect of allocations under the 1999 and 2000 share option plans. The provision for taxes (EUR 1.7 million) consisted of expected assessments following a dispute with the tax authorities over the deductibility of insurance premiums paid to cover certain risks. Following a settlement with the tax authorities, this provision has been reversed via the operating charges account and the EUR 1.0 million actual cost of the settlement recorded under ‘taxes’. PROFIT-AND-LOSS ACCOUNT Turnover and other returns In 2004 the Sioen Industries group achieved a turnover of EUR 311.6 million compared with EUR 272.8 million in 2003 (+14.23%) and EUR 237.7 million in 2002 (+ 14.75%). The growth consists of 8.65% of internal growth (2003: 2.5%) and 5.58% of external growth (2003: 12.25% with the acquisition of the Dutch-Polish Roltrans Group and the Northern French company Pennel Automotive, included in the consolidation from 1 April and 1 May 2003 respectively). France remains the largest sales market (20.9% in 2004, 21.4% in 2003 and 21.9% in 2002), followed closely by Benelux (19.9% in 2004, 21.0% in 2003 and 23.5% in 2002). Germany’s share has risen by 3.1% to 19.3% (2003: 16.2%; 2002: 12.2%), whilst those of the United Kingdom (8.9%), Italy (4.7%) and Scandinavia (2.8%) have remained pretty much stable. At 7.3%, the share of the Eastern bloc countries (2003:

8.2%) is back to the level of 2002 (7.2%). Other operating income fell to EUR 2.2 million, compared with EUR 5.0 million in 2003, due to compensation payments following the fire at EMB in Bornem in June 2003, as well as subsidies and lease payments, and EUR 1.8 million in 2002. Operating profit The gross margin in 2004 was 51.69% of turnover, compared with 54.99% in 2003 and 52.49% in 2002. Whereas the rise in 2003 was due mainly to a changing sales mixed in the Apparel division and cheaper USD purchases at our Indonesian facility, the following parameters played a major role in 2004: - To complete the product range and to secure our commercial position, “low end” products were imported from the Far East and marketed here at competitive prices. - The prices of the group’s main raw materials spiralled in 2004 to their highest level for 5 years. - The sales mix has also shifted significantly. In 2004 Pennel and Roltans, both companies with traditionally lower gross margins, were consolidated for the full 12 months. The shift in Coatex’s status from service provider to subcontractor, where both raw materials and services being invoiced, has also had an effect. At EUR 29.8 million operating profit is up 9.44% compared with 2003 (2003: +10.7% to EUR 27.2 million). Operating cash flow or EBITDA is EUR 49.8 million or 16% of turnover, compared with EUR 52.8 million or 19% of turnover in 2003 and EUR 42.8 million in 2002. The slight fall of 5.7% in 2004 is due entirely to the changing competitive environment and the resulting fall in the gross margin as a percentage of turnover. Services and other goods rose from EUR 34.2 million in 2002 to EUR 43.6 million in 2003 to EUR 50.0 million in 2004. The EUR 6.3 million rise in 2004 is due to the variable nature of these costs in line with turnover and the fact that Pennel and Roltrans are consolidated for the first time for a full 12 months. In 2003 the Pennel and Roltrans acquisitions occasioned additional charges, both fixed and variable, of EUR 1.6 million and 3.9 million respectively. In 2003 the fire at EMB generated additional costs of EUR 1.1 million (fully covered by insurance). The EUR 1 million rise in energy costs reflects the doubling of production capacity at the yarn extrusion plant. Rising turnover is obviously reflected also in rising transport costs and higher agent commissions.

Stocks and trade debtors were written down by EUR 0.98 million in 2004 compared with EUR 3.4 million in 2003. Last year a new and stringent assessment system was introduced. In 2003 this produced a catch-up effect (EUR 3.4 million) before reaching cruising speed in 2004. The total reduction in value in the balance sheet is now EUR 10.3 million compared with EUR 9.3 million in 2003. As mentioned above, the influence on the operating profit amounts to 1,7 million EUR. It should be noted that in recent years all start-up costs of ongoing investment programmes, including intercalary interest, have been charged to income in the year incurred. All research and development costs of new products are charged immediately in the year incurred. Financial result The financial result (excluding consolidation goodwill amortization) amounts to EUR – 7.7 million compared with EUR – 8.2 million in 2003 and EUR – 7.2 million in 2002). This change reflects the group’s changing net debt position, with average net financial debt down 20% to EUR 117.6 million compared with EUR 148.1 million in 2003 (2002: EUR 134.6 million). Consolidation goodwill amortization rose to EUR 3.1 million (2003: 2.8 million; 2002: EUR 1.3 million), owing to the inclusion of Roltrans Group and Pennel Automotive for a full 12 months The increase in 2003 relates to the goodwill on the acquisition of the Roltrans Group, the remaining 20% in Siofab and Pennel Automotive. The net carrying value of the goodwill associated with the Roltrans Group amounted at December 31, 2004 to EUR 13.8 million. Income taxes This year taxes amount to around EUR 4.4 million compared with EUR 7.4 million in 2003 and 4.6 million in 2002. The fall in 2004 is due mainly to the recognition of carryforwardable tax losses (carried as deferred tax assets) of the Roltrans group in an amount of EUR 3.2 million. The existence of these carryforwards means that no tax will be payable on future taxable profits of the Roltrans group. The present and future operating profits of the Roltrans group justify the recognition of this tax assets. In 2004 the Roltrans group already produced a positive operating result and is expected in 2005 to make a significant contribution to group profit. This had the effect of reducing the effective

consolidated rate to 26.3% in 2004 compared with 45% in 2003 (owing to the 2003 losses of the Roltrans Group) and 30% in 2002. Net result The net profit for 2004 amounts to EUR 12.4 million compared with EUR 8.9 million in 2003 and 10.4 million in 2002. The restructuring of the Roltrans Group depressed profits by EUR 6.2 million in 2003 and, to a lesser extent, by EUR 2.2 million in 2004. Cash flow, calculated on the basis of net profit, fell slightly in 2004 to EUR 36.0 million, compared with EUR 37.3 million in 2003 and 30.2 million in 2002. Funds flow statement Operating capital needs fell substantially in 2004 to EUR 88.3 million compared with EUR 108.9 million in 2003 and 118.5 million in 2002. As a percentage of turnover, working capital was down to 28.3% compared with 40% in 2003 and 50% still in 2002. Inventories, trade debtors and trade debts changed by -10%, +6.4% and +24.5% respectively (2003: +16.6%, -13.99% and +2.0%). Cash needs for investments in fixed assets reduced by a further 25% to EUR 9.1 million (2003: reduction of 65.8% to EUR 12.0 million from EUR 34.4 million in 2002). The change in consolidation scope result brought with it an additional EUR 1.9 million (2003: EUR 16.4 million) of tangible and intangible fixed assets and EUR 3.9 million of goodwill (2003: EUR 15.9 million). The free cash flow of EUR 34.4 million generated in 2004 served primarily to reduce the group’s debt position. In so doing, increasing the solvency ratio (capital and services/ total assets) to 38.9% (35.6% in 2003 and 37.7% in 2002). The net cash position rose by EUR 3.3 million to EUR 14.7 million.

Notes to the consolidated accounts

AS OF DECEMBER 31, 2004

VI. VALUATION RULES AND METHODS FOR CALCULATING CONTINGENT TAX LIABILITIES b) Deferred taxation and contingent tax liabilities 2004 2003 Breakdown of liabilities item 168 5.270 6.549 Deferred taxation 1.841 2.034 Contingent tax assets (5.398) (2.979) Contingent tax liabilities 8.827 7.494

2002 6.762 3.223 (2.831) 6.370

The consolidated reserves contain as of 31/12/2004 an amount of EUR 13.5 million of tax-exempt reserves, which are held in Sirec s.a. These reserves are intended to be invested and held long-term in Luxembourg. For these reason no deferred taxes are calculated on this sum. Contingent tax assets of EUR 4.6 million are recognized on tax carryforwardable losses.

VIII. STATEMENT OF INTANGIBLE FIXED ASSETS (in thousands)

Concessions, patents, licenses, etc. EUR

Goodwill EUR

5.524

693

810 (52) 1.808 (8) 8.082

1.875 0 75 0 2.643

4.990

553 (3) 1.570 (4) 7.106 976

406 0 15 0 511 2.132

a) At cost At December 31, 2003 Changes for the year Expenditure Sales and disposals Tranfers from one heading to another Translation differences At December 31, 2004 b) Amortisation and depreciation At December 31, 2003 Changes for the year Charge for the year Booked out after sales and disposals Tranfers from one heading to another Translation differences At December 31, 2004 d) Net book value at December 31, 2004

IX. Statement of tangible fixed asset (in thousands)

a) At cost At December 31, 2003 Changes for the year Capital expenditure Sales and disposals Transfers Translation differences Other changes(1) At December 31, 2004 b) Revaluation surpluses At December 31, 2003 Changes for the year At December 31, 2004 c)

Depreciation and amortisation At December 31, 2003 Changes for the year Changes for the year Depreciation for the year Transferred to other headings Translation differences At December 31, 2004

d) Net book value at December 31, 2004 (1) Changes resulting from changes to the consolidation scope.

Land and buildings

Furniture and vehicles

EUR

Plant, machinery and equipment EUR

60.650

151.069

12.329

1.316 (470) 4.714 249 791 67.250

5.051 (453) (5.697) 0 (40) 149.930

1.337 (533) (900) (90) 0 12.143

18.204

80.962

9.719

5.679 (155) 215 42 23.985

10.631 (206) (879) (273) 90.235

1.259 (379) (848) 16 9.767

44.216

59.695

2.376

EUR

951 0 951

IX. STATEMENT OF TANGIBLE FIXED ASSET (in thousands)

a) At cost At December 31, 2003 Changes for the year Capital expenditure Sales and disposals Translation differences At December 31, 2004 b) Revaluation surpluses At December 31, 2003 Changes for the year At December 31, 2004 c) Depreciation and amortisation At December 31, 2003 Changes for the year Changes for the year Depreciation for the year Transferred to other headings Translation differences At December 31, 2004 d) Net book value at December 31, 2004 Of which buildings X. STATEMENT OF FINANCIAL FIXED ASSETS (in thousands) 2. Amounts receivable Net book value at December 31, 2003 Changes for the year Additions Repayments Net book value at December 31, 2004

Leasing and other similar rights EUR

other tangible assets EUR

Assets under construction and advance payments EUR

21.357

7.675

171 (768) 22 20.782

145

7.675

151

4.617 4.617 4.801

2.712

1.356 (695) (73) 5 5.394 15.388 15.388

230

2.942 9.350 9.350

151

Other investments EUR 1.129 80 (500) 709

XI. CONSOLIDATED STATEMENT OF CHANGES IN RESERVES AND RETAINED EARNINGS (in thousands) At December 31, 2003 Changes for the year Profit for the year - Dividends declared 2004 - Director’s fees Sioen Industries n.v. 2004 - Director’s fees Confection Tunisienne de Sécurité s.a. 2004 - Translation differences of CTS and Sioen Zaghouan, taken into reserves At December 31, 2004

EUR 79.774 11.553 (4.706) (175) (1.080) (971) 84.395

(1) due to the switch in functional currency from TND to EUR

XII. STATEMENT OF CONSOLIDATION DIFFERENCES (in thousands) Net book value at December 31, 2003 Changes for the year Increase in participation percentage Amortisation Other Net book value at December 31, 2004

EUR 31.263 2.883 (3.085) 1.000 32.061

(2) Reclassification due to the acquisition of the Roltrans Group

XIII. STATEMENT OF AMOUNTS PAYABLE A. Analysis of the amounts originally payable after one year according to their residual term (in thousands) Financial debts

Debts falling due in 2005 2006 2007 2008 2009 2010 2011 and later Total amount at December 31, 2004

EUR

24.293 21.917 17.821 11.177 5.991 2.534 8.938 92.672

26% 24% 19% 12% 6% 3% 10% 100%

Analysis of amounts payable by currency The majority of debts are in EUR. As a result, the financial debts are not influenced by exchange rates. Average interest rate The average interest rate of all outstanding financial debts amounts to 4,90%. B. Amounts payable guaranteed by real guarantees given or irrevocably promised on the assets of the enterprises included in the consolidation. Financial debts 3. Leasing debts

15.291

XIV. RESULTS OF OPERATIONS A. Consolidated sales Per division (in millions) Coating Division Apparel Division Processing Division Geographically (in millions) Benelux France Germany United Kingdom Italy 14,6 Eastern Europe Other B. Personnel Personnel charges (in thousands) Average number of employees (in units) Average number of employees Blue collars White collars Management Average number of persons employed in Belgium by companies of the group Personnel, active in Research and Development Personnel per division and per country as of December 31, 2004 (in units) Group Coating Division Belgium 49 543 China 14 Germany 1 France 183 Ireland Indonesia The Netherlands Poland Portugal 23 Tunesia United Kingdom United States Total 49 764

2004 EUR 172,0 68,2 71,4

2003 EUR 151,6 71,5 49,6

2002 EUR 139,7 71,9 26,0

EUR 62,1 65,3 60,2 27,8 13,4 22,9 58,7

EUR 57,4 58,4 44,1 24,3 12,3 22,3 52,8

EUR 55,8 52,1 28,9 20,2 0,0 68,4

2004 EUR 58.990

2003 EUR 54.474

2002 EUR 47.048

2004 4.553 3.711 812 30

2003 4.214 3.611 573 30

2002 4.271 3.686 551 34

872 17

811 17

758 17

Confectie Division 156

Processing Division 124

Total

59 37 1.921

30 48

14 531 725 23 2.921

10 9 766

872 14 31 290 37 1.921 14 531 23 725 33 9 4.500

C. Depreciation (in thousands) Positive consolidation differences Other fixed assets Total D. Extraordinary results Other extraordinary charges: reorganisation costs Roltrans Group.

2004 (EUR) 3.085 20.114 23.199

2003 (EUR) 2.783 19.322 22.105

2002 (EUR) 1.482 18.302 19.784

2003 (EUR)

2002 (EUR)

15.555 0 10.142 14.199

0 20.874(1) 0 0

1.919

XV. RIGHTS AND COMMITMENTS NOT REFLECTED IN THE BALANCE SHEET 2004 (in thousands) (EUR) A. 2. Amount of real guarantees, given or irrevocably promised by the enterprise included in the consolidation on their own assets, as securety for debts and commitments: - of enterprises included in the consolidation 0 - of third parties 0 A. 5. a) Rights from transactions to exchange rates 2.176 A. 5. b) Commitments from transactions to exchange rates 4.714 D. Commitments with respect to retirement and survivorsâ&#x20AC;&#x2122; pensions in favour of their personnel or executives, at the expense of the enterprises included in the consolidation In the belgian companies, a group insurance was taken, completely charged to consolidated companies. Due to french legislation, there is a pension obligation in the french subsidiaries. (1) Credit facility in favor of the Roltrans Group.

The group does not use financial derivatives.

XVI. FINANCIAL RELATIONSHIPS WITH DIRECTORS OR MANAGERS OF THE CONSOLIDATING COMPANY The 2003 remuneration granted to the directors of Sioen Industries (directorâ&#x20AC;&#x2122;s fees included) for their responsibilities in the consolidating company and its subsidiaries amounted to 1,9 million EUR, the remuneration of five directors assuming management responsibilities in the group included.

IFRS 89

Impact of the transition from Belgian financial reporting principles to IFRS European Regulation 1606/2002 adopted on July 19, 2002, requires all listed European enterprises to draw up their consolidated financial statements in accordance with IFRS (International Financial Reporting Standards), as approved by the European Commission. Sioen Industries has opted to show one year’s comparative information in the first consolidated financial statements drawn up under IFRS. For this reason the transition date to IRFS has been set at January 1, 2004. In order to be able to show this comparative information, the opening balance sheet as of January 1, 2004 according to Belgian accounting principles (“BGAAP”) needs to be restated to produce an IFRS opening balance sheet as of the same date. The effects of this restatement are recorded in equity in the IFRS opening balance sheet. The IFRS balance sheet is based on all standards and interpretations approved by the European Commission as of December 31, 2004. Basic for preparing the IFRS opening balance sheet For the transition to IFRS, Sioen Industries has opted to apply IAS 32 – Financial Instruments: Disclosure and Presentation and IAS 39 – Financial Instruments: Recognition and Measurement to the opening balance as of 01/01/2004, although these standards were not yet formally approved at that date. Exemption from other IFRS In accordance with IFRS 1- First-time Adoption of IFRS, the opening balance is drawn up by applying retroactively the IFRSs in force at the reporting date. IFRS 1, however, allows companies to avail of certain exceptions. Sioen Industries is availing of the following exceptions: - Business combinations which predate the transition date do not need to be retroactively restated. - Certain tangible fixed assets have been valued at market. This market value is used as the supposed cost price. - Cumulative actuarial profits and losses are recognized in equity at the transition date. After the transition date, Sioen Industries will continue to apply the present “corridor approach”. - Previously recognized translation differences arising from the translation into euros of the foreign currency-denominated financial statements of foreign entities are reversed to zero. - Payments based on shares. Sioen Industries has opted not to apply IFRS 2 for instruments allotted prior to November 7,

2002. As at December 31, 2004, no equity instruments had been allotted after November 7, 2002. Impact of the transition on the consolidated balance sheet as of January 1, 2004. Equity (“capital and reserves”), including minority interests according to BGAAP amounted to EUR 125.8 million. In the IFRS opening balance sheet, equity is restated at EUR 116.4 million. The reduction of EUR 9.4 million is explained in the reconciliation table and explanations below. Reconciliation of BGAAP and IFRS equity figures as of the transition date Consolidated equity including (BGAAP) as on 01/01/2004 Intangible assets Goodwill Goodwill Roltrans Group Tangible fixed assets (KEUR 69,250) Investment grants Long-term amounts receivable Inventories Provisions Deferred tax assets Deferred tax liabilities Dividends and directors’ entitlements Other adaptations

minority

interests

125,809 278 (1) 452 (2) 19.945 (3) 5.824 1,011 1.914 732 7,395 14,472 4,278 8

(5) (6) (7) (8) (9) (10) (11) (12)

Consolidated equity including minority interests (IFRS) as of 01/04/2004 116,359 (1) Intangible fixed assets Patents and licences recognized under BGAAP are, according to IAS - 38 - Intangible assets - no longer recognized where these are internally generated. (2) Goodwill Goodwill All goodwill (consolidation differences) is allocated to “cash generating units” in a reasonable and consistent fashion. In accordance with IFRS 3 –Business combinations, goodwill will not longer be amortized. Goodwill will, however, be tested annually for “impairment” in accordance with IAS 36 – Impairment of assets. Prior to the transition to IFRS all goodwill as recorded and recognized according to BGAAP was subjected, as required by IFRS 1, to an impairment test. This resulted in a negative equity impact of EUR 0.5 million (before tax impact).

(3) Goodwill on Roltrans Group According to BGAAP and the board decision of May 28, 2004, Sioen Industries had no control over Roltrans Group during the period prior to 24/02/2003. For this reason goodwill continued to be recorded and amortized in the 2003 BGAAP annual accounts. IFRS applies stricter standards than BGAAP to the consolidation scope. According to SIC 12 – Consolidation - Special Purpose Entities Roltrans Group met the definition of a special purpose entity. For this reason the Roltrans Group must, according to IAS 27 - Consolidated Statements and Accounting for Investments in Subsidiaries, be included retroactively in the Sioen Industries consolidation scope, from 1999 onwards. Given that the Roltrans Group had zero equity at that time, the goodwill recorded under BGAAP is not longer recognized in the IFRS opening balance sheet. (4) Tangible fixed assets In accordance with IFRS 1 – First-time Adoption of IFRS, the company has opted to value certain tangible fixed assets at market at the transition date and to take this value as the assumed cost price. Land in Belgium, France and Poland has been valued based on valuations by qualified real estate experts. The use of this option, in conformity with IFRS, has an equity impact of EUR 8 million (before tax impact). IAS 16 – Tangible Fixed Assets states that when a significant fixed asset consists of several parts having differing useful lives, these parts are to be depreciated separately (“component approach”). Based on a detailed screening of the group’s tangible fixed assets, the significant parts have been identified and depreciated over their estimated useful life. Application of this principle has a EUR 15.5 million positive equity impact (before tax impact). (5) Investment grants Investment grants of EUR 5 million, which are included in the Belgian financial statements under equity, are, in accordance with IAS 20 – Accounting for Government Grants and Disclosure of Government Assistance, reclassified by deducting them from the tangible fixed assets in respect of which they were obtained. The “components approach” also applies to tangible fixed assets for which government grants have been obtained. This adjustment has a EUR 0.8 million negative impact on equity (before tax effect). (6) Long-term amounts receivable A long-term receivable of EUR 1.8 million was, on transition to IFRS, viewed as financial leasing. Given the estimated residual value of the underlying fixed asset, EUR 1 million needs to be booked out (before tax impact).

(7) Inventories Under IAS 2 – Inventories, the book value of inventories under BGAAP needs to be reduced by EUR 1.9 million (before tax impact). (8) Provisions The group has certain pension obligations, in particular in France where these are required by law. These obligations qualify as defined benefit plans under IAS 19, leading to the recognition of EUR 0.7 million (before tax impact) in the opening balance. (9) Deferred tax assets Under IAS 12 – Income taxes, deferred taxes are calculated on temporary differences between the financial book value for tax purposes and the book value in the financial statements. Applying this standard results in the recognition of an additional EUR 7.4 million of deferred tax assets. Latent tax assets are to be recognized in so far as it is probable that taxable profits will be available to offset against the offsettable temporary difference. (10) Deferred tax liabilities Deferred tax liabilities are recorded in an amount of EUR 14.5 million, primarily on impacts identified in the context of the transition from BGAAP to IFRS. (11) Dividends Contrary to Belgian principles, IAS 10 - Events after the Balance Sheet Date requires dividends to be recognized as short-term liabilities only when approved by the General Meeting of Shareholders. Short-term liabilities have therefore been reduced by EUR 4.3 million. (12) Other adaptations For reasons of immateriality Roland Ukraine and Sioen USA are not consolidated under BGAAP. It has been decided to include these entities in the consolidation group in the IFRS opening balance sheet, with a negative impact of EUR 8,000 on equity.

statutory annual accounts

OF SIOEN INDUSTRIES N.V.

The statutory annual accounts of the parent company Sioen Industries n.v. are shown below in condensed form. In June 2005, the annual report and annual accounts of Sioen Industries n.v. and the auditorâ&#x20AC;&#x2122;s report have been filed with the National Bank of Belgium in accordance with Articles 98-102 of the Companies Act. These reports are available on request at the following address: Sioen Industries n.v. - Fabriekstraat 23 - 8850 Ardooie. The statutory auditor has issued an unqualified opinion with explanatory paragraph on the statutory financial statements of Sioen Industries NV. The explanatory paragraph is as follows: Without qualifying the unqualified opinion expressed above, we draw the attention to the annual report. Sioen Industries NV has per December 31, 2004, a total outstanding receivable of 18,4 mio EUR on the Roltrans group, a 100% subsidiary of Sioen Industries NV. In addition, Sioen Coating Distribution NV, a 100% subsidiary of Sioen Industries NV, has outstanding receivables on the Roltrans group for an amount of 16,9 mio EUR. The realisation of these amounts is dependent of the further successful development of the realised recovery plan. The accompanying financial statements do not included any less values or provisions relating to the above.

condensed balance sheet of Sioen Industries n.v. after appropriation of profit (in thousands) December 31

II. III. IV.

2004 (000) EUR

2003 (000) EUR

2002 (000) EUR

81.976 3.477 681 77.818

81.990 3.472 555 77.963

56.531 3.989 504 52.038

139.630

136.381

132.578

139.207 286 137

136.205 46 130

125.800 6.544 234

221.606

218.371

189.109

Capital and reserves

80.052

79.660

69.265

Capital Legal reserves Profit brought forward

46.000 3.174 30.878

46.000 2.910 30.750

46.000 2.167 21.098

141.554

138.711

119.844

60.284 81.107 163

61.828 76.784 99

68.831 50.787 226

221.606

218.371

189.109

Fixed assets Intangible fixed assets Tangible fixed assets Financial fixed assets Current assets

VII. Amounts receivable within 1 year IX. Cash at bank and in hand X. Deferred charges and accrued income Total assets

I. IV. V.

Creditors VIII. Amounts payable after 1 year IX. Amounts payable within 1 year X. Accrued charges and deferred income Total liabilities

condensed income statement of Sioen Industries n.v. (in thousands EUR) Years ended December 31

2004 (000) EUR

2003 (000) EUR

2002 (000) EUR

5.599 5.317 282

5.229 5.010 219

5.528 5.383 145

Operating income A. Turnover D. Other operating income

II.

Operating charges B. Services and other goods C. Remuneration D. Depreciation and amounts written off G. Other operating charges

(5.886) 2.325 2.579 901 81

(5.075) 1.762 2.256 1.023 34

(4.934) 1.545 1.986 1.392 11

III.

Operating profit / loss IV. Financial income V. Financial charges

(287) 15.758 (6.531)

154 21.201 (6.012)

594 19.433 (5.058)

Financial result Profit on ordinary activities Extraordinary result Profit before tax Income taxes Profit for the financial year

9.227 8.940 (3.596) 5.344 (71) 5.273

15.189 15.343 15.343 (495) 14.848

14.375 14.969 14.969 (766) 14.203

Notes

Activity of Sioen Industries The function of Sioen Industries is essentially to outline the strategy of the three divisions. It also appoints the management of the Group companies and supports the Group companies in the areas of personnel management, financial and treasury management, budgeting and controlling, MIS and IT, and legal affairs. Comments The turnover of the holding company increased by 6.1% to EUR 5.3 million. The other operating income rose to EUR 0.28 million (2003: EUR 0.22 million; 2002: 0.145 million). In 2004 the company posted an operating loss of EUR 0.287 million compared with operating profits of EUR 0.154 million in 2003 and EUR 0.594 million in 2002. The financial result fell to EUR 9.2 million compared with EUR 15.2 million in 2003, due to lower dividend payments from various subsidiaries. Interest charges decreased due to the reduction in short-term loans that are onlent to various subsidiaries and on which Sioen Industries receives interests. The extraordinary result includes a EUR 3.2 million permanent write-off on participations of TIS.

Accounting principles The accounting principles and translation rules applied to the statutory annual accounts of Sioen Industries are the same as those used for the consolidated annual accounts. Statement of capital In accordance with Articles 1 to 4 of the Act of March 2, 1989 concerning the disclosure of important holdings in listed companies and regulating take-over bids, the applicable quotas were set at, one the one hand, 5 percent or a multiple thereof and on the other hand at 3 percent or a multiple thereof. (Article 8 of the Articles of Association). In accordance with Article 4 of the Act of March 2, 1989, the following notifications of shareholdings in the company were received:

Situation as of Mai 1, 2005 Notifier

Sihold n.v.,(2) Fabriekstraat 23, 8850 Ardooie Mercator Verzekeringen n.v.,(3) Kortrijksesteenweg 302, 9000 Gent Notice of change of quota Sihold n.v. en Mercator Verzekeringen n.v. Total number of shares in notification Total number of shares

Date of Notification

Number of Shares(1)

Percentage of total Number of shares(4)

October 18, 1996

13.365.010

62,5 %

February 21, 2005

599.990

2,8 %

13.365.010 21.391.070

62,5 % 100,0 %

(1) Number of shares recalculated after the split in 10 on November 5, 1998. (2) Sihold n.v. is controlled by Sicorp n.v., which is controlled by Stichting Administratiekantoor Midapa, a foundation according to Dutch law, which in turn is controlled by the Sioen family. (3) Mercator Bank en Verzekeringen n.v is controlled by B창loise (Luxembourg) Holding s.a.,1, rue Emile Bian, 1235 Luxembourg. (4) The percentage was recalculated after the capital increase and the split of the shares. The shareholders concerned confirmed to us that this notification still corresponds to the percentages mentioned.

Commissioner’s report 95

To the Shareholders, In accordance with the legal and statutory requirements, we are pleased to report to you on our audit assignment which you have entrusted to us. We have audited the consolidated financial statements as of and for the period ended 31 December 2004 which have been prepared under the responsibility of the Board of Directors and which show a balance sheet total of 331.785 (000) EUR and an income statement resulting in a profit (group share) for the year of 11.553 (000) EUR. We have also examined the consolidated directors’ report. These consolidated financial statements include several significant subsidiaries whose accounts have been examined by other auditors. The assets of these companies represent 15% of total consolidated assets as at 31 December 2004. These subsidiaries’ contribution to the consolidated result (Group’s share) represents 20% in 2004. Our opinion on the consolidated financial statements, to the extent they relate to the figures of these subsidiaries, is exclusively based on the reports of other auditors. Qualified opinion on the consolidated financial statements We conducted our audit in accordance with the standards of the “Institut des Reviseurs d’Entreprises/Instituut der Bedrijfsrevisoren”. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement taking into account the legal and statutory requirements applicable to consolidated financial statements in Belgium. As far as the additional note covering the transistion from Belgian accounting principles to International Fiancial reporting Standards (IFRS) is concerned, we performed a limited review based on the subsidiaries‘ records made available at Sioen Industries NV’s head office . In accordance with these standards, we considered the group’s administrative and accounting organization as well as its internal control procedures. We have obtained explanation and information required for our audit. An audit includes examining, on a test basis, evidence supporting the amounts in the consolidated financial statements. An audit also includes assessing accoun-

ting policies used, the basis for consolidation and significant estimates made by management as well as evaluating the overall consolidated financial statements presentation. We believe that our audit and the reports of other auditors provide a reasonable basis for our opinion. In our opinion, based upon the reports of other auditors, and except for the effect the recognition of goodwill for an amount of 19,4 Mio EUR (before allocation to land and buildings) resulting from the formal acquistion in 2003 of the Roltrans group as described in our report dated 28 May 2004 on the consolidated financial statements as of and for the period ended 31 December 2003, the consolidated financial statements give a true and fair view of the group’s assets, liabilities, consolidated financial position as of 31 December 2004, and the consolidated results of its operations for the year then ended, and the information given in the notes to the financial statements is adequate. The consolidated directors’ report contains the information required by the Company Law and is consistent with the consolidated financial statements.

23 March 2005

The Statutory Auditor DELOITTE & PARTNERS Reviseurs d’Entreprises SC s.f.d. SCRL Represented by Guy Wygaerts and Geert Verstraeten

Proposals to the Annual Meeting

OF SIOEN INDUSTRIES N.V. OF MAY 27, 2005

proposals to the Annual Meeting of Sioen Industries n.v. of May 27, 2005

The board of directors of Sioen Industries proposes to the annual meeting to approve the annual accounts at December 31, 2004 and to consent to the appropriation of profit. The profit for the financial year ended is 5.273.005,05 EUR, compared to a profit of 14.847.649,47 EUR for the financial year 2003. The profit brought forward from the previous financial year is 30.750.468,34 EUR. The profit available for appropriation is consequently 36.023.473,39 EUR.

The board of directors proposes to appropriate the profit available for appropriation of 36.023.473,39 EUR as follows: (in EUR) Gross dividends for the 21.391.070 shares Directorsâ&#x20AC;&#x2122; fees Transfer to the legal reserves Profit to be carried forward

4.706.035,40 175.000,00 263.650,25 30.878.787,74

The proposed net dividend per share is calculated as follows: (in EUR) Net dividend per share Withholding tax 25/75 Gross dividend per share Pay-out ratio (1)

0.1650 0,0550 0,2200 40,7%

The proposed dividend is 10% higher than that of 2003. The pay-out ratio amounts to 40,7%. If this proposal is accepted, the net dividend of 0,1650 EUR per share will be made payable as from June 10, 2005 onwards at het counters of Dexia Bank, ING/Bank, Fortis Bank and KBC bank on presentation of coupon nÂ°7.

(1) Gross dividend in relation to the share of the Group in the consolidated result

Financial calendar 97

Annual Meeting of Shareholders Friday May 27, 2005 Announcement of 2005 first quarter results Friday May 27, 2005 Announcement of 2005 first semester results Wednesday September 14, 2005 Announcement of 2005 third quarter results Wednesday November 16, 2005

Financial information and investor relations For all further information, institutional investors and financial analysts are advised to contact: Geert Asselman Chief Financial Officer Fabriekstraat 23 • B-8850 Ardooie T +32(0)51 74 09 80 F +32(0)51 74 09 79 e-mail corporate@sioen.be Internet http://www.sioen.com

JAARVERSLAG/RAPPORT ANNUEL/ANNUAL REPORT Dit jaarverslag is beschikbaar in het Nederlands, het Frans en het Engels. Ce rapport annuel est disponible en français, en néerlandais et en anglais. This annual report is available in English, Dutch and French.

Realisatie: Kliek Creatie 04 0478 - T 051 40 43 12 - ‘05/05

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SIOEN COATING NV Fabriekstraat 23 B-8850 Ardooie België BTW BE 402.753.106 RPR 0402.753.106 Brugge T +32 51 74 09 00 F +32 51 74 09 64 sioline@sioen.be SAINT FRERES SAS 4 route de Ville BP 1 F-80420 Flixecourt France TVA FR 76408448850 RCS AMIENS B 408 448 850 T +33 322 51 51 45 F +33 322 51 51 49 sfe@sioen.com

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EUROPEAN MASTER BATCH NV – E.M.B. NV Rijksweg 15 B-2880 Bornem België BTW BE 421.485.289 RPR 0421.485.289 Mechelen T +32 3 890 64 00 F +32 3 899 26 03 emb@sioen.be INDUCOLOR SA Chemin Preuscamps 12 B-7822 Ath (Meslin-L’Evêque) Belgique TVA BE 400.685.125 RPM 0400.685.125 Tournai T +32 68 25 02 30 F +32 68 55 26 02 inducolor@sioen.be

SIOEN GMBH Am Zirkel 8 49757 Werlte Deutschland MwSt DE 811299457 HRB 53295 T +49 59 51 99 47 0 F +49 59 51 99 47 47 sioengmbh@sioen.com

SIOEN FIBRES SA - extrusion Zoning Industriel du Blanc Ballot Boulevard Métropole 9 B-7700 Mouscron Belgique TVA BE 463.789.464 RPM 0463.789.464 Tournai T +32 56 48 12 70 F +32 56 48 12 85 fibres.extrusion@sioen.be

SIOEN COATING DISTRIBUTION NV Fabriekstraat 23 B-8850 Ardooie België BTW BE 436.241.167 RPR 0436.241.167 Brugge T +32 51 74 09 00 F +32 51 74 09 64 sioline@sioen.be

SIOEN COATED FABRICS (SHANGHAI) TRADING CO. LTD Room O, Floor 15, Hengji Building No 99, Huaihai Road (East) 200021 Shanghai P.R. of China T +86 21 63 84 25 21 F +86 21 63 84 27 39 sioen@online.sh.cn

SIOEN FABRICS SA Zoning Industriel du Blanc Ballot Avenue Urbino 6 B-7700 Mouscron Belgique TVA BE 458.801.684 RPM 0458.801.684 Tournai Coating : T +32 56 85 68 80 F +32 56 34 61 31 sioenfabrics@sioen.be Weaving : T +32 56 85 01 40 F +32 56 85 01 49 weaving@sioen.be

SIOFAB SA Indústria de Revestimentos Têxteis Rua da Indústria PT-4795-074 Vila das Aves Santo Tirso Portugal Santo Tirso SOB O N° 4641 NIF 505.046.644 T +351 252 87 47 14 F +351 252 94 29 68 siofab@net.sapo.pt TIS NV Driehoekstraat 2A B-9451 Haaltert (Kerksken) België BTW BE 405.085.064 RPR 0405.085.064 Aalst T +32 53 85 92 20 F +32 53 85 92 56 tis@sioen.be

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VERANNEMAN TECHNICAL TEXTILES NV Fabriekstraat 31 B-8850 Ardooie België BTW BE 429.387.623 RPR 0429.387.623 Brugge T +32 51 24 81 70 F +32 51 22 61 68 info@veranneman.be PENNEL AUTOMOTIVE SAS 310 Rue d’Alger F-59100 Roubaix France TVA FR 53448273615 RCS Roubaix-Tourcoing B 448 273 615 T +33 320 76 21 10 F +33 320 76 21 12 automotive@pennel.sioen.com

SIOEN NV Fabriekstraat 23 B-8850 Ardooie - België BTW BE 478.652.141 RPR 0478.652.141 Brugge T +32 51 74 08 00 F +32 51 74 09 62 customer@sioen.be CONFECTION TUNISIENNE DE SECURITE SA – C.T.S. SA 5 Impasse n° 2 Rue 8612 – (Z.I.) La Charguia TN-2035 Tunis Tunisie Code TVA 03030 V / A / M / 000 RC B 133171996 T +216 71 77 34 77 F +216 71 78 40 47 cts@sioen.com GAIRMEIDI CAOMHNAITHE DHUN NA NGALL TEORANTA LTD (Donegal Protective Clothing Ltd – Sioen Ireland) - Industrial Estate Bunbeg Co. Donegal Ireland VAT IE 4621355M Company Nr. 78212 T +353 74 953 11 69 F +353 74 953 15 91 ireland@sioen.ie MULLION MANUFACTURING LTD 44 North Farm Road South Park Industrial Estate Scunthorpe North Lincolnshire DN17 2AY - UK VAT GB 365.1873.34 Company Nr. 1871440 T +44 1724 28 00 77 F +44 1724 28 01 46 mullion@sioen.com SIP PROTECTION Z.U.P. De Labarre F-09000 Foix France T +33 5 61 65 44 44 F +33 5 61 02 80 16 sip-protection@sip-protection.com P.T. SIOEN INDONESIA Jl. Irian Raya Blok E-26 Nusantara Bonded Zone (Kawasat Berikat Nusantara) Cakung Cilincing Jakarta 14140 Indonesia NPWP 1.068.001.5-052 T +62 21 440 33 88 F +62 21 440 14 28 indonesia@sioen.com

PT SUNGINTEX Jalan Raya Narogong Km 12,5 Pangkalan IV Desa Cikiwul Kec. Bantar Gebang Bekasi Barat 17310 Indonesia NPWP 1.068.012.2-407 T +62 21 825 22 22 F +62 21 825 44 44 indonesia@sioen.com SIOEN FIBRES SA – distribution Zoning Industriel du Blanc Ballot Boulevard Métropole 9 B-7700 Mouscron Belgique TVA BE 463.789.464 RPM 0463.789.464 Tournai T +32 56 85 54 30 T +32 56 34 66 10 distribution@sioen.be SIOEN FRANCE SAS Pavillon Hermès 110 avenue Gustave Eiffel ZI La Coupe F-11100 Narbonne France TVA FR 49300774767 RCS Narbonne B 300 774 767 T +33 4 68 42 35 15 F +33 4 68 42 27 43 sioen.france@sioen.com SIOEN TUNISIE SA 7 Impasse N° 2 Rue 8612 – (Z.I.) La Charguia TN-2035 Tunis Tunisie Code TVA 614715 S / A / M / 000 RC B 19711998 T +216 71 80 75 47 F +216 71 80 92 62 sioen.tunisie@sioen.com SIOEN UK Ltd Unit 2 Windsor House Ackhurst Business Park Foxhole Road Chorley Lancashire PR7 1NY UK VAT GB 732.4071.62 Company Nr 3761142 T +44 1257 27 72 44 F +44 1257 27 72 45 sales@uk.sioen.com SIOEN ZAGHOUAN SA Zone Industrielle de Zaghouan TN-1100 Zaghouan Tunisie Code TVA 747023 F / A / M / 000 RC B 177132000 T +216 72 68 06 60 F +216 72 68 26 60 sioen.zaghouan@sioen.com

SIOTEC BVBA Fabriekstraat 23 B-8850 Ardooie België BTW BE 424.304.823 RPR 0424.304.823 Brugge T +32 51 74 08 00 F +32 51 74 08 85 siotec@sioen.be VIDAL PROTECTION 20 et 22 rue de l’Artisanat F-81300 Graulhet France T +33 5 63 34 52 46 F +33 5 63 34 69 99 vidal@sioen.com SIOEN USA Inc. c/o Flom, French & Goodwin, L.L.C. 675 Line Road Building 4, Suite B Aberdeen, NJ 07747 USA T +1 732 441 12 50 F +1 732 441 12 53 cgoodwin@FFG-CPA.COM SIOEN NV – BALENO Korte Leemstraat 3 B-2018 Antwerpen België T +32 3 213 99 80 F +32 3 227 17 39 baleno@sioen.be SIOEN DEUTSCHLAND Am Zirkel 8 49757 Werlte Deutschland (Allemagne) T +49 59 51 99 47 0 F +49 59 51 99 47 47 info@sioen.de SIOEN SCANDINAVIA Pilestraede 50,2 DK-1112 Copenhagen K Denmark T +45 70 26 70 36 F +45 46 15 25 03 scandinavia@sioen.com

COATEX NV Industriezone Sappenleen Sappenleenstraat 3-4 B-8970 Poperinge België BTW BE 434.140.425 RPR 0434.140.425 Ieper T +32 57 34 61 60 F +32 57 33 35 23 coatex@sioen.be SAINT FRERES CONFECTION SAS 2 route de Ville BP 37 F-80420 Flixecourt France TVA FR 44408449098 RCS Amiens 408 449 098 T +33 322 51 51 70 F +33 322 51 51 79 sfc@sioen.com SIOEN NORDIFA SA Rue Ernest Solvay 181 B-4000 Liège Belgique TVA BE 474.276.154 RPM 0474.276.154 Liège T +32 4 252 21 50 F +32 4 253 04 25 nordifa@sioen.be BACAM SAS Parc d’Activités des Hauts du Val de Nièvre Allée de la Haute Borne F-80420 Flixecourt (Somme) France TVA FR 39443613310 RCS Amiens B 443.613.310 T +33 322 39 98 15 F +33 322 39 93 06 bacam@sioen.com ROLAND INTERNATIONAL B.V. Kasteellaan 33 NL-5932AE Tegelen Nederland BTW NL003812522B01 HR Venlo 12011983 T +31 77 376 92 92 F +31 77 373 69 66 info@roland-int.org

ROLTRANS GROUP AMERICA INC. 3212 Pinewood Drive Arlington, Texas 76010 USA 75-1994308 Delaware Corporation # 2044811 T +1 817 607 00 80 F +1 817 607 00 88 info@roltrans.com GIESEMANN LKW PLANEN GMBH Am Zirkel 8 49757 Werlte Deutschland Ust-id.Nr.: DE 812873033 Westerstede HRB 7492 T +49 59 51 99 47 0 F +49 59 51 99 47 47 info@roland-int.org ROLTRANS GROUP POLSKA SP.Z.O.O. Ul. Nadbrzezna 1 PL-62500 Konin Polska NIP 665-100-18-19 RHB 1210 T + 48 632 44 39 25 F +48 632 44 39 21 info@roland-int.org ROLAND UKRAINE LLC Kievskaya 64-A Rivne Ukraine T +38 362 28 65 39 F +38 362 28 65 39 roland@rivne.com ROLAND TILTS UK Ltd Unit 1 Usher Street Off Wakefield Road Bradford BD4 7DS UK VAT GB 311746186 Company Nr 1380441 T +44 1274 39 16 45 F +44 1274 30 51 56 info@roland-int.org

Sioen Industries nv • Fabriekstraat 23 • B-8850 Ardooie - België Tel: +32 51 74 09 00 • Fax: +32 51 74 09 64 • corporate@sioen.be BTW BE 441.642.780 • RPR 0441.642.780 Brugge