label class label 2
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|---|---|---|---|---|
1cons | 61685825.txt_b0 | 61685825.txt | iary undertakings
Cost At 1 January At 31 December
Provision for impairment At 31 December
Net book amount at: At 31 December
2011 £
912,579 912,579
2010 £
912,579 912,579
(736,634)
(736,634)
175,945
175,945
V DEBTORS
Amounts falling due within one year Amounts owed by group undertakings VAT Other debtors
2011 £
5,326,443 10,438 2,786
5,339,667
2010 £
4,598,640 -
44,985 4,643,625
54
VI CREDITORS
Loan finance Trade creditors Social security and sundry taxes Accruals and deferred income
Full details of the loan financing are provided in Note 12.
2011 £
1,639,618 75,986 5,339 53,704
1,774,647
2010 £
637,669 120,760
2,349 31,714
792,492
VII SHARE CAPITAL
VII
Full details of the Company share capital is given in Note 16 to the consolidated financial statements.
VIII RECONCILIATION OF SHAREHOLDERS FUNDS AND MOVEMENT ON RESERVES
At 1 January 2011 Allotment during the year Share based payments Loss for the year At 31 December 2011
Merger
Total
Share Share relief Other Profit and shareholders'
capital premium reserve reserve
loss
funds
£
£
£
£
£
£
6,316,979 5,391,406 63,544 571,394 (8,311,502) 4,031,821
929,810 4,800
-
-
-
934,610
-
-
- 1,330,630
- 1,330,630
-
-
-
- (2,529,930) (2,529,930)
7,246,789 5,396,206 63,544 1,902,026 (10,841,432) 3,767,131
.
55
| 4 |
1cons | 61685825.txt_b1 | 61685825.txt | are £5,697 in 2011 (2010: £5,697).This consists of IT equipment purchased for management. Depreciation charged was £1,899 (2010: £1,899) resulting in a net book value of £1,424 (2010: £3,323).
53
IV INVESTMENTS Principal group investments The parent company and the group have investments in the following subsidiary undertakings:
Company
Country of incorporation
NextGen Sciences Ltd. England and Wales
NextGen Sciences Inc. United States of America
Class of share capital held
Proportion Nature of business held by the company
Ordinary
100% Non trading
Common stock
100%
Sales and service of products within Biomarker Discovery, Development and Testing
The loss for the financial year dealt with in the financial accounts of the Company was £2,529,930 (2010: £1,090,177). As provided by section 408 of the Companies Act 2006, no Company profit and loss account is presented in respect of the Company.
The reason for the increase in loss was a share based option program with a value of £1,330,630.
Subsidiary undertakings
Cost At 1 January At 31 December
Provision for impairment At 31 December
Net book amount at: At 31 December
2011 £
912,579 912,579
2010 £
912,579 912,579
(736,634)
(736,634)
175,945
175,945
V DEBTORS
Amounts falling due within one year Amounts owed by group undertakings VAT Other debtors
2011 £
5,326,443 10,438 2,786
5,339,667
2010 £
4,598,640 -
44,985 4,643,625
54
VI CREDITORS
Loan finance Trade creditors Social security and sundry taxes Accruals and deferred income
Full details of the loan financing are provided in Note 12.
2011 £
1,639,618 75,986 5,339 53,704
1,774,647
2010 £
637,669 120,760
2,349 31,714
792,492
VII SHARE CAPITAL
VII
Full details of the Company share capital | 5 |
1cons | 60270338.txt_0 | 60270338.txt | Annual Report and Accounts 2002
Stepping Up
Contents
1 Financial Highlights 2 Chairman's Statement 3 Chief Executive's Overview 4 Operating and
Financial Review 16 Board of Directors 16 Divisional Directors
and Company Secretary 17 Directors and Advisers 18 Directors' Report 22 Remuneration Report
by the Board 25 Five Year Summary 26 Consolidated Profit
and Loss Account 26 Statement of Total
Recognised Gains and Losses 26 Note of Historical Cost Profits and Losses 27 Consolidated Balance Sheet 28 Company Balance Sheet 29 Consolidated Cash Flow Statement 29 Reconciliation of Net Cash Flow to Movement in Net Debt 30 Notes to the Accounts 44 Independent Auditors' Report IBC Shareholders' Calendar
Highlights
Another record profit has been achieved with increased returns for shareholders. We have also invested for future growth.
Turnover
£116m
Profit before taxation
£17.2m
Shareholders' funds
£62.2m
Turnover (including discontinued operations and share of joint ventures) Profit before taxation Earnings per share Dividend Gearing percentage Dividend cover Shareholders' funds
2002
£116.3m £17.2m 87.00p 15.20p 29.0% 5.6x £62.2m
2001
£91.2m £10.1m 53.27p 12.75p
24.0% 4.2x
£50.7m
change
up 27% up 71% up 63% up 19%
up 33% up 23%
116.3
91.2 81.0
20.3
11.7 8.8
62.2
50.7 43.7
02 01 00
Turnover £m including share of joint ventures
02 01 00
Profit before interest by division £m before central costs and discontinued activities
Bett Homes
Bett Properties
02 01 00
Shareholders' funds £m
1 Bett Annual Report and Accounts 2002
Chairman's Statement
Iain Bett Chairman 8 November 2002
The year was one of outstanding progress based on significant expansion and increasing focus. Group turnover (including share of joint ventures) rose to £116m from £91m in 2001, a major step up in activity.
Group pre-tax profits at £17.2m were 71% ahead of 2001 (£10.1m | 0 |
1cons | 60270338.txt_1 | 60270338.txt | p 29.0% 5.6x £62.2m
2001
£91.2m £10.1m 53.27p 12.75p
24.0% 4.2x
£50.7m
change
up 27% up 71% up 63% up 19%
up 33% up 23%
116.3
91.2 81.0
20.3
11.7 8.8
62.2
50.7 43.7
02 01 00
Turnover £m including share of joint ventures
02 01 00
Profit before interest by division £m before central costs and discontinued activities
Bett Homes
Bett Properties
02 01 00
Shareholders' funds £m
1 Bett Annual Report and Accounts 2002
Chairman's Statement
Iain Bett Chairman 8 November 2002
The year was one of outstanding progress based on significant expansion and increasing focus. Group turnover (including share of joint ventures) rose to £116m from £91m in 2001, a major step up in activity.
Group pre-tax profits at £17.2m were 71% ahead of 2001 (£10.1m) being another record year. Each of our divisions has delivered an excellent result. Operating profits in Housing were £15.3m (2001 £8.9m) an increase of 72% and in Property operating profits of £5.1m compared with £2.9m in 2001, a rise of 77%.
Overall basic earnings per share of 87.0p were up by 63% from 53.3p in 2001.
We have been following a strategy consistently for many years of expanding each of our core businesses of housing and property development. Our basic challenge was to replace the contribution from Bett Inns, which was sold at the end of last year and this has been substantially exceeded. The market in housing has been supported by low interest rates and strong demand. I am pleased with our increased activity, having sold 916 units in 2002 compared with 644 units in 2001. Most importantly this has been combined with higher profitability and an enhancing of our reputation in each area. The market was much more subdued in commercial property. Nevertheless as well as achieving a considerable profit contribution we continued to build a strong foundation for the future by fostering long-term joint venture relationships. Outlook We anticipate that our markets will continue to provide a satisfactory environment and an opportunity for | 1 |
1cons | 60270338.txt_2 | 60270338.txt | ) being another record year. Each of our divisions has delivered an excellent result. Operating profits in Housing were £15.3m (2001 £8.9m) an increase of 72% and in Property operating profits of £5.1m compared with £2.9m in 2001, a rise of 77%.
Overall basic earnings per share of 87.0p were up by 63% from 53.3p in 2001.
We have been following a strategy consistently for many years of expanding each of our core businesses of housing and property development. Our basic challenge was to replace the contribution from Bett Inns, which was sold at the end of last year and this has been substantially exceeded. The market in housing has been supported by low interest rates and strong demand. I am pleased with our increased activity, having sold 916 units in 2002 compared with 644 units in 2001. Most importantly this has been combined with higher profitability and an enhancing of our reputation in each area. The market was much more subdued in commercial property. Nevertheless as well as achieving a considerable profit contribution we continued to build a strong foundation for the future by fostering long-term joint venture relationships. Outlook We anticipate that our markets will continue to provide a satisfactory environment and an opportunity for future growth. There has of course been considerable speculation on the future of the housing market and the economy in general. We recognise that there may be a slowdown particularly in some areas for example in the South East which have seen very significant rises but where the economy is more volatile. However we believe that the combination of continuing high employment and low interest rates, an improving economy and reasonable affordability together with our strong land bank will provide a platform for further sensible expansion. This is reinforced by a strong forward sales position where we have recorded almost 700 forward sales for the current year. Our portfolio of deals in commercial property is well spread although market conditions and timing may result in a satisfactory but more average return. Our balance sheet gearing at the year end was 29% which will support a further stepping up of activity in this new year. Dividend We continue to seek to balance a progressive dividend policy with sensible funding for growth. In all the circumstances the Board is recommending a final dividend of 11.00p, an increase of 19% making a total of 15.20p for the year. The total dividend is covered 5.6 times. My thanks are due to all those who have worked in our teams and whose efforts and commitment have produced such a successful year.
2 Bett Annual | 2 |
1cons | 60270338.txt_3 | 60270338.txt | future growth. There has of course been considerable speculation on the future of the housing market and the economy in general. We recognise that there may be a slowdown particularly in some areas for example in the South East which have seen very significant rises but where the economy is more volatile. However we believe that the combination of continuing high employment and low interest rates, an improving economy and reasonable affordability together with our strong land bank will provide a platform for further sensible expansion. This is reinforced by a strong forward sales position where we have recorded almost 700 forward sales for the current year. Our portfolio of deals in commercial property is well spread although market conditions and timing may result in a satisfactory but more average return. Our balance sheet gearing at the year end was 29% which will support a further stepping up of activity in this new year. Dividend We continue to seek to balance a progressive dividend policy with sensible funding for growth. In all the circumstances the Board is recommending a final dividend of 11.00p, an increase of 19% making a total of 15.20p for the year. The total dividend is covered 5.6 times. My thanks are due to all those who have worked in our teams and whose efforts and commitment have produced such a successful year.
2 Bett Annual Report and Accounts 2002
A TRULY FOCUSED PROPERTY GROUP
Chief Executive's Overview
Ronnie Hanna Chief Executive 8 November 2002
Over the last ten years we have moved to focus the business on housing and commercial property and to balance this with the potential and opportunity for growth. Diversified activities have gradually been sold off in line with the challenge of obtaining the right price and the objective of replacing the income with growth from core activities. Bett Inns, the last remaining diversification, was a valuable contribution to the Group over many years but we considered that a sale at the end of last year was entirely appropriate. We have now achieved our focus as can be seen from the diagram below. The competitive demands in property, both housing and commercial development, are naturally increasing. The industry itself is changing and needs to adjust to a tougher statutory and planning environment but also, as in many other markets, an increasingly discerning customer. We are now able to concentrate fully on these issues and are committed to competing successfully. Our strategy remains to deliver the potential from our existing activities and to seek further growth opportunities, including a wider geographic coverage. Timing is critical both from a management and a market perspective. We now have a truly focused base from | 3 |
1cons | 60270338.txt_b0 | 60270338.txt | an opinion on the effectiveness of the Group's corporate governance procedures or its risk and control procedures.
We read the other information contained in the Annual Report for the above year as described in the contents section and consider whether it is consistent with the audited accounts. We consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the accounts.
Basis of audit opinion We conducted our audit in accordance with United Kingdom auditing standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the accounts. It also includes an assessment of the significant estimates and judgments made by the directors in the preparation of the accounts and of whether the accounting policies are appropriate to the circumstances of the Company and of the Group, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the accounts are free from material misstatement, whether caused by fraud or other irregularity of error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the accounts.
Opinion In our opinion the accounts give a true and fair view of the state of affairs of the Company and of the Group at 31 August 2002 and of the profit of the Group for the year then ended and have been properly prepared in accordance with the Companies Act 1985.
Deloitte & Touche Chartered Accountants and Registered Auditors Edinburgh 8 November 2002
Notes An audit does not provide assurance on the maintenance and integrity of the website, including controls used to achieve this, and in particular on whether any changes may have occurred to the financial statements since first published. These matters are the responsibility of the directors but no control procedures can provide absolute assurance in this area. Legislation in the United Kingdom governing the preparation and dissemination of financial statements differs from legislation in other jurisdictions.
44 Bett Annual Report and Accounts 2002
Shareholders' Calendar
Annual General Meeting Payment of final dividend Announcement of half-year results Payment of interim dividend Preliminary announcement of full-year results
19 December 2002 20 January 2003 Late April 2003 21 July 2003 Late October 2003
Designed and produced by Tayburn Corporate
Bett Brothers plc 9 Cox Street Dundee DD3 9HA
Tel 01382 884191 Fax 01382 833918
www.bett.co.uk
| 4 |
1cons | 60270338.txt_b1 | 60270338.txt | accounting policies set out therein.
Respective responsibilities of directors and auditors The directors' responsibilities for preparing the Annual Report and the accounts in accordance with applicable United Kingdom law and accounting standards are set out in the Statement of Directors' Responsibilities.
Our responsibility is to audit the accounts in accordance with relevant United Kingdom legal and regulatory requirements, auditing standards and the Listing Rules of the Financial Services Authority.
We report to you our opinion as to whether the accounts give a true and fair view and are properly prepared in accordance with the Companies Act 1985. We also report to you if, in our opinion, the Directors' Report is not consistent with the accounts, if the Company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law or the Listing Rules regarding directors' remuneration and transactions with the Company and other members of the Group is not disclosed.
We review whether the Corporate Governance Statement reflects the Company's compliance with the seven provisions of the Combined Code specified for our review by the Listing Rules, and we report if it does not. We are not required to consider whether the Board's statements on internal control cover all risks and controls, or form an opinion on the effectiveness of the Group's corporate governance procedures or its risk and control procedures.
We read the other information contained in the Annual Report for the above year as described in the contents section and consider whether it is consistent with the audited accounts. We consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the accounts.
Basis of audit opinion We conducted our audit in accordance with United Kingdom auditing standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the accounts. It also includes an assessment of the significant estimates and judgments made by the directors in the preparation of the accounts and of whether the accounting policies are appropriate to the circumstances of the Company and of the Group, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the accounts are free from material misstatement, whether caused by fraud or other irregularity of error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the accounts.
Opinion In our opinion the accounts give a true | 5 |
1cons | 60762429.txt_0 | 60762429.txt | 2005 ANNUAL REPORT
"There is no favourable wind for he who knows not where he is heading"
SENECA
MANAGEMENT REPORT BY THE BOARD OF DIRECTORS
2005 FINANCIAL YEAR
CORPORATE ACCOUNTS AND CONSOLIDATED ACCOUNTS AT 31 DECEMBER 2005 PRESENTED TO THE GENERAL MEETING OF 26 APRIL 2006
Compagnie du Bois Sauvage Limited liability company (société anonyme) with a capital of 112,587,236 Registered office: Rue du Bois Sauvage 17 B - 1000 Brussels VAT no BE 0402 964 823 Brussels Register of Legal Entities (RPM)
02 Letter to the shareholders 04 Key figures at 31 December 06 Principal risk factors 07 History and origins of the Group 09 Financial calendar and Board of Directors 11 Corporate Governance 19 Organisational chart of the Group 20 Activities during the financial year 43 Distribution of profits 45 Portfolio valuation at 31 December 2005 47 Prospects for 2006 48 Financial annex
This report is also available in French and Dutch. In the event of any discrepancy, the French version shall be deemed authoritative. To obtain a copy of this brochure, please write to: Compagnie du Bois Sauvage S.A. Rue du Bois Sauvage 17 B - 1000 Brussels Tel.: (32.2) 227.54.50 Fax: (32.2) 219.25.20 e-mail: info@bois-sauvage.be www.bois-sauvage.be
COMPAGNIE DU BOIS SAUVAGE IS A HOLDING COMPANY UNDER BELGIAN LAW, LISTED ON EURONEXT BRUSSELS. IT HAS A STABLE SHAREHOLDING STRUCTURE BEING PREDOMINANTLY FAMILY-OWNED. THE COMPANY'S VOCATION IS TO ACQUIRE PARTICIPATING INTERESTS IN LISTED OR NON-LISTED COMPANIES. IT WISHES TO SUPPORT TALENTED BUSINESSMEN AND WOMEN, WHETHER FINANCIERS OR INDUSTRIALISTS, WHO ARE SEEKING SUPPORT AT A CERTAIN STAGE OF THEIR BUSINESSES. IT THUS PROVIDES ASSISTANCE TO THE FINANCIAL MANAGEMENT, STRUCTURE AND CAPITAL STABILITY OF THESE ENTERPRISES. ALSO BEING A REAL ESTATE COMP | 0 |
1cons | 60762429.txt_1 | 60762429.txt | Bois Sauvage S.A. Rue du Bois Sauvage 17 B - 1000 Brussels Tel.: (32.2) 227.54.50 Fax: (32.2) 219.25.20 e-mail: info@bois-sauvage.be www.bois-sauvage.be
COMPAGNIE DU BOIS SAUVAGE IS A HOLDING COMPANY UNDER BELGIAN LAW, LISTED ON EURONEXT BRUSSELS. IT HAS A STABLE SHAREHOLDING STRUCTURE BEING PREDOMINANTLY FAMILY-OWNED. THE COMPANY'S VOCATION IS TO ACQUIRE PARTICIPATING INTERESTS IN LISTED OR NON-LISTED COMPANIES. IT WISHES TO SUPPORT TALENTED BUSINESSMEN AND WOMEN, WHETHER FINANCIERS OR INDUSTRIALISTS, WHO ARE SEEKING SUPPORT AT A CERTAIN STAGE OF THEIR BUSINESSES. IT THUS PROVIDES ASSISTANCE TO THE FINANCIAL MANAGEMENT, STRUCTURE AND CAPITAL STABILITY OF THESE ENTERPRISES. ALSO BEING A REAL ESTATE COMPANY, IT HOLDS HIGH-QUALITY REAL-ESTATE ASSETS WHICH ARE THE SOURCE OF STABLE AND RECURRENT INCOME.
VERY ATTENTIVE TO THE INTERESTS OF ITS OWN SHAREHOLDERS, IT HAS DISTRIBUTED A DIVIDEND WHICH HAS GROWN STEADILY SINCE 1998, AT A RATE SUPERIOR TO THE INFLATION.
Letter to the shareholders
The good stock market and economic results in 2005 coupled with the strategy of controlled development of the participating interests and new investments have enabled the Company to post a record consolidated profit of 67 million.
True to its distribution policy aimed at ensuring steadily growing revenue of a level at least equal to inflation, the Company proposes raising the gross dividend to 8.40 per share, i.e. an increase of 7% in respect of the adjusted 2004 dividend.
In October 2005 the Company successfully issued a bond loan with warrants of 41 million for a term of seven years offering a coupon of 3.5%. The purpose of this issue is to increase the average term of the liability, to reinforce equity capital in the long run, to increase the float in the event of the warrants being exercised, and | 1 |
1cons | 60762429.txt_2 | 60762429.txt | ANY, IT HOLDS HIGH-QUALITY REAL-ESTATE ASSETS WHICH ARE THE SOURCE OF STABLE AND RECURRENT INCOME.
VERY ATTENTIVE TO THE INTERESTS OF ITS OWN SHAREHOLDERS, IT HAS DISTRIBUTED A DIVIDEND WHICH HAS GROWN STEADILY SINCE 1998, AT A RATE SUPERIOR TO THE INFLATION.
Letter to the shareholders
The good stock market and economic results in 2005 coupled with the strategy of controlled development of the participating interests and new investments have enabled the Company to post a record consolidated profit of 67 million.
True to its distribution policy aimed at ensuring steadily growing revenue of a level at least equal to inflation, the Company proposes raising the gross dividend to 8.40 per share, i.e. an increase of 7% in respect of the adjusted 2004 dividend.
In October 2005 the Company successfully issued a bond loan with warrants of 41 million for a term of seven years offering a coupon of 3.5%. The purpose of this issue is to increase the average term of the liability, to reinforce equity capital in the long run, to increase the float in the event of the warrants being exercised, and to obtain funds for new investments.
On this occasion a special period of conversion of the bond issued in 2004 was opened and enabled an increase in equity capital of 12.7 million.
Consolidating its strategic axes, the Company has: · subscribed to the capital increase of its subsidiary Compagnie du Bois Sauvage Nederland
( 11.9 million); · participated in the restructuring of Groupe Fauchon, in which it currently holds a 35.3% stake
( 6.2 million); · increased its investment in the insurance company TC Ré ( 2.5 million); · acquired a participating interest in the company Chemcom ( 1.8 million); · completed its investment in the American real estate partnership DSF (US$ 1.5 million); · acquired a participating interest in the company Euroscreen ( 1 million); · increased its investment in the holding company Floridienne ( 0.9 million); · increased its investment in the company Codic ( 0.6 million); · increased its participating interest in the American company Nomacorc (US$ 0.6 million); · increased its participating interest in the company Neuhaus to bring it to 49.3% ( 0.6 million); · subscribed | 2 |
1cons | 60762429.txt_3 | 60762429.txt | to obtain funds for new investments.
On this occasion a special period of conversion of the bond issued in 2004 was opened and enabled an increase in equity capital of 12.7 million.
Consolidating its strategic axes, the Company has: · subscribed to the capital increase of its subsidiary Compagnie du Bois Sauvage Nederland
( 11.9 million); · participated in the restructuring of Groupe Fauchon, in which it currently holds a 35.3% stake
( 6.2 million); · increased its investment in the insurance company TC Ré ( 2.5 million); · acquired a participating interest in the company Chemcom ( 1.8 million); · completed its investment in the American real estate partnership DSF (US$ 1.5 million); · acquired a participating interest in the company Euroscreen ( 1 million); · increased its investment in the holding company Floridienne ( 0.9 million); · increased its investment in the company Codic ( 0.6 million); · increased its participating interest in the American company Nomacorc (US$ 0.6 million); · increased its participating interest in the company Neuhaus to bring it to 49.3% ( 0.6 million); · subscribed to a convertible loan from the company Europal ( 0.5 million).
In December 2005, the Company made a takeover bid on the company Neuhaus, in which it now holds 94.85%. This operation, which was successfully wound up at the beginning of 2006, was a support measure for the transfer of the listing of the Neuhaus share from the regulated market to the free market of Euronext Brussels.
2
BOIS SAUVAGE ANNUAL REPORT 2005
ANNUAL REPORT 2005 COMPAGNIE DU BOIS SAUVAGE
Letter to the shareholders
The participating interest in the company Nomacorc was brought into the holding company Noël Group, in which the Company has been a shareholder for many years and currently holds a 19.7% stake. The derivatives trading activities resulted in a profit of 4.7 million, amply covering overheads and current depreciation. As of 1 January 2005, the accounts have been drawn up in accordance with the IFRS standards, with the consolidation perimeter including the accounts of the subsidiary Neuhaus for the first time. The measures aimed at improving the information to the shareholders have been continued: the Corporate Governance Charter approved by the Board of Directors has been available since 1 January | 3 |
1cons | 60762429.txt_b0 | 60762429.txt | the consolidated accounts contain no significant anomalies.
In accordance with these standards, we have taken account of the organisation of the consolidated unit in terms of administrative and accounting matters as well as its internal auditing system. The Company's Managers have answered our requests for explanation and information with clarity. We have examined, by sampling, the justification of the amounts appearing in the consolidated accounts. We have evaluated the cogency of the rules of evaluation, of the rules of consolidation and the significant accounting estimates made by the company, as well as the presentation of the consolidated accounts as a whole.We believe that our work and that of our colleagues who have audited the accounts of the subsidiary companies provide a reasonable basis for the expression of our opinion.
In our opinion, founded on our revision and on our colleagues' reports, and in the light of the legal and regulatory provisions applicable in Belgium, the consolidated accounts as at 31 December 2005 give a faithful image of the consolidated unit's asset base, financial standing and results.
55
BOIS SAUVAGE ANNUAL REPORT 2005
Auditor's Report
Additional Certification and Information
We are completing our report with the following additional certification and information, which is not of a kind to alter the scope of the certification of the consolidated accounts:
The consolidated Management Report includes the information required by law and accords with the consolidated accounts. However, we are not in a position to pronounce on the description of the principal risks and uncertainties with which all of the companies included in the consolidation are confronted, as well as their situation, their foreseeable evolution or the notable influence of certain facts on their future development. We can nevertheless confirm that the information provided does not contain any obvious contradictions with the information given to us in the context of our mandate.
TUBIZE, 15 MARCH 2006
DESCHAMPS, GODEFROID, VERSET & CO REPRESENTED BY ANDRÉ R. DESCHAMPS AUDITOR
BOIS SAUVAGE ANNUAL REPORT 2005
56
2005 ANNUAL REPORT Compagnie du Bois Sauvage S.A. Rue du Bois Sauvage 17 B - 1000 Brussels Tel.: (32.2) 227.54.50 Fax: (32.2) 219.25.20 e-mail: info@bois-sauvage.be www.bois-sauvage.be
design www.landmarks.be
| 4 |
1cons | 60762429.txt_b1 | 60762429.txt | that has been entrusted to us.
We have proceed to review the consolidated accounts for the financial year ending 31 December 2005, established on the basis of legal and regulatory provisions in force in Belgium, of which the balance sheet total amounts to EUR 736,469,883.26 and of which the income statement shows a benefit for the financial year of EUR 73,832,917.87. We have also carried out certain specific additional checks as required by law. The annual accounts of the majority of the Belgian and foreign companies included in the consolidation and controlled by other auditors have been the subject, insofar as these documents were available, of reports or certifications on the accounts of those companies as at 31 December 2005 or on a nearby date; we have based ourselves on their certifications.
The establishment of the consolidated accounts and the appreciation of the information to be included in the consolidated Management Report is the management body's responsibility.
Our audit of the consolidated accounts has been carried out in accordance with the applicable standards of revision in Belgium, such as enacted by the Institute of Company Auditors.
Unqualified Certification of the Consolidated Accounts
The aforesaid standards of revision require that our audit be organised and performed in such a way as to obtain reasonable assurance that the consolidated accounts contain no significant anomalies.
In accordance with these standards, we have taken account of the organisation of the consolidated unit in terms of administrative and accounting matters as well as its internal auditing system. The Company's Managers have answered our requests for explanation and information with clarity. We have examined, by sampling, the justification of the amounts appearing in the consolidated accounts. We have evaluated the cogency of the rules of evaluation, of the rules of consolidation and the significant accounting estimates made by the company, as well as the presentation of the consolidated accounts as a whole.We believe that our work and that of our colleagues who have audited the accounts of the subsidiary companies provide a reasonable basis for the expression of our opinion.
In our opinion, founded on our revision and on our colleagues' reports, and in the light of the legal and regulatory provisions applicable in Belgium, the consolidated accounts as at 31 December 2005 give a faithful image of the consolidated unit's asset base, financial standing and results.
55
BOIS SAUVAGE ANNUAL REPORT 2005
Auditor's Report
Additional Certification and Information
We are completing our report with the following additional certification and information, which is not of a kind to alter the scope of the certification of | 5 |
1cons | 61168225.txt_0 | 61168225.txt | ANNUAL REPORT AND ACCOUNTS 2008
Unlocking full potential
BPP ANNUAL REPORT 2008 WELCOME TO BPP
WELCOME TO BPP
At BPP, we help people reach their full potential through high quality education and training. We are a market leading company with the expertise and experience to develop the careers of business professionals, train people for professional qualifications, offer higher education qualifications of our own and prepare students for higher education. Our goal is to empower students to succeed through our relentless focus on quality, supported by flexible learning solutions and outstanding educational material. Following a comprehensive review, we have identified five key priorities to drive the business to new levels of performance in the coming years. These priorities are to:
Drive revenue and margin growth in our core Examinations business Capitalise on growing demand for our Law Schools Deliver a successful and differentiated Business School Manage other areas of the business for profitable growth Create the platform to measure success and deliver financial performance. This report outlines our achievements during 2008 and the opportunities we now have to deliver further success by unlocking the full potential of BPP.
BPP ANNUAL REPORT 2008 WELCOME TO BPP 01
2008 FINANCIAL HIGHLIGHTS
REVENUE £m1
£165.5m
08 07 06 05 04
10%
113.1 101.6
165.5 150.0 129.7
GROUP OPERATING PROFIT
£21.5m 2%
08 07 06 05 04
21.5 21.0
21.5 18.6 14.4
UNDERLYING OPERATING PROFIT £m2
£28.3m 10%
08
07
06
05
04
15.9
21.3 18.9
28.3 25.7
BASIC EPS pence 3
28.2p 9%
08 07 06 05 04
17.8 15.7
28.2 25.8 23.5
ADJUSTED EPS pence 4
36.5p 9%
08 07 06 05 04
25.4 20.1 17.6
36.5 33.6
DIVIDEND PER SHARE pence
23.0p 10%
08 07 06 05 04
17.7 15.6 15.0
| 0 |
1cons | 61168225.txt_1 | 61168225.txt | UE £m1
£165.5m
08 07 06 05 04
10%
113.1 101.6
165.5 150.0 129.7
GROUP OPERATING PROFIT
£21.5m 2%
08 07 06 05 04
21.5 21.0
21.5 18.6 14.4
UNDERLYING OPERATING PROFIT £m2
£28.3m 10%
08
07
06
05
04
15.9
21.3 18.9
28.3 25.7
BASIC EPS pence 3
28.2p 9%
08 07 06 05 04
17.8 15.7
28.2 25.8 23.5
ADJUSTED EPS pence 4
36.5p 9%
08 07 06 05 04
25.4 20.1 17.6
36.5 33.6
DIVIDEND PER SHARE pence
23.0p 10%
08 07 06 05 04
17.7 15.6 15.0
23.0 20.9
Notes 1. 2004 is restated following adoption of IFRS and for removal of discontinued operations. 2. Underlying operating profit is before net exceptional revenue and costs (2008: net loss of
£2.5m comprising reorganisation and systems related expenses; 2007: net loss of £2.2m comprising bid defence and property related expenses; 2006: net profit of £0.9m comprising profit on sale of property), and before investment in the Business School (2008: £3.2m; 2007: £2.4m; 2006: £0.7m) and before investment in the Group's Full Potential Review (2008: £1.0m). 3. Basic earnings per share is earnings from continuing operations. 4. Adjusted earnings per share is earnings from continuing operations before exceptional items, adjustments to the carrying value of minority interest options and investments in the Business School and Full Potential Review divided by the weighted average of ordinary shares used for calculating basic earnings per share.
CONTENTS
WELCOME TO BPP 02 BPP AS AN INVESTMENT 04 OUR DIVISIONS 06 CHAIRMAN'S INTRODUCTION
STRATEGIC REVIEW 10 A STR | 1 |
1cons | 61168225.txt_2 | 61168225.txt |
23.0 20.9
Notes 1. 2004 is restated following adoption of IFRS and for removal of discontinued operations. 2. Underlying operating profit is before net exceptional revenue and costs (2008: net loss of
£2.5m comprising reorganisation and systems related expenses; 2007: net loss of £2.2m comprising bid defence and property related expenses; 2006: net profit of £0.9m comprising profit on sale of property), and before investment in the Business School (2008: £3.2m; 2007: £2.4m; 2006: £0.7m) and before investment in the Group's Full Potential Review (2008: £1.0m). 3. Basic earnings per share is earnings from continuing operations. 4. Adjusted earnings per share is earnings from continuing operations before exceptional items, adjustments to the carrying value of minority interest options and investments in the Business School and Full Potential Review divided by the weighted average of ordinary shares used for calculating basic earnings per share.
CONTENTS
WELCOME TO BPP 02 BPP AS AN INVESTMENT 04 OUR DIVISIONS 06 CHAIRMAN'S INTRODUCTION
STRATEGIC REVIEW 10 A STRONG PLATFORM 14 OUR STRATEGIC OBJECTIVES 16 OUR DELIVERY PLATFORM 17 CORPORATE RESPONSIBILITY
PERFORMANCE REVIEW 20 PERFORMANCE REVIEW 22 DIVISIONAL REVIEW 22 BPP PROFESSIONAL EDUCATION 24 BPP COLLEGE OF
PROFESSIONAL STUDIES 26 MPW 28 FINANCIAL REVIEW 30 RISK FACTORS
GOVERNANCE 32 BOARD OF DIRECTORS 34 DIRECTORS' REPORT 38 CORPORATE GOVERNANCE 42 DIRECTORS' REMUNERATION REPORT
ACCOUNTS GROUP 49 AUDIT REPORT 50 INCOME STATEMENT 51 STATEMENT OF RECOGNISED INCOME AND EXPENSE 52 BALANCE SHEET 53 CASH FLOW STATEMENT 54 NOTES TO THE FINANCIAL STATEMENTS
COMPANY 91 AUDIT REPORT 92 BALANCE SHEET 93 NOTES TO THE FINANCIAL
STATEMENTS
103 FIVE YEAR FINANCIAL REVIEW 104 SHAREHOLDER INFORMATION
BPP ANNUAL REPORT 2008 WELCOME TO BPP 02
BPP AS AN INVESTMENT
BPP is a unique business, well positioned to exploit | 2 |
1cons | 61168225.txt_3 | 61168225.txt | ONG PLATFORM 14 OUR STRATEGIC OBJECTIVES 16 OUR DELIVERY PLATFORM 17 CORPORATE RESPONSIBILITY
PERFORMANCE REVIEW 20 PERFORMANCE REVIEW 22 DIVISIONAL REVIEW 22 BPP PROFESSIONAL EDUCATION 24 BPP COLLEGE OF
PROFESSIONAL STUDIES 26 MPW 28 FINANCIAL REVIEW 30 RISK FACTORS
GOVERNANCE 32 BOARD OF DIRECTORS 34 DIRECTORS' REPORT 38 CORPORATE GOVERNANCE 42 DIRECTORS' REMUNERATION REPORT
ACCOUNTS GROUP 49 AUDIT REPORT 50 INCOME STATEMENT 51 STATEMENT OF RECOGNISED INCOME AND EXPENSE 52 BALANCE SHEET 53 CASH FLOW STATEMENT 54 NOTES TO THE FINANCIAL STATEMENTS
COMPANY 91 AUDIT REPORT 92 BALANCE SHEET 93 NOTES TO THE FINANCIAL
STATEMENTS
103 FIVE YEAR FINANCIAL REVIEW 104 SHAREHOLDER INFORMATION
BPP ANNUAL REPORT 2008 WELCOME TO BPP 02
BPP AS AN INVESTMENT
BPP is a unique business, well positioned to exploit the long term trend of increasing demand for business and professional skills.
We provide an extensive range of development opportunities for our customers. We help them train to pass professional examinations, study for BPP's own qualifications, maintain professional capability through continuous professional development, and study to pass or improve grades for GCSEs and A-levels. We provide and publish our own intellectual property to support them.
In nearly all areas of our business, we have leading or strong market positions, built on outstanding educational success and high levels of customer satisfaction. We are the only private sector company to have the power to award university degrees in the UK.
We have identified considerable opportunity for organic growth and margin improvement with a stable and experienced management team seeking to continue a history of success.
We believe that this opportunity, building on a platform of:
Strong 2008 results Excellent cash generation A robust balance sheet and accompanying dividend growth
will allow us to maintain our track record of performance over the medium to longer term.
GROUP Group revenue up 10% to £165.5m Profit before tax up 6% to £19.6m Underlying operating profit1 up 10% to £28.3m Basic earnings per share up2 9% to 28.2p Adjusted | 3 |
1cons | 61168225.txt_b0 | 61168225.txt | ) 14,009
14,009
(447) 13,562 (10,389)
3,173
28.2
31.7 28.0 23.0 14,549 375 14,924 26,187 75,048 (27,024) (59,287) 14,924
BPP ANNUAL REPORT 2008 104
SHAREHOLDER INFORMATION
DIRECTORS David Sugden, BSC, FCA (Non-Executive Chairman) Roger Siddle, MBA (Chief Executive) Carl Lygo, LLM, Barrister and Professor of Laws Chris Ross-Roberts, ACA (Finance Director) John Warren, FCA Mike Kirkham Nicola Nicholls Si Hussain, ACA
COMPANY SECRETARY Michael Daykin, M.Eng, FCA, CIA, ACIS
REGISTERED OFFICE BPP House 142-144 Uxbridge Road London W12 8AA Tel: 020 8740 2222 Fax: 020 8740 1111 www.bpp.com
FINANCIAL PR ADVISERS Tulchan Communications Sixth Floor Kildeare House 3 Dorset Rise London EC4Y 8EN
JOINT CORPORATE BROKER Investec Bank plc 2 Gresham Street London EC2V 7QP
JOINT CORPORATE BROKER Panmure Gordon & co Moorgate Hall 155 Moorgate London EC2M 6XB
FINANCIAL ADVISER Hawkpoint Partners Ltd 41 Lothbury London EC2R 7AE
AUDITORS Ernst & Young LLP 1 More London Place London SE1 2AF
SOLICITORS MacFarlanes 10 Norwich Street London EC4A 1BD
BANKERS The Royal Bank of Scotland 36 St. Andrew Square Edinburgh EH2 2YB
REGISTRARS AND TRANSFER OFFICE Capita IRG plc The Registry 34 Beckenham Road Beckenham Kent BR3 4TU
Designed and produced by Radley Yeldar London www.ry.com
BPP House 142-144 Uxbridge Road London W12 8AA Tel: +44 (0)20 8740 2222 Fax: +44 (0)20 8740 1111 www.bpp.com
Printed on Satimat Silk. Manufactured at mill with ISO 9001 certification. ISO 14001, FSC Certified Mixed Sources and chlorine free.
| 4 |
1cons | 61168225.txt_b1 | 61168225.txt | ) 12,463
12,463
(432) 12,031 (8,600)
3,431
23.5
24.5 23.0 17.7 10,609 402 11,011 17,549 77,153 (36,608) (47,083) 11,011
IFRS 2007 £'000
150,040
23,297 (50)
23,247
(1,267)
(975)
21,005 (2,223)
(246)
18,536 (5,646) 12,890
12,890
(426) 12,464 (8,924)
3,540
25.8
30.1 25.3 20.9 15,654 427 16,081 20,589 74,611 (29,036) (50,083) 16,081
IFRS 2008 £'000
165,497
24,429 (439)
23,990
(1,388)
(1,129) 21,473 (2,022)
120
19,571 (5,562) 14,009
14,009
(447) 13,562 (10,389)
3,173
28.2
31.7 28.0 23.0 14,549 375 14,924 26,187 75,048 (27,024) (59,287) 14,924
BPP ANNUAL REPORT 2008 104
SHAREHOLDER INFORMATION
DIRECTORS David Sugden, BSC, FCA (Non-Executive Chairman) Roger Siddle, MBA (Chief Executive) Carl Lygo, LLM, Barrister and Professor of Laws Chris Ross-Roberts, ACA (Finance Director) John Warren, FCA Mike Kirkham Nicola Nicholls Si Hussain, ACA
COMPANY SECRETARY Michael Daykin, M.Eng, FCA, CIA, ACIS
REGISTERED OFFICE BPP House 142-144 Uxbridge Road London W12 8AA Tel: 020 8740 2222 Fax: 020 8740 1111 www.bpp.com
FINANCIAL PR ADVISERS Tulchan Communications Sixth Floor Kildeare House 3 Dorset Rise London EC4Y 8EN
JOINT CORPORATE BROKER Investec Bank | 5 |
1cons | 60587014.txt_0 | 60587014.txt | ANNUAL REPORT
2004
1
Contents
FACTS
3
THE BANK'S MANAGEMENT
4
2004
5
KEY FIGURES - THE GROUP
6
THE YEAR IN REVIEW - THE GROUP
7
CORPORATE GOVERNANCE
11
SHAREHOLDER INFORMATION
12
THE QUALITY ACCOUNTING STATEMENT
13
THE BUSINESS AREAS
16
SPAR NORD'S LOCAL BANKS
17
CORPORATE BANKING
19
TRADING, FINANCIAL MARKETS & THE INT. DIVISION
20
CORPORATE COORDINATION & SUPPORT
21
FINANS NORD A/S
22
CREDIT RISKS
24
MARKET RISKS
26
ENDORSEMENTS
28
ACCOUNTING POLICIES
30
INCOME STATEMENT
34
BALANCE SHEET
35
CASH FLOW STATEMENT
36
PERFORMANCE INDICATORS
37
NOTES TO THE FINANCIAL STATEMENT
38
PENSION POOLS
53
SPAR NORD BANK, EXCL. PENSION POOLS
54
DERIVATIVE INSTRUMENTS
56
QUARTERLY KEY FIGURES - THE GROUP
60
OTHER INFORMATION
61
2
Facts
Spar Nord is a modern financial institution with a long history. Today it has 208,000 customers, 85,000 shareholders and 1,100 employees.
Much has changed since 1824, but there is a recurrent theme. The goal remains to create prosperity, or as we say today:
The Bank is divided into five business areas: Spar Nord's local banks, Corporate Banking, Trading, Financial Markets & the International Division, Finans Nord A/S and Corporate Coordination & Support.
The local banks make up the largest business area, with 697 employees spread over 24 banking areas and 69 local banks. In 2002, the Bank set the goal of becoming nationwide, and since then another five local banks have opened for business outside North Jutland | 0 |
1cons | 60587014.txt_1 | 60587014.txt | FORMANCE INDICATORS
37
NOTES TO THE FINANCIAL STATEMENT
38
PENSION POOLS
53
SPAR NORD BANK, EXCL. PENSION POOLS
54
DERIVATIVE INSTRUMENTS
56
QUARTERLY KEY FIGURES - THE GROUP
60
OTHER INFORMATION
61
2
Facts
Spar Nord is a modern financial institution with a long history. Today it has 208,000 customers, 85,000 shareholders and 1,100 employees.
Much has changed since 1824, but there is a recurrent theme. The goal remains to create prosperity, or as we say today:
The Bank is divided into five business areas: Spar Nord's local banks, Corporate Banking, Trading, Financial Markets & the International Division, Finans Nord A/S and Corporate Coordination & Support.
The local banks make up the largest business area, with 697 employees spread over 24 banking areas and 69 local banks. In 2002, the Bank set the goal of becoming nationwide, and since then another five local banks have opened for business outside North Jutland. In 2004, a local bank was opened in Horsens, and on 14 January 2005 in Fredericia. The local banks serve private customers and businesses in the local area.
Corporate Banking has 22 employees working for two divisions, viz. the Corporate Banking Division and the Private Banking Division, both located in Aalborg. These divisions serve major corporate customers and high-net-worth individuals.
"Choose us for the money"
The target group also remains essentially the same, viz. private customers and businesses in the local area.
VISION With our roots in North Jutland, Spar Nord Bank will create and develop financial and human values through personal relationships and the sale of individual financial solutions.
VALUES Spar Nord Bank is a professional company that engages in good business practices. We strive to be an attractive workplace and to create a congenial atmosphere for both employees and customers.
Trading, Financial Markets & the International Division has 55 employees, working in one of the two subdivisions, the Trading, Financial Markets Division and the International Division. These subdivisions serve and advise major customers and other banks.
Finans Nord is an independent subsidiary with 56 employees and offices in Aalborg, Vejle and Ros | 1 |
1cons | 60587014.txt_2 | 60587014.txt | . In 2004, a local bank was opened in Horsens, and on 14 January 2005 in Fredericia. The local banks serve private customers and businesses in the local area.
Corporate Banking has 22 employees working for two divisions, viz. the Corporate Banking Division and the Private Banking Division, both located in Aalborg. These divisions serve major corporate customers and high-net-worth individuals.
"Choose us for the money"
The target group also remains essentially the same, viz. private customers and businesses in the local area.
VISION With our roots in North Jutland, Spar Nord Bank will create and develop financial and human values through personal relationships and the sale of individual financial solutions.
VALUES Spar Nord Bank is a professional company that engages in good business practices. We strive to be an attractive workplace and to create a congenial atmosphere for both employees and customers.
Trading, Financial Markets & the International Division has 55 employees, working in one of the two subdivisions, the Trading, Financial Markets Division and the International Division. These subdivisions serve and advise major customers and other banks.
Finans Nord is an independent subsidiary with 56 employees and offices in Aalborg, Vejle and Roskilde. The company offers financing and leasing services.
Corporate Coordination & Support has 198 employees, spread over seven divisions, providing administrative support to the rest of the organization.
ORGANIZATIONAL PRINCIPLE The basic principle is that the decentralized units should make demands on headquarters, and not vice versa. Consequently, the decentralized units have a high level of decision-making powers in HR matters, customer service, local marketing initiatives and branch location.
HISTORY The foundation stone of what ultimately became Spar Nord Bank was laid in 1824 in a street in Aalborg, called Jomfru Ane Gade. One of the founders was grocer Jacob Kjellerup, who established Aalborg Byes og Omegns Sparekasse.
Its mission was:
"To be a door to prosperity"
In 1967, Aalborg Bys og Omegns Sparekasse merged with Landbosparekassen to become Sparekassen Nordjylland. In the following years, several local banks joined the new savings bank, which was converted into a listed public limited company in 1990 and in 1998 renamed Spar Nord Bank.
| 2 |
1cons | 60587014.txt_3 | 60587014.txt | kilde. The company offers financing and leasing services.
Corporate Coordination & Support has 198 employees, spread over seven divisions, providing administrative support to the rest of the organization.
ORGANIZATIONAL PRINCIPLE The basic principle is that the decentralized units should make demands on headquarters, and not vice versa. Consequently, the decentralized units have a high level of decision-making powers in HR matters, customer service, local marketing initiatives and branch location.
HISTORY The foundation stone of what ultimately became Spar Nord Bank was laid in 1824 in a street in Aalborg, called Jomfru Ane Gade. One of the founders was grocer Jacob Kjellerup, who established Aalborg Byes og Omegns Sparekasse.
Its mission was:
"To be a door to prosperity"
In 1967, Aalborg Bys og Omegns Sparekasse merged with Landbosparekassen to become Sparekassen Nordjylland. In the following years, several local banks joined the new savings bank, which was converted into a listed public limited company in 1990 and in 1998 renamed Spar Nord Bank.
3
The Bank's Management
SUPERVISORY BOARD
CHAIRMEN OF THE LOCAL BANKS COMMITTEES
Chief Executive Officer Torben Fristrup Chairman
Estate Agent Erling Kjær Deputy Chairman
Chief Executive Officer Carsten Normann
Senior Teacher Niels Ole Arndt
Chief Executive Officer Henrik Hougaard
Managing Director Per Søndergaard
Principal Adm. Officer Trine Bruun Haals Elected by the employees
Principal Adm. Officer Ole Skov Elected by the employees
Senior Clerk Jan Høholt Jensen Elected by the employees
EXECUTIVE BOARD
Chief Executive Officer Lasse Nyby
Managing Director John Lundsgaard
Managing Director Lars Møller
4
BRØNDERSLEV State-authorized Estate Agent Jesper Hardahl
FREDERIKSHAVN Master Carpenter Jens Chr. Jensen
HADSUND Fruit Grower Jess Vibech Laursen
HERNING Managing Director Henrik Hyldgaard
HIRTSHALS Master Auctioneer Knud Damgaard
H | 3 |
1cons | 60587014.txt_b0 | 60587014.txt | aco Group A/S · Celenia Software A/S · VICH 4305 ApS · PL Holding Aalborg A/S · Bjørk & Maigaard ApS · Business Institute Aalborg A/S · J.A. Plastindustri A/S · TBP Invest Aalborg A/S · Lindgaard A/S · Meip 2-1 - 2-5 A/S Member of the supervisory board: · TK Development A/S · Hedegaard A/S · Small Cap Danmark A/S · Boform A/S · OKF Holding A/S · Toppenberg Maskinfabrik A/S · Aalborg Boldspilklub A/S · Skandia Kalk International Trading A/S · Gigantium Arena A/S · 9000 Lux A/S · Marius A/S · Scanmatch A/S · Kollegiefonden Bikuben · Exportakademiet Holding ApS · Ib Andersen VVS A/S
12 March · Spar Nord Bank floats additional supplementary capital
7 April · Notice convening the Annual General Meeting
28 April · Quarterly Report, 1st quarter 2004, for Spar Nord Bank
28 April · Annual General Meeting of Spar Nord Bank
28 July · Notice convening an Extraordinary General Meeting
18 August · Interim Financial Statements 2004 for Spar Nord Bank
18 August · Extraordinary General Meeting of Spar Nord Bank
29 September · Date for Quarterly Financial Statements
27 October · Quarterly Report, 1st 3rd quarters 2004, for Spar Nord Bank
29 October · Spar Nord receives supplementary capital
STOCK EXCHANGE ANNOUNCEMENTS 2005
19 January · Spar Nord Bank - Upward revision of profit for 2004
21 January · Financial Calendar 2005 for Spar Nord Bank
62
© · SPAR NORD BANK · ØRVAD KOMMUNIKATION · PRINFO AALBORG · 2005
63
SPAR NORD BANK A/S Skelagervej 15 P.O. Box 162 DK-9100 Aalborg PHONE +45 96 34 40 00 FAX +45 96 34 45 60 WEB www.sparnord.dk E-MAIL sparnord@sparnord.dk CVR-NR. 13 73 75 84
64
| 4 |
1cons | 60587014.txt_b1 | 60587014.txt | the Supervisory Board since 2001. · Chief Executive Officer of Skiold Holding A/S; · Chief Executive Officer of Skiold Sæby A/S Chairman of the supervisory board: · Skiold Echberg A/S · Engsko A/S · Graintec A/S Member of the supervisory board: · United Milling System ApS
61
Other Information
Carsten Normann (b. 1962), member of the Supervisory Board since 2004. STOCK EXCHANGE ANNOUNCEMENTS 2004
Jan Høholt Jensen (b. 1965), employee-elected member of the Supervisory Board since 2004.
21 January · Financial Calendar 2004 for Spar Nord Bank
Trine Bruun Haals (b. 1959), employee-elected member of the Supervisory 6 February
Board since 2004.
· New investment company
Ole Skov (b. 1959), employee-elected member of the Supervisory Board since 2000.
25 February · Pre-tax profit of DKK 313.2m
Per Søndergaard (b. 1954), member of the Supervisory Board since 2002. Chairman of the supervisory board: · Nowaco Group A/S · Celenia Software A/S · VICH 4305 ApS · PL Holding Aalborg A/S · Bjørk & Maigaard ApS · Business Institute Aalborg A/S · J.A. Plastindustri A/S · TBP Invest Aalborg A/S · Lindgaard A/S · Meip 2-1 - 2-5 A/S Member of the supervisory board: · TK Development A/S · Hedegaard A/S · Small Cap Danmark A/S · Boform A/S · OKF Holding A/S · Toppenberg Maskinfabrik A/S · Aalborg Boldspilklub A/S · Skandia Kalk International Trading A/S · Gigantium Arena A/S · 9000 Lux A/S · Marius A/S · Scanmatch A/S · Kollegiefonden Bikuben · Exportakademiet Holding ApS · Ib Andersen VVS A/S
12 March · Spar Nord Bank floats additional supplementary capital
7 April · Notice convening the Annual General Meeting
28 April · Quarterly Report, 1st quarter 2004, for Sp | 5 |
1cons | 61249179.txt_0 | 61249179.txt | Annual Report and Accounts
2009
YouGov Annual Report and Accounts 2009
Contents
Overview 02 YouGov at a Glance 04 Chairman's Statement 06 Chief Executive Officer's Report 08 Our Corporate Strategy 09 Operational Integration 10 BrandIndex
Business Review 12 Our Hubs 17 Client Case Studies 20 Chief Financial Officer's Report
Management and Governance 22 Board of Directors 24 Directors' Report 27 Remuneration Report 29 Corporate Governance Report 32 Statement of Directors' Responsibilities
Financial Statements 33 Report of the Independent Auditors (to the Members of YouGov plc)
on the Consolidated Financial Statements 34 Consolidated Income Statement 35 Consolidated Balance Sheet 36 Consolidated Statement of Changes in Equity 37 Consolidated Cash Flow Statement 38 Principal Accounting Policies of the Consolidated Financial Statements 48 Notes to the Consolidated Financial Statements 70 Report of the Independent Auditors (to the Members of YouGov plc)
on the Parent Company Financial Statements 71 Company Balance Sheet 72 Principal Accounting Policies of the Company Financial Statements 74 Notes to the Company Financial Statements
Additional Information 79 Notice of Annual General Meeting
Aloha
Hi!
YouGov 01 Annual Report and Accounts 2009
YouGov is the authoritative measure of public opinion and consumer behaviour. It's our ambition to supply a live stream of data and insight into what people are thinking and doing all over the world, all of the time, so that companies, governments and institutions can better serve the people that sustain them.
Holá!
Cze
Salut Hallo
Ciao!
Hej
02 YouGov Annual Report and Accounts 2009
YouGov at a Glance
Revenue by Region
7.8% 16.7%
23.5%
33.0%
19.0%
UK Middle East and North Africa Germany and Central Europe Scandinavia and Northern Europe North America
YouGov is now one of the top 25 research agencies in the world
We now have a panel of
2,216,000
people worldwide
YouGov
Region: UK Offices: London Revenue: £10,470,000 Panel size: 266,000 Number of employees: 90
YouGovPolimetrix
Region: North America Offices: Palo Alto, New York, Princeton, Washington Revenue: £3,455,000 Panel size: 1,488,000 Number of employees: 31
YouGov 03 Annual Report and Accounts 2009
YouGov | 0 |
1cons | 61249179.txt_1 | 61249179.txt | a live stream of data and insight into what people are thinking and doing all over the world, all of the time, so that companies, governments and institutions can better serve the people that sustain them.
Holá!
Cze
Salut Hallo
Ciao!
Hej
02 YouGov Annual Report and Accounts 2009
YouGov at a Glance
Revenue by Region
7.8% 16.7%
23.5%
33.0%
19.0%
UK Middle East and North Africa Germany and Central Europe Scandinavia and Northern Europe North America
YouGov is now one of the top 25 research agencies in the world
We now have a panel of
2,216,000
people worldwide
YouGov
Region: UK Offices: London Revenue: £10,470,000 Panel size: 266,000 Number of employees: 90
YouGovPolimetrix
Region: North America Offices: Palo Alto, New York, Princeton, Washington Revenue: £3,455,000 Panel size: 1,488,000 Number of employees: 31
YouGov 03 Annual Report and Accounts 2009
YouGovZapera
Region: Scandinavia and Northern Europe Offices: Copenhagen, Helsinki, Malmö, Oslo, Stockholm Revenue: £7,393,000 Panel size: 143,000 Number of employees: 71
YouGovSiraj
Region: Middle East and North Africa Offices: Dubai, Dammam, Jeddah, Riyadh Revenue: £8,398,000 Panel size: 197,000 Number of employees: 49
YouGovPsychonomics
Region: Germany and Central Europe Offices: Cologne, Berlin, Vienna Revenue: £14,606,000 Panel size: 122,000 Number of employees: 172
04 YouGov Annual Report and Accounts 2009
Chairman's Statement
"We have continued to gain market share reflecting the compelling nature of the YouGov offering."
The 12 months to 31 July 2009 (YouGov's financial year) has clearly been a very challenging period both for the economy as a whole and specifically for the market research industry which has experienced revenue declines to a greater degree than in previous recessions.
Against this difficult background, our business succeeded in growing reported revenue by 10% to £44m in this last financial year although this represented a fall of 3% in constant currency terms. | 1 |
1cons | 61249179.txt_2 | 61249179.txt | Zapera
Region: Scandinavia and Northern Europe Offices: Copenhagen, Helsinki, Malmö, Oslo, Stockholm Revenue: £7,393,000 Panel size: 143,000 Number of employees: 71
YouGovSiraj
Region: Middle East and North Africa Offices: Dubai, Dammam, Jeddah, Riyadh Revenue: £8,398,000 Panel size: 197,000 Number of employees: 49
YouGovPsychonomics
Region: Germany and Central Europe Offices: Cologne, Berlin, Vienna Revenue: £14,606,000 Panel size: 122,000 Number of employees: 172
04 YouGov Annual Report and Accounts 2009
Chairman's Statement
"We have continued to gain market share reflecting the compelling nature of the YouGov offering."
The 12 months to 31 July 2009 (YouGov's financial year) has clearly been a very challenging period both for the economy as a whole and specifically for the market research industry which has experienced revenue declines to a greater degree than in previous recessions.
Against this difficult background, our business succeeded in growing reported revenue by 10% to £44m in this last financial year although this represented a fall of 3% in constant currency terms. This performance, when compared to the sector's larger research groups who reported revenue declines in 2009, suggests that we have continued to gain market share reflecting the compelling nature of the YouGov offering.
Our normalised operating profit was £3.1m compared to £8.7m in the prior year. Although this performance was in line with the expectations set at the time of the interim results, it is nonetheless disappointing to report a fall in profit after eight years continued revenue and profit growth. The primary reason for this was the expansion of our headcount during 2007/08 in anticipation of higher revenue growth which did not materialise due to the subsequent economic slowdown. In simple terms we let our cost base get ahead of our income.
As announced in April, we have been implementing measures to improve profitability by scaling back investment in non-core activities and reducing costs in areas which were not delivering expected revenue growth. We expect annual savings of £2.5m from these actions.
The Group's balance sheet remains strong and at the year-end our net cash balances were £12.5m, compared to £12.3m at 31July 2008. This will allow us to support ongoing investment in new market research products.
The Board remains committed to | 2 |
1cons | 61249179.txt_3 | 61249179.txt | This performance, when compared to the sector's larger research groups who reported revenue declines in 2009, suggests that we have continued to gain market share reflecting the compelling nature of the YouGov offering.
Our normalised operating profit was £3.1m compared to £8.7m in the prior year. Although this performance was in line with the expectations set at the time of the interim results, it is nonetheless disappointing to report a fall in profit after eight years continued revenue and profit growth. The primary reason for this was the expansion of our headcount during 2007/08 in anticipation of higher revenue growth which did not materialise due to the subsequent economic slowdown. In simple terms we let our cost base get ahead of our income.
As announced in April, we have been implementing measures to improve profitability by scaling back investment in non-core activities and reducing costs in areas which were not delivering expected revenue growth. We expect annual savings of £2.5m from these actions.
The Group's balance sheet remains strong and at the year-end our net cash balances were £12.5m, compared to £12.3m at 31July 2008. This will allow us to support ongoing investment in new market research products.
The Board remains committed to growing YouGov's market share and focused on investment for future growth. It therefore does not recommend the payment of a dividend.
YouGov is a relatively young company which has been a pioneer in the field of online market research. We have grown very rapidly and the shock of the credit crunch and recession has caused us to pause and take stock.
Over the past year we have had three main goals:
G to improve financial controls and forecasting;
G to focus on specific geographies and market sectors; and
G to invest in improved technology, panel engagement and management.
In pursuit of these objectives we have made a number of senior management appointments and investments which are detailed in the Chief Executive Officer's Report on pages 6 and 7.
In the UK, YouGov has a very strong brand which is widely recognised for successful, accurate political opinion polling and this has opened the doors for our much larger commercial market research activity. We are investing to build similar levels of brand recognition in our other markets with a view to repeating the successful UK model on an international basis.
Roger Parry Chairman 12 October 2009
YouGov 05 Annual Report and Accounts 2009
Operational Highlights
G Good progress in developing the business, despite tough market conditions G Roll out of | 3 |
1cons | 61249179.txt_b0 | 61249179.txt | corporate representative for the same corporate shareholder attends the meeting but the corporate shareholder has not appointed the chairman of the meeting as its corporate representative, a designated corporate representative will be nominated, from those corporate representatives who attend, who will vote on a poll and the other corporate representatives will give voting directions to that designated corporate representative. Corporate shareholders are referred to the guidance issued by the Institute of Chartered Secretaries and Administrators on proxies and corporate representatives (www.icsa.org.uk) for further details of this procedure. The guidance includes a sample form of representation letter if the chairman is being appointed as described in (i) above.
Explanatory Notes to the Notice of Annual General Meeting The notes above give an explanation of the proposed resolutions. Resolutions 1 to 6 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolution 7 is proposed as a special resolution. This means that for each resolution to be passed, at least three-quarters of the votes cast must be in favour of the resolution.
Resolution 7 (statutory pre-emption rights) Under section 561 of the Companies Act 2006, when new shares are allotted, they must first be offered to existing shareholders pro rata to their holdings. This special resolution renews the authorities previously granted to the Directors to: (a) allot shares of the Company in connection with a rights issue or other pre-emptive offer; and (b) otherwise allot shares of the Company, or sell treasury shares for cash, up to an aggregate nominal value of £9,650 (representing in accordance with institutional investor guidelines, approximately 5% of the share capital in issue as at 31 October 2009 (being the last practicable date prior to the publication of this notice)) as if the pre-emption rights of section 561 did not apply. The authority granted by this resolution will expire on the earlier of, the expiry or revocation of the Directors' authority to allot shares given at the Annual General Meeting on 7 December 2007, and the conclusion of the next Annual General Meeting.
Designed and produced by 85FOUR. Printed at PurePrint, ISO14001, FSC certified and CarbonNeutral®.
YouGov plc 50 Featherstone Street London EC1Y 8RT
T: +44 (0)20 7012 6000 F: +44 (0)20 7012 6001
www.yougov.com
| 4 |
1cons | 61249179.txt_b1 | 61249179.txt | a CREST personal member, or sponsored member, or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. 8. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001. 9. In order to facilitate voting by corporate representatives at the meeting, arrangements will be put in place at the meeting so that: (i) if a corporate shareholder has appointed the chairman of the meeting as its corporate representative with instructions to vote on a poll in accordance with the directions of all of the other corporate representatives for that shareholder at the meeting, then on a poll those corporate representatives will give voting directions to the chairman and the chairman will vote (or withhold a vote) as corporate representative in accordance with those directions; and (ii) if more than one corporate representative for the same corporate shareholder attends the meeting but the corporate shareholder has not appointed the chairman of the meeting as its corporate representative, a designated corporate representative will be nominated, from those corporate representatives who attend, who will vote on a poll and the other corporate representatives will give voting directions to that designated corporate representative. Corporate shareholders are referred to the guidance issued by the Institute of Chartered Secretaries and Administrators on proxies and corporate representatives (www.icsa.org.uk) for further details of this procedure. The guidance includes a sample form of representation letter if the chairman is being appointed as described in (i) above.
Explanatory Notes to the Notice of Annual General Meeting The notes above give an explanation of the proposed resolutions. Resolutions 1 to 6 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolution 7 is proposed as a special resolution. This means that for each resolution to be passed, at least three-quarters of the votes cast must be in favour of the resolution.
Resolution 7 (statutory pre-emption rights) Under section 561 of the Companies Act 2006, when new shares are allotted, they must first | 5 |
1cons | 72851843.txt_0 | 72851843.txt | Use these links to rapidly review the document TABLE OF CONTENTS
As filed with the Securities and Exchange Commission on April 28, 2004
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 20-F
View the table below in Excel
o
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 or
ý
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003
or
o
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period
from to
Commission File Number: 001-16451
Genesys S.A.
(Exact name of Registrant as specified in its charter)
N/A(Translation of Registrant's
name into English)
L'Acropole, 954-980 Avenue Jean Mermoz
34000 Montpellier France(Address of principal executive offices)
Republic of France(Jurisdiction of incorporation
or organization)
Securities registered or to be registered pursuant to Section 12(b) of the Act: None
Securities registered or to be registered pursuant to Section 12(g) of the Act:
Title of each class:
Name of each exchange on which registered:
Ordinary shares, nominal value €1 per share*
Nasdaq National Market
American Depositary Shares,
Nasdaq National Market
each representing one half of one ordinary share,
nominal value €1 per share
Sec | 0 |
1cons | 72851843.txt_1 | 72851843.txt | to
Commission File Number: 001-16451
Genesys S.A.
(Exact name of Registrant as specified in its charter)
N/A(Translation of Registrant's
name into English)
L'Acropole, 954-980 Avenue Jean Mermoz
34000 Montpellier France(Address of principal executive offices)
Republic of France(Jurisdiction of incorporation
or organization)
Securities registered or to be registered pursuant to Section 12(b) of the Act: None
Securities registered or to be registered pursuant to Section 12(g) of the Act:
Title of each class:
Name of each exchange on which registered:
Ordinary shares, nominal value €1 per share*
Nasdaq National Market
American Depositary Shares,
Nasdaq National Market
each representing one half of one ordinary share,
nominal value €1 per share
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate
the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report (December 31, 2003):
Ordinary shares, nominal value €1 per share: 18,307,756
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days: Yes ý No o
Indicate by check mark which financial statement item the registrant has elected to follow:
Item 17 o Item 18 ý
*
Listed,
not for trading or quotation purposes, but only | 1 |
1cons | 72851843.txt_2 | 72851843.txt | urities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate
the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report (December 31, 2003):
Ordinary shares, nominal value €1 per share: 18,307,756
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days: Yes ý No o
Indicate by check mark which financial statement item the registrant has elected to follow:
Item 17 o Item 18 ý
*
Listed,
not for trading or quotation purposes, but only in connection with the registration of the American Depositary Shares pursuant to the requirements of the Securities and Exchange
Commission.
TABLE OF CONTENTS
PART I
Item 1.
Identity of Directors, Senior Management and Advisers
Item 2
Offer Statistics and Expected Timetable
Item 3.
Key Information
A. Selected Financial Data
B. Capitalization and Indebtedness
C. Reasons for Offer and Use of Proceeds
D. Risk Factors
Item 4.
Information on the Company
A. History and Development of the Company
B. Business Overview
C. Organizational Structure
D. Property, Plants and Equipment
Item 5.
Operating and Financial Review and Prospects
Item 6.
Direct | 2 |
1cons | 72851843.txt_3 | 72851843.txt | in connection with the registration of the American Depositary Shares pursuant to the requirements of the Securities and Exchange
Commission.
TABLE OF CONTENTS
PART I
Item 1.
Identity of Directors, Senior Management and Advisers
Item 2
Offer Statistics and Expected Timetable
Item 3.
Key Information
A. Selected Financial Data
B. Capitalization and Indebtedness
C. Reasons for Offer and Use of Proceeds
D. Risk Factors
Item 4.
Information on the Company
A. History and Development of the Company
B. Business Overview
C. Organizational Structure
D. Property, Plants and Equipment
Item 5.
Operating and Financial Review and Prospects
Item 6.
Directors, Senior Management and Employees
A. Directors and Senior Management
B. Compensation
C. Board Practices
D. Employees
E. Share Ownership
Item 7.
Major Shareholders and Related Party Transactions
A. Major Shareholders
B. Related Party Transactions
C. Interests of Experts and Counsel
Item 8.
Financial Information
Item 9.
The Offer and Listing
A. Offer and Listing Details
B. Plan of Distribution
C. Markets
D. Selling Shareholders
E. Dilution
F. Expenses of the Issue
Item 10.
Additional Information
A. Share Capital
B. Memorandum and Articles of Association
C. Material Contracts
D. Exchange | 3 |
1cons | 72851843.txt_b0 | 72851843.txt | million Credit Facility among Vialog Corporation, Genesys S.A., BNP Paribas and Others dated April 20, 2001, as amended November 27, 2001, as amended June 11, 2002 (incorporated herein by reference to Exhibit 4.1 of our annual report on
Form 20-F for the year ended December 31, 2001 as filed with the SEC on June 12, 2002).
4.2
Excerpt from the Information Document (Note d'Information) of our company relating to the terms and conditions of our 3% convertible bonds due September 2004 (incorporated herein by reference to Exhibit
10.2 to our Registration Statement on Form F-4, File No. 333-55392).
4.3
Amendment to our U.S. $125 million Credit Facility dated April 30, 2003 (incorporated herein by reference to Exhibit 4.3 of our annual report on Form 20-F for the year ended December 31, 2002 as filed with the SEC on May 15, 2003).
4.4
Excerpt from the Minutes of our Compensation Committee meeting, dated June 5, 2003, relating to the termination payments to be made to Mr. François Legros in the event of his termination or resignation.
8.1
For a list of our significant subsidiaries, see Item 4 "Information on the Company <U+0097> Organizational Structure."
11.1
Financial code of ethics, required by Item 16B.
12.1
Certifications by François Legros, Chairman and Chief Executive Officer, and Michael E. Savage, Chief Financial Officer, required by Section 302 of the Sarbanes-Oxley Act of 2002.
13.1
Certifications by François Legros, Chairman and Chief Executive Officer, and Michael E. Savage, Chief Financial Officer, required by Section 906 of the Sarbanes-Oxley Act of 2002.
99.1
Summary of NASDAQ Corporate Governance Exemptions.
99.2
Report of the Chairman of the Board of Directors for 2003 as required by Art. 117 of the French Financial Security Law (Loi de Sécurité Financière) (English Translation).
| 4 |
1cons | 72851843.txt_b1 | 72851843.txt |
By
/s/ FRANÇOIS LEGROS Name: François Legros
Title: Chairman and Chief Executive Officer
Date:
April 28, 2004
Exhibit Index
Documents filed as exhibits to this annual report:
View the table below in Excel
1.1
Bylaws (statuts) of Genesys (English translation) (as adopted by the General Meeting on June 28, 2002) (incorporated herein by reference to Exhibit 1.1 of our annual report
on Form 20-F for the year ended December 31, 2002 as filed with the SEC on May 15, 2003).
2.1
Form of Deposit Agreement (incorporated herein by reference to Exhibit A to the Registration Statement on Form F-6 relating to our American Depositary Shares).
4.1
U.S. $125 million Credit Facility among Vialog Corporation, Genesys S.A., BNP Paribas and Others dated April 20, 2001, as amended November 27, 2001, as amended June 11, 2002 (incorporated herein by reference to Exhibit 4.1 of our annual report on
Form 20-F for the year ended December 31, 2001 as filed with the SEC on June 12, 2002).
4.2
Excerpt from the Information Document (Note d'Information) of our company relating to the terms and conditions of our 3% convertible bonds due September 2004 (incorporated herein by reference to Exhibit
10.2 to our Registration Statement on Form F-4, File No. 333-55392).
4.3
Amendment to our U.S. $125 million Credit Facility dated April 30, 2003 (incorporated herein by reference to Exhibit 4.3 of our annual report on Form 20-F for the year ended December 31, 2002 as filed with the SEC on May 15, 2003).
4.4
Excerpt from the Minutes of our Compensation Committee meeting, dated June 5, 2003, relating to | 5 |
1cons | 60795454.txt_0 | 60795454.txt | Annual Report
Contents
The Year in Summary
3
CEO's Statement
4
The Share
6
Business Model
7
Hitech Electronics
8
Group Overview 2005
10
The Automation Business Area
14
The HMI Products Business Area
18
Organizational and Human Resources
22
Board of Directors
24
Senior Executives
25
Directors' Report
26
Consolidated Income Statement
28
Consolidated Balance Sheet
28
30 Consolidated Statement of Changes to Shareholders' Equity
Consolidated Cash Flow Statement
31
Parent Company Income Statement
32
Parent Company Balance Sheet
32
33 Parent Company Assets Pledged and Contingent Liabilities
34 Parent Company Statement of Changes to Shareholders' Equity
Parent Company Cash Flow Statement
34
Notes
35
Audit Report
56
Five-year Summary
57
Definitions
58
Addresses
59
Beijer Electronics 2005
Notice Convening the Annual General Meeting
The Annual General Meeting (AGM) will be held at 4 p.m. on 25 April 2006 at the Concert Hall, Föreningsgatan 35, Malmö, Sweden.
Right to participate at the AGM Shareholders intending to participate at the AGM should: · First, be included in the share register maintained by VPC AB (the
Swedish Central Securities Depository & Clearing Organization) on Wednesday, 19 April 2006; · Secondly, notify the company of their intention to participate, with the number of assistants they wish to bring, by no later than 12 noon on 19 April 2006.
Notification Notifications should state the shareholders' name, personal or corporate identity number, shareholding, address and telephone number, and can be effected at the company's Website, www.beijer.se, by telephone on +46 (0)40 35 86 44, by fax on +46 (0)40 29 26 70, by e-mail arsstamma@beijer.se or by mail to:
Annika Johnsson Beijer Electronics AB Box 426, 201 24 Malmö, Sweden Please mark the envelope `AGM'. | 0 |
1cons | 60795454.txt_1 | 60795454.txt | Convening the Annual General Meeting
The Annual General Meeting (AGM) will be held at 4 p.m. on 25 April 2006 at the Concert Hall, Föreningsgatan 35, Malmö, Sweden.
Right to participate at the AGM Shareholders intending to participate at the AGM should: · First, be included in the share register maintained by VPC AB (the
Swedish Central Securities Depository & Clearing Organization) on Wednesday, 19 April 2006; · Secondly, notify the company of their intention to participate, with the number of assistants they wish to bring, by no later than 12 noon on 19 April 2006.
Notification Notifications should state the shareholders' name, personal or corporate identity number, shareholding, address and telephone number, and can be effected at the company's Website, www.beijer.se, by telephone on +46 (0)40 35 86 44, by fax on +46 (0)40 29 26 70, by e-mail arsstamma@beijer.se or by mail to:
Annika Johnsson Beijer Electronics AB Box 426, 201 24 Malmö, Sweden Please mark the envelope `AGM'.
If participation is through power of attorney, a dated original should be sent to the company in good time before the Meeting. Representatives of legal entities should present certificates of incorporation or equivalent documentation stating authorized signatories.
In order to participate at the meeting, shareholders' with nominee-registered holdings must temporarily register their shares in their own name. This re-registration should be complete by 19 April 2006, and shareholders should notify their nominees in good time before this date.
Dividends The Board of Directors is proposing that dividends of SEK 3.25 per share are paid for the financial year 2005, with the record date of 28 April. Dividends are scheduled for payment by VPC on 4 May.
Financial Information
· Annual General Meeting, 25 April 2006 · Three-month Interim Report, 25 April 2006 · Six-month Interim Report, 17 August 2006 · Nine-month Interim Report, 25 October 2006 · Financial Statement 2006, 8 February 2007 · Annual Report for 2006, April 2007
All financial information is uploaded to Beijer Electronics' Website www.beijer.se/Investor Relations, where an e-mail subscription list for press releases and financial reports is also available.
Questions relating to the Beijer | 1 |
1cons | 60795454.txt_2 | 60795454.txt |
If participation is through power of attorney, a dated original should be sent to the company in good time before the Meeting. Representatives of legal entities should present certificates of incorporation or equivalent documentation stating authorized signatories.
In order to participate at the meeting, shareholders' with nominee-registered holdings must temporarily register their shares in their own name. This re-registration should be complete by 19 April 2006, and shareholders should notify their nominees in good time before this date.
Dividends The Board of Directors is proposing that dividends of SEK 3.25 per share are paid for the financial year 2005, with the record date of 28 April. Dividends are scheduled for payment by VPC on 4 May.
Financial Information
· Annual General Meeting, 25 April 2006 · Three-month Interim Report, 25 April 2006 · Six-month Interim Report, 17 August 2006 · Nine-month Interim Report, 25 October 2006 · Financial Statement 2006, 8 February 2007 · Annual Report for 2006, April 2007
All financial information is uploaded to Beijer Electronics' Website www.beijer.se/Investor Relations, where an e-mail subscription list for press releases and financial reports is also available.
Questions relating to the Beijer Electronics group should be addressed to Management Assistant Annika Johnsson on tel: +46 (0)40 35 86 55, or via e-mail: groupinfo@beijer.se.
The Year in Summary
· Net turnover increased by 33 per cent to SEK 615.3 m (464.0) for the full year.
· Operating profit rose 31 per cent to SEK 60.1 m (45.9). · Profit after tax grew 26 per cent to SEK 41.2 m (32.7). · Earnings per share after tax were SEK 6.62 (5.25). · Proposed dividends are SEK 3.25 (3.00) per share.
The industrial automation market sustained its positive progress in 2005. An increased willingness to invest within manufacturing, and greater demands on rationalization, which Beijer Electronics benefited from, were the underlying reasons for the market gains. Meanwhile, the group advanced its positioning in automation and HMI products, where notably, the acquisition of Hitech Electronics played an important role. Overall, this meant that the group was able to post its best-year so far in terms of sales and profits.
Significant Events In late March, Be | 2 |
1cons | 60795454.txt_3 | 60795454.txt | Electronics group should be addressed to Management Assistant Annika Johnsson on tel: +46 (0)40 35 86 55, or via e-mail: groupinfo@beijer.se.
The Year in Summary
· Net turnover increased by 33 per cent to SEK 615.3 m (464.0) for the full year.
· Operating profit rose 31 per cent to SEK 60.1 m (45.9). · Profit after tax grew 26 per cent to SEK 41.2 m (32.7). · Earnings per share after tax were SEK 6.62 (5.25). · Proposed dividends are SEK 3.25 (3.00) per share.
The industrial automation market sustained its positive progress in 2005. An increased willingness to invest within manufacturing, and greater demands on rationalization, which Beijer Electronics benefited from, were the underlying reasons for the market gains. Meanwhile, the group advanced its positioning in automation and HMI products, where notably, the acquisition of Hitech Electronics played an important role. Overall, this meant that the group was able to post its best-year so far in terms of sales and profits.
Significant Events In late March, Beijer Electronics' HMI Products business area acquired Hitech Electronics of Taiwan. This acquisition was a strategic transaction, establishing Beijer Electronics as a global HMI products player. Hitech Electronics has been consolidated into Beijer Electronics' accounts from 1 April 2005.
In May, Beijer Electronics signed a new strategic master agreement with ABB regarding the supply of the new generation of operator terminals, based on its new platform, Beijer Electronics Power Panel (BEPP). The first deliveries to ABB were in early 2006.
A new pan-Nordic order management system and central warehouse came on stream in spring 2005.
In September, Beijer Electronics acquired another 30 per cent of the shares of Norwegian enterprise Autic System AS, and now has a total shareholding of 40 per cent. Autic System AS holds the agency for Citect's SCADA systems in Norway. Beijer Electronics has the agency for the Swedish market.
In September, the Automation business area signed an agreement with Cognex of the US, which had acquired DVT. Beijer Electronics previously held the agency for DVT's vision systems. Cognex is the world's biggest supplier of vision systems.
In late 2005, | 3 |
1cons | 60795454.txt_b0 | 60795454.txt | 358 3 316 50 69 Fax +358 3 316 50 67
Regional Offices Sundsvall Beijer Electronics AB Metropol 851 71 Sundsvall, Sweden Tel +46 60 12 71 20 Fax +46 60 61 01 11
Regional Offices Trondheim Beijer Electronics AS Abelsgt. 5. 7030 Trondheim, Norway Tel + 47 73 54 02 30 Fax +47 73 54 02 01
Regional Offices Jönköping Beijer Electronics AB Klubbhusgatan 13 553 03 Jönköping, Sweden Tel +46 36 12 89 40 Fax +46 36 12 89 49
Regional Offices Ålesund Beijer Electronics AS 6293 Longva, Norway Tel +47 70 21 32 20 Fax +47 70 21 78 38
Regional Offices Dale Beijer Electronics AS 6963 Dale, Norway Tel +47 57 73 62 70 Fax +47 57 73 62 71
Beijer Electronics GmbH Zettachring 2A 705 67 Stuttgart, Germany Tel +49 711 327 599-0 Fax +49 711 327 599-10 CEO Jürgen Bischhaus www.beijerelectronics.de
Hitech Electronics Corp. 4th Fl., No 501-15 Chung Cheng Rd. Shin-Tine, Taipei Shien, Taiwan, R.O.C. Tel +886-2-2218-3600 Fax +886-2-2218-9547 CEO Chih-chie Hsu www.hitechsite.com
Script: JLC Finanskonsult AB et al. Translation: Turner & Turner, www.turner.se
Photography: Lasse Davidsson et al. Graphic design: The Concept Factory, www.tcf.se Repro and printing: Tryckfolket, ISO 14001 accredited
59 B e i j e r E l e c t r o n i c s 2 0 0 5
Beijer Electronics AB (publ) P.O. Box 426, 201 24 Malmö, Sweden, Tel +46 40 35 86 00, Fax +46 40 93 23 01
e-mail info@beijerelectronics.com, www.beijerelectronics.com
Corporate ID no. 556025-1851
| 4 |
1cons | 60795454.txt_b1 | 60795454.txt | er Electronics AS Peter Jebsensvei 10 5265 Ytre Arna, Norway Tel +47 55 53 85 30 Fax +47 55 53 85 39
Regional Offices Jyväskylä Beijer Electronics Oy Ylistönmäentie 26 40500 Jyväskylä, Finland Tel +358 40 702 7787 Fax +358 14 445 1686
Regional Offices Los Angeles Beijer Electronics Inc. 31194 La Baya Drive, Suite 201 Westlake Village, CA 91362, USA Tel +1 818-991-5381 Fax +1 818-991-5631
Regional Offices Göteborg Beijer Electronics AB Marieholmsgatan 10B 415 02 Gothenburg, Sweden Tel +46 31 707 25 50 Fax +46 31 707 25 53
Regional Offices Stavanger Beijer Electronics AS Postboks 328 4067 Stavanger, Norway Tel +47 51 63 04 25 Fax +47 90 43 76 65
Regional Offices Tammerfors Beijer Electronics Oy Hermiankatu 8 33720 Tammerfors, Finland Tel +358 3 316 50 69 Fax +358 3 316 50 67
Regional Offices Sundsvall Beijer Electronics AB Metropol 851 71 Sundsvall, Sweden Tel +46 60 12 71 20 Fax +46 60 61 01 11
Regional Offices Trondheim Beijer Electronics AS Abelsgt. 5. 7030 Trondheim, Norway Tel + 47 73 54 02 30 Fax +47 73 54 02 01
Regional Offices Jönköping Beijer Electronics AB Klubbhusgatan 13 553 03 Jönköping, Sweden Tel +46 36 12 89 40 Fax +46 36 12 89 49
Regional Offices Ålesund Beijer Electronics AS 6293 Longva, Norway Tel +47 70 21 32 20 Fax +47 70 21 78 38
Regional Offices Dale Beijer Electronics AS 6963 Dale, Norway Tel +47 57 73 62 70 Fax +47 57 73 62 71
Beijer Electronics GmbH Zettachring 2A 705 67 Stuttgart, Germany Tel +49 711 327 599-0 Fax +49 711 327 599-10 CEO | 5 |
1cons | 61708931.txt_0 | 61708931.txt | Ecofin Water & Power Opportunities plc Report and Accounts for the year ended 31 March, 2012
Contents
01 Summary of the year 02 Overview 03 Performance history 04 Chairman's statement 06 Investment Manager's report 11 Portfolio analysis 12 Portfolio holdings 14 Ten largest holdings 16 History and capital structure
of the Company 18 Risk factors 20 Directors 21 Report of the Directors 27 Corporate governance statement 29 Directors' remuneration report 31 Independent auditor's report
32 Consolidated statement of comprehensive income
34 Consolidated and Company balance sheets
36 Consolidated and Company cash flow statements
37 Consolidated statement of changes in equity
38 Company statement of changes in equity
39 Notes to the financial statements 71 Notice of the Annual General Meeting 73 Notes to the Notice of the
Annual General Meeting 75 Company information
THIS DOCUMENT IS IMPORTANT and, if you are a holder of Ordinary Shares, requires your attention. If you are in any doubt as to what action to take you should seek advice from your own independent personal financial advisor. If you have sold or otherwise transferred all of your Ordinary Shares in the capital of the Company you should send this document and the accompanying Form of Proxy immediately to the purchaser or transferee; or to the stockbroker, bank or other agent through whom the sale or transfer was effected.
A member of the Association of Investment Companies
Information about the Company is available on the Ecofin Limited website at www.ecofin.co.uk
Ecofin Water & Power Opportunities plc Report and Accounts 2012
01
Summary of the year
Overview
Business review
Governance
tNet assets of the Company fell by 2.2% in the year to 31 March, 2012
t 5IFOFUBTTFUWBMVFQFS0SEJOBSZ4IBSFPGUIF$PNQBOZGFMMCZ and by 1.1% on a diluted basis
tQuarterly dividends paid to Ordinary Shareholders totalled 6.50p per share
tThe total return per Ordinary Share over the period (the change in the share price plus the dividends received) was 4.7%
tEcofin Energy Resources, 11.9% of the Company's investment portfolio, has been consolidated in these financial statements
Company results summary
Net asset value per Ordinary Share* Net asset value per Ordinary Share (diluted) Revenue | 0 |
1cons | 61708931.txt_1 | 61708931.txt | stockbroker, bank or other agent through whom the sale or transfer was effected.
A member of the Association of Investment Companies
Information about the Company is available on the Ecofin Limited website at www.ecofin.co.uk
Ecofin Water & Power Opportunities plc Report and Accounts 2012
01
Summary of the year
Overview
Business review
Governance
tNet assets of the Company fell by 2.2% in the year to 31 March, 2012
t 5IFOFUBTTFUWBMVFQFS0SEJOBSZ4IBSFPGUIF$PNQBOZGFMMCZ and by 1.1% on a diluted basis
tQuarterly dividends paid to Ordinary Shareholders totalled 6.50p per share
tThe total return per Ordinary Share over the period (the change in the share price plus the dividends received) was 4.7%
tEcofin Energy Resources, 11.9% of the Company's investment portfolio, has been consolidated in these financial statements
Company results summary
Net asset value per Ordinary Share* Net asset value per Ordinary Share (diluted) Revenue return per Ordinary Share Dividends paid per Ordinary Share Ordinary Share price (last traded price) Discount to net asset value Discount to net asset value (diluted) Ordinary Shareholder total return** Net assets of the Company (£'000)
As at or year-ended
31 March, 2012
175.36p 173.12p
6.82p 6.50p 121.25p -30.9% -30.0% 4.7% 367,915
As at or year-ended
31 March, 2011
restated
178.88p 175.14p
7.59p 6.50p 122.00p -31.8% -30.3% -9.2% 376,270
% change
-2.0 -1.1 -10.1
-0.6
-2.2
Net asset values refer to the Company's balance sheet, rather than that of the Group, as the Directors consider this to be the most appropriate measure of performance Net asset values per Ordinary Share are calculated on a cum income basis * This net asset value differs from the net asset value per Ordinary Share as at 31 March | 1 |
1cons | 61708931.txt_2 | 61708931.txt | return per Ordinary Share Dividends paid per Ordinary Share Ordinary Share price (last traded price) Discount to net asset value Discount to net asset value (diluted) Ordinary Shareholder total return** Net assets of the Company (£'000)
As at or year-ended
31 March, 2012
175.36p 173.12p
6.82p 6.50p 121.25p -30.9% -30.0% 4.7% 367,915
As at or year-ended
31 March, 2011
restated
178.88p 175.14p
7.59p 6.50p 122.00p -31.8% -30.3% -9.2% 376,270
% change
-2.0 -1.1 -10.1
-0.6
-2.2
Net asset values refer to the Company's balance sheet, rather than that of the Group, as the Directors consider this to be the most appropriate measure of performance Net asset values per Ordinary Share are calculated on a cum income basis * This net asset value differs from the net asset value per Ordinary Share as at 31 March, 2012 of 164.21p which was announced on 10 April, 2012 ** Change in share price over the year plus dividends received
Zero Dividend Preference (ZDP) Shares issued by EW&PO Finance plc, a wholly-owned subsidiary of the Company
Calculated value
118.83p 110.74p
7.3
ZDP Share price (last traded price)
131.75p 121.63p
8.3
Premium to calculated value
10.9%
9.8%
ZDP shareholder total return (change in share price)
8.3%
9.1%
Net assets attributable to ZDP Shares (£'000)
71,298
66,442
7.3
Gearing Net borrowings (£'000) Gearing level
199,487 54.2%
212,119 56.4%
Net borrowings are defined as the Company's Prime Brokerage borrowings, the nominal value of its Convertible Unsecured Subordinated Loan Stock, less its cash plus the liability associated with the Zero Dividend Preference Shares | 2 |
1cons | 61708931.txt_3 | 61708931.txt | , 2012 of 164.21p which was announced on 10 April, 2012 ** Change in share price over the year plus dividends received
Zero Dividend Preference (ZDP) Shares issued by EW&PO Finance plc, a wholly-owned subsidiary of the Company
Calculated value
118.83p 110.74p
7.3
ZDP Share price (last traded price)
131.75p 121.63p
8.3
Premium to calculated value
10.9%
9.8%
ZDP shareholder total return (change in share price)
8.3%
9.1%
Net assets attributable to ZDP Shares (£'000)
71,298
66,442
7.3
Gearing Net borrowings (£'000) Gearing level
199,487 54.2%
212,119 56.4%
Net borrowings are defined as the Company's Prime Brokerage borrowings, the nominal value of its Convertible Unsecured Subordinated Loan Stock, less its cash plus the liability associated with the Zero Dividend Preference Shares issued by its wholly-owned subsidiary, EW&PO Finance plc. Gearing is calculated by dividing net borrowings, as defined, by the net assets of the Company.
Consolidated results The consolidated results differ from the Company's results in that they incorporate the Group's share of the earnings, losses and net assets of the Company's subsidiaries while the Company's results show its investment returns and assets at fair value. At 31 March, 2012, the net asset value per Ordinary Share of the Group was 165.11p (2011: 178.60p).
Financials
Shareholder information
02
Ecofin Water & Power Opportunities plc Report and Accounts 2012
Overview
Objective
The Company's investment objectives are to achieve a high, secure dividend yield on its investment portfolio and to realise long-term growth in the capital value of the portfolio for the benefit of Shareholders, while taking care to preserve Shareholders' capital.
Investment Policies
The Company invests primarily in the equity and equity-related securities of utility and utility-related companies in the developed OECD economies but may invest, to a limited extent, in the debt securities of such companies.
Utility companies are those | 3 |
1cons | 61708931.txt_b0 | 61708931.txt | )
February, May
Conversion periods for holders of Convertible Unsecured Loan Stock 2016 (CULS) May & November
Conversion dates for CULS
31 May 30 November
Semi-annual interest on CULS
31 May 30 November
Annual General Meeting
September
Annual and half year reports and other Company information Copies of the Company's annual and half year reports are available from the Company Secretary, Phoenix Administration Services Limited, Springfield Lodge, Colchester Road, Chelmsford, Essex CM2 5PW; telephone 01245 398950; facsimile 01245 398951; email pfsinfo@phoenixfundservices.com.
The Company also publishes on its web pages monthly reports summarising developments in the utility and energy related sectors and the Company's investment activities. Availability of these reports is announced to the London Stock Exchange and available on the Reuters and Bloomberg news services. They are available on the Investment Manager's website www.ecofin.co.uk.
Share transactions The Company's shares may be dealt in directly through a stockbroker or professional advisor acting on an investor's behalf.
Individual Savings Account (ISA) The Company's shares are eligible to be held in an ISA account subject to HM Revenue & Customs limits.
Registered in England No: 4134479
Financials
Shareholder information
76
Ecofin Water & Power Opportunities plc Report and Accounts 2012
This report has been printed in the UK. The cover and text were printed utilising vegetable based inks. The stock was produced using part recycled fibre from both pre-and post-consumer sources together with virgin environmentally-friendly ECF (elemental chlorine free) fibre. The text paper is also completely bio-degradable and recyclable.
If you have finished reading the report and no longer wish to retain it please pass it on to other interested readers, return it to Ecofin, or dispose of it in your recycled paper waste. Thank you.
Designed and produced by The College www.the-college.com
Investment Manager: Ecofin Limited Burdett House 15 Buckingham Street London WC2N 6DU Tel 020 7451 2929 Fax 020 7451 2928 www.ecofin.co.uk
Ecofin Water & Power Opportunities plc Registered in England 4134479
| 4 |
1cons | 61708931.txt_b1 | 61708931.txt | B09LK25 GB00B09LK252
ECW.L ECWO LN (Equity)
SEDOL number ISIN number Reuters ticker Bloomberg ticker
CULS B504KH3 GB00B504KH32
ECWp.L ECWPO (Corp)
ZDP Shares B4Z6HJ8
GB00B4Z6HJ81 ECWo.L
ECWZ LN (Equity)
The Company releases its net asset value per Ordinary Share to the London Stock Exchange on Fridays and at each month-end. These announcements are available on the Reuters and Bloomberg news services, as is other information about the Company. They are also available on the Investment Manager's website www.ecofin.co.uk.
Prices of the Company's Ordinary Shares, CULS and ZDP Shares are listed in the Financial Times under the London Share Service "Investment Companies" section.
Brokers Winterflood Securities Limited The Atrium Building Cannon Bridge 25 Dowgate Hill London EC2R 2GA
Financial calendar
August, November
Ordinary Share dividends payable (last day of)
February, May
Conversion periods for holders of Convertible Unsecured Loan Stock 2016 (CULS) May & November
Conversion dates for CULS
31 May 30 November
Semi-annual interest on CULS
31 May 30 November
Annual General Meeting
September
Annual and half year reports and other Company information Copies of the Company's annual and half year reports are available from the Company Secretary, Phoenix Administration Services Limited, Springfield Lodge, Colchester Road, Chelmsford, Essex CM2 5PW; telephone 01245 398950; facsimile 01245 398951; email pfsinfo@phoenixfundservices.com.
The Company also publishes on its web pages monthly reports summarising developments in the utility and energy related sectors and the Company's investment activities. Availability of these reports is announced to the London Stock Exchange and available on the Reuters and Bloomberg news services. They are available on the Investment Manager's website www.ecofin.co.uk.
Share transactions The Company's shares may be dealt in directly through a stockbroker or professional advisor acting on an investor's behalf.
Individual Savings Account (ISA) The Company | 5 |
1cons | 61280225.txt_0 | 61280225.txt | ANNUAL REPORT 2009
Digia in brief
Digia possesses a unique blend of expertise in enterprise systems, mobile devices, usability and web application design. The company offers its customers a fast lane towards the internet-based information processing of the new decade. Whether web services, core business systems or mobile applications are in question, through modern information technology and its inventive solutions, customers gain access to improved services, more efficient operations or increased sales.
Digia's core business areas are enterprise solutions and mobile solutions. The company's strategy is focused on its own and third-party products, services, strong competencies and top-quality project management. All of these are combined to ensure the fulfillment of customers' needs, whatever the development project.
Digia employs nearly 1,500 experts in Finland, Sweden, Russia and China. The company is listed on the NASDAQ OMX Helsinki exchange (DIG1V). www.digia.com
Key events in 2009
January Digia is the first company in Finland to attain Implementation and Support certified status for Microsoft's Field Services for Microsoft Dynamics AX industry solution.
February Digia delivered a Digia Financial Systems investments and banking solution for Sofia Bank. The delivery also included solutions for managing bank accounts and loans. The comprehensive Back Office system for brokerage and banking was delivered by Digia within four months. The supply included interfaces to all necessary internal systems and the systems of external parties, used by brokers.
March At the General Meeting, Pekka Sivonen, Kari Karvinen, Heikki Mäkijärvi, Jari Pasanen, Pertti Kyttälä and Martti Mehtälä were elected onto the Board of Directors. At the Organising Meeting held after the General Meeting, Pekka Sivonen was elected as full-time Chairman of the Board and Pertti Kyttälä was elected as Vice Chairman of the Board.
Jyrki Hallikainen has informed Digia that he controls 2,134,463 shares of Digia, corresponding to 10.04% of Digia's shares and votes.
April Digia annouced the availability of two new mobile applications for Nokia Maemo devices. Digia@scene and @Web lead the way in making applications for Maemo with the verstile Qt application framework. Digia @Web is a modern, fully finger touch controllable web browser for mobile. Digia @scene is a | 0 |
1cons | 61280225.txt_1 | 61280225.txt | loans. The comprehensive Back Office system for brokerage and banking was delivered by Digia within four months. The supply included interfaces to all necessary internal systems and the systems of external parties, used by brokers.
March At the General Meeting, Pekka Sivonen, Kari Karvinen, Heikki Mäkijärvi, Jari Pasanen, Pertti Kyttälä and Martti Mehtälä were elected onto the Board of Directors. At the Organising Meeting held after the General Meeting, Pekka Sivonen was elected as full-time Chairman of the Board and Pertti Kyttälä was elected as Vice Chairman of the Board.
Jyrki Hallikainen has informed Digia that he controls 2,134,463 shares of Digia, corresponding to 10.04% of Digia's shares and votes.
April Digia annouced the availability of two new mobile applications for Nokia Maemo devices. Digia@scene and @Web lead the way in making applications for Maemo with the verstile Qt application framework. Digia @Web is a modern, fully finger touch controllable web browser for mobile. Digia @scene is a highly optimized application for superior consumption and contribution of video content of YouTube.
Digia modernised national traffic license data system. The project by Digia and the Ministry of Transport and Communications, is part of a more extensive multiyear development programme based on the new public transport act, currently under preparation in the Parliament, and the EU's proposal for a regulation on public passenger transport services, entering into force in Finland.
June Digia announced the availability of Symbian Signed for Nokia service. Symbian Signed for Nokia is a testing and certification service for all developer branded applications targeted to Nokia devices. Typically these applications are preinstalled into operator variant devices or delivered through Nokia sales channels like the Ovi Store.
Digia has delivered a remote identification system to the Uusikaupunki fertiliser plant of Yara Suomi Ltd. This project involved piloting remote identification technology (RFID) through production lines for the bagging up and collection of large fertiliser sacks.
Hansel has selected Digia as the only supplier for the Finnish central government's IT Service Desk system. Digia will have a comprehensive responsibility over the system's design, maintenance and support services, while the system will be technically implemented with the software of the IT software company, CA. The | 1 |
1cons | 61280225.txt_2 | 61280225.txt | highly optimized application for superior consumption and contribution of video content of YouTube.
Digia modernised national traffic license data system. The project by Digia and the Ministry of Transport and Communications, is part of a more extensive multiyear development programme based on the new public transport act, currently under preparation in the Parliament, and the EU's proposal for a regulation on public passenger transport services, entering into force in Finland.
June Digia announced the availability of Symbian Signed for Nokia service. Symbian Signed for Nokia is a testing and certification service for all developer branded applications targeted to Nokia devices. Typically these applications are preinstalled into operator variant devices or delivered through Nokia sales channels like the Ovi Store.
Digia has delivered a remote identification system to the Uusikaupunki fertiliser plant of Yara Suomi Ltd. This project involved piloting remote identification technology (RFID) through production lines for the bagging up and collection of large fertiliser sacks.
Hansel has selected Digia as the only supplier for the Finnish central government's IT Service Desk system. Digia will have a comprehensive responsibility over the system's design, maintenance and support services, while the system will be technically implemented with the software of the IT software company, CA. The Service Desk system was first introduced in the central government's administrative and human resources management service centers whose systems will have an estimated 90,000 end users through a self-service portal.
August Digia announced it has become one of the first Qt Alliance Partners and will cooperate with Nokia to grow a vibrant Qt user ecosystem. Digia's role as a Qt Alliance Partner combined with Digia's extensive experience in Qt software projects sets Digia as a leading player in the Qt ecosystem. Digia's role as a Qt Alliance Partner is a recognition of both proven expertise and scale required for delivering advanced Qt based software solutions across industries and geographical locations.
September ISO 9001 quality certificate granted Digia Plc's operations in Finland. Digia has expanded its quality system to cover all its operations in Finland, including management, sales, production and continuous development processes in accordance with the ISO 9001:2008 standard. Inspecta Certification has audited and certified the quality system, granting it an SFS-EN ISO 9001:2008 quality
Releases available
Stock exchange releases
Press releases
certificate.
October Digia demonstrated several Qt based software and service innovations, including a new concept for next generation connected car experience, at Qt developers conference in Munich. As | 2 |
1cons | 61280225.txt_3 | 61280225.txt | Service Desk system was first introduced in the central government's administrative and human resources management service centers whose systems will have an estimated 90,000 end users through a self-service portal.
August Digia announced it has become one of the first Qt Alliance Partners and will cooperate with Nokia to grow a vibrant Qt user ecosystem. Digia's role as a Qt Alliance Partner combined with Digia's extensive experience in Qt software projects sets Digia as a leading player in the Qt ecosystem. Digia's role as a Qt Alliance Partner is a recognition of both proven expertise and scale required for delivering advanced Qt based software solutions across industries and geographical locations.
September ISO 9001 quality certificate granted Digia Plc's operations in Finland. Digia has expanded its quality system to cover all its operations in Finland, including management, sales, production and continuous development processes in accordance with the ISO 9001:2008 standard. Inspecta Certification has audited and certified the quality system, granting it an SFS-EN ISO 9001:2008 quality
Releases available
Stock exchange releases
Press releases
certificate.
October Digia demonstrated several Qt based software and service innovations, including a new concept for next generation connected car experience, at Qt developers conference in Munich. As Qt Alliance partner and one of the event sponsors, Digia showcased innovative usage of Qt both in mainstream smart phone (Symbian), emerging mobile computer (MAEMO) and embedded environments such as vehicles and intelligent machines.
Digia, Tampere University of Technology, Aalto University and University of Helsinki joined their strengths in developing Qt-ecosystem during a Qt Code Camp course in October. During a one week intense course participants got familiar with the Qt technology and built a fully functioning application utilizing the skills they had just learned. The course was implemented simultaneously in two cities, which set new requirements on Digia's training team and also on course practicalities.
Digia boosted efficiency by rationalising network of business locations. Measures to be taken were planned to include close down of the sites in Kuopio, Turku, Lahti and Vaasa, which employ a total of ca. 80 persons.
November Digia took part in Invest 2009 Fair at Wanha Satama, Helsinki.
Ingman Group Oy Ab and the companies under its control thus control a total of 2,185,400 Digia's shares and votes, which exceed 10% of Digia's share capital, corresponding to 10.48% of Digia's shares | 3 |
1cons | 61280225.txt_b0 | 61280225.txt | Sepänkatu 20
Kungsgatan 8, 4 tr
FI-90100 Oulu
SE-11143 Stockholm
Tel. +358 10 313 3000 Sweden
Fax +358 10 313 4022 Puh. +46 8 5723 6400
Fax +46 8 5723 6401
HELSINKI Hämeentie 135 A FI-00560 Helsinki Tel. +358 10 313 3000 Fax +358 10 313 4089
PORI
SAINT-PETERSBURG
Pohjoisranta 11 F
10-Krasnoarmejskay str. 15
FI-28100 Pori
190103 Saint-Petersburg
Tel. +358 10 313 3000 Russia
Fax +358 10 313 4411 Puh. +7 812 332 0807
Fax +7 812 332 0807
HELSINKI Valimopolku 4 A FI-00380 Helsinki Tel. +358 10 313 3000 Fax +358 10 313 2100
RAUMA
CHENGDU
Syväraudankatu 39
8F, Building D5,
FI-26100 Rauma
Tianfu software Park
Tel. +358 10 313 3000 Tianfu Avenue
Fax +358 10 313 2110 Chengdu 610041
China
Puh. +86 28 6685 6966
Fax +86 28 6685 6966-115
JYVÄSKYLÄ Piippukatu 11 FI-40100 Jyväskylä Tel. +358 10 313 3000 Fax +358 10 313 4700
LAPPEENRANTA Laserkatu 6 FI-53850 Lappeenranta Tel. +358 10 313 3000 Fax +358 10 313 4961
TAMPERE
BEIJING
Åkerlundinkatu 11 C 1505, 15F, Tower W2
FI-33100 Tampere
Oriental Plaza,
Tel. +358 10 313 3000 NO. 1East Chang An Avenue
Fax +358 10 313 2120 Beijing 100738
China
Fax +86 10 8518 5950
Contact us by e-mail
Corporate Communications
Investor Relations
Sales
| 4 |
1cons | 61280225.txt_b1 | 61280225.txt |
Percentage of holdings
5.2% 0.3% 0.1% 0.3% 93.6% 0.5%
Percentage of shares
19.5% 4.8% 3.7% 0.4%
70.2% 1.4%
Contact information
Investor Relations CFO Kjell Lindqvist Hiomotie 19, FI-00380 Helsinki Tel. +358 10 313 3000 kjell.lindqvist@digia.com Communications Manager Camilla Lindfors Hiomotie 19, FI-00380 Helsinki Tel. +358 10 313 3000 camilla.lindfors@digia.com The annual reports and other publications Digia Plc, Communication Hiomotie 19, FI-00380 Helsinki Tel. +358 10 313 3000 invest@digia.com The Annual Report, interim reports and stock exchange releases are also available on our website at www.digia.com
Digia offices
HELSINKI Headquarters Hiomotie 19 FI-00380 Helsinki Tel. +358 10 313 3000 Fax +358 10 313 3700
OULU
STOCKHOLM
Sepänkatu 20
Kungsgatan 8, 4 tr
FI-90100 Oulu
SE-11143 Stockholm
Tel. +358 10 313 3000 Sweden
Fax +358 10 313 4022 Puh. +46 8 5723 6400
Fax +46 8 5723 6401
HELSINKI Hämeentie 135 A FI-00560 Helsinki Tel. +358 10 313 3000 Fax +358 10 313 4089
PORI
SAINT-PETERSBURG
Pohjoisranta 11 F
10-Krasnoarmejskay str. 15
FI-28100 Pori
190103 Saint-Petersburg
Tel. +358 10 313 3000 Russia
Fax +358 10 313 4411 Puh. +7 812 332 0807
Fax +7 812 332 0807
HELSINKI Valimopolku 4 A FI-00380 Helsinki Tel. +358 10 313 3000 Fax +358 10 313 2100
RAUMA
CHENGDU
Syväraudankatu 39
8F, Building | 5 |
1cons | 60358791.txt_0 | 60358791.txt | Annual Report 2002
On the cover, prototype of Läufer vehicle (Germany)
Our ecosystem Increasing the
Dassault Systèmes is building a true ecosystem around its customers, composed of a constantly expanding network of partners. It is organized around three axes:
> the product and service offering around our brands;
> the product and service offerings of our partners, led by IBM;
> a network for sharing information and expertise that impacts our customer's entire business and extends to its partners, suppliers, distributors as well as its customers.
Through this shared dynamic, the Dassault Systèmes ecosystem gives manufacturers the tools to meet the challenges of innovation and quality and to accelerate the time-tomarket of their new products.
Academic par tners
MIT, Georgia Tech, Purdue, Cambridge, Hong Kong Polytechnic Institute, Seoul University, ENSAM...
Development par tners
ImpactXoft, MSC.Software, Nihon Unisys,
Hitachi Zosen Information Systems, LMS International,
ESI Group...
Dynamic for Innovation
Technological par tners
IBM, Microsoft, Intel, HP, Sun Microsystems, Dell,
Fujitsu Siemens...
our customers
Distribution and services par tners IBM
RAND Worldwide, CENIT, MSC.Software,
T-Systems, INCAT, Argo Graphics, Fasotec,
Spaziosystem...
Profile
Profile
Dassault Systèmes is the world leader for Product Lifecycle Management software solutions (PLM) using the power of three-dimensional (3D) representation. Dassault Systèmes is also offering its expertise in 3D technologies to an ever-expanding customer base.
Dassault Systèmes is revolutionizing the process for designing and developing industrial products by offering a 3D vision of the entire product lifecycle, from initial design to maintenance.
The solutions from Dassault Systèmes facilitate the design, simulation and production of extremely complex systems, such as cars or aircraft, and the manufacturing facilities used to produce them. These solutions are also employed to design and manufacture articles for everyday life, from tableware and household appliances to jewelry.
The PLM offering from Dassault Systèmes is organized around the CATIA, ENOVIA, DELMIA, SMARTEAM and SPAT | 0 |
1cons | 60358791.txt_1 | 60358791.txt | Dell,
Fujitsu Siemens...
our customers
Distribution and services par tners IBM
RAND Worldwide, CENIT, MSC.Software,
T-Systems, INCAT, Argo Graphics, Fasotec,
Spaziosystem...
Profile
Profile
Dassault Systèmes is the world leader for Product Lifecycle Management software solutions (PLM) using the power of three-dimensional (3D) representation. Dassault Systèmes is also offering its expertise in 3D technologies to an ever-expanding customer base.
Dassault Systèmes is revolutionizing the process for designing and developing industrial products by offering a 3D vision of the entire product lifecycle, from initial design to maintenance.
The solutions from Dassault Systèmes facilitate the design, simulation and production of extremely complex systems, such as cars or aircraft, and the manufacturing facilities used to produce them. These solutions are also employed to design and manufacture articles for everyday life, from tableware and household appliances to jewelry.
The PLM offering from Dassault Systèmes is organized around the CATIA, ENOVIA, DELMIA, SMARTEAM and SPATIAL brands. It is marketed worldwide, particularly through the network of its long-standing partner, IBM.
In the design market, SolidWorks develops and sells 3D solutions to tens of thousands
of businesses of all sizes and in all sectors. SolidWorks is marketed through a sales network of more than three hundred commercial partners.
When a manufacturer selects a Dassault Systèmes solution, it also benefits from the products, expertise and support of a vast network of partners, including IBM, MSC.Software Corporation, Nihon Unisys, Ltd., Hitachi Zosen Information Systems Co., Ltd. (HZS), LMS International, ESI Group, HP, Microsoft, Intel, Volvo IT and others.
Dassault Systèmes has 85 offices and sales agencies in 21 countries to serve its customers.
1
Annual Report 2002 Dassault Systèmes
Message from Management
Despite the difficult economic environment of 2002, Dassault Systèmes achieved revenues of 774.1 million, an increase of 4% over 2001. We also had strong profitability with the Group posting an operating margin, excluding acquisition costs, of 27.7% during the year. And finally, the Company | 1 |
1cons | 60358791.txt_2 | 60358791.txt | IAL brands. It is marketed worldwide, particularly through the network of its long-standing partner, IBM.
In the design market, SolidWorks develops and sells 3D solutions to tens of thousands
of businesses of all sizes and in all sectors. SolidWorks is marketed through a sales network of more than three hundred commercial partners.
When a manufacturer selects a Dassault Systèmes solution, it also benefits from the products, expertise and support of a vast network of partners, including IBM, MSC.Software Corporation, Nihon Unisys, Ltd., Hitachi Zosen Information Systems Co., Ltd. (HZS), LMS International, ESI Group, HP, Microsoft, Intel, Volvo IT and others.
Dassault Systèmes has 85 offices and sales agencies in 21 countries to serve its customers.
1
Annual Report 2002 Dassault Systèmes
Message from Management
Despite the difficult economic environment of 2002, Dassault Systèmes achieved revenues of 774.1 million, an increase of 4% over 2001. We also had strong profitability with the Group posting an operating margin, excluding acquisition costs, of 27.7% during the year. And finally, the Company improved its market share. These results demonstrate the validity of the PLM strategy, a concept that Dassault Systèmes created, which has now been adopted by the marketplace.
The year 2002, in which our PLM solutions were adopted by a number of major customers, was a very good one for Dassault Systèmes. In the automotive sector, an important contract was signed with Toyota Motor Corporation. In early 2003, Ford Motor Company also selected our solutions for the development of its new generations of cars. These successes are proof of manufacturers' interest in our PLM solutions and of the gains generated by those solutions in terms of shorter development cycles, greater flexibility and innovation, improved quality and cost savings.
In addition to these direct benefits, Dassault Systèmes contributes another major advantage to its customers. Our solutions, which generate savings - in energy, materials and time assist industries worldwide to participate in sustainable development and protection of the environment.
With approximately 34,000 CATIA licenses and 24,000 SolidWorks licenses sold in 2002, Dassault Systèmes strengthened its lead as the world's leader in 3D design solutions.
Dassault Systèmes policy of openness intensified in 2002 with a growing number of major partners | 2 |
1cons | 60358791.txt_3 | 60358791.txt | improved its market share. These results demonstrate the validity of the PLM strategy, a concept that Dassault Systèmes created, which has now been adopted by the marketplace.
The year 2002, in which our PLM solutions were adopted by a number of major customers, was a very good one for Dassault Systèmes. In the automotive sector, an important contract was signed with Toyota Motor Corporation. In early 2003, Ford Motor Company also selected our solutions for the development of its new generations of cars. These successes are proof of manufacturers' interest in our PLM solutions and of the gains generated by those solutions in terms of shorter development cycles, greater flexibility and innovation, improved quality and cost savings.
In addition to these direct benefits, Dassault Systèmes contributes another major advantage to its customers. Our solutions, which generate savings - in energy, materials and time assist industries worldwide to participate in sustainable development and protection of the environment.
With approximately 34,000 CATIA licenses and 24,000 SolidWorks licenses sold in 2002, Dassault Systèmes strengthened its lead as the world's leader in 3D design solutions.
Dassault Systèmes policy of openness intensified in 2002 with a growing number of major partners
The leading partner of Dassault Systèmes for more than twenty years, IBM has followed closely the development of CATIA since its first release and participated in its commercial success. Convinced of the growth potential of the PLM market and the technological edge of our solutions, IBM decided in 2002 to increase significantly its sales force dedicated to our solutions.
In just a short period of time, our V5 architecture has become the standard in a number of industries. Numerous software developers, from major players such as Nihon Unisys, Ltd. to innovative start-up companies such as ImpactXoft, have decided to design their new generations of products on the V5 architecture. The line of software products developed by these partners on the CAA V5 platform grows every day.
2
Message from Management
"Our 2002 results illustrate the performance of our Company and position Dassault Systèmes as the world leader"
Bernard Charlès President and Chief Executive Officer
Charles Edelstenne Chairman of the Board
As a result, our customers benefit from the most extensive and best-integrated portfolio of PLM solutions.
In 2002, Dassault Systèmes achieved a number of successes | 3 |
1cons | 60358791.txt_b0 | 60358791.txt | . Under this accounting pronouncement, the Company records compensation charges under certain of its awards. Under French accounting principles, no compensation charge is recognized in earnings.
(3) Under French GAAP, Goodwill is amortized over its useful life. Under SFAS 141 ("Business Combinations") and SFAS 142 ("Goodwill and Other Intangible Assets"), goodwill for which the acquisition date is after June 30, 2001 for the year ended December 31, 2001 and all unamortized goodwill for the period ended December 31, 2002 is not amortized. Goodwill amortization is replaced by an annual impairment test implemented at the reporting unit level using fair value measurement.
(4) Under French GAAP, financial instruments designated as hedging instruments are not recognized but are disclosed as off-balance sheet instruments. The fair market value of a financial instrument is recognized when the hedged item is recognized in earnings. Under SFAS 133, all derivatives instruments are recorded in the balance sheet at fair value. Changes in the fair value are recognized in earnings except for the effective portion of cash-flow hedging instruments, which is reported as a component of other comprehensive income.
(5) Under French GAAP, the issuance of new shares by SolidWorks, which decreased the Company's ownership, was recognized as a proceeds of stock. Accordingly, a dilution gain was recognized in earnings. Under US GAAP, the gain is not recognized as reacquisition of shares is contemplated at the time of issuance. This dilution is accounted for as an equity transaction.
(6) Under US GAAP, when the accumulated benefit obligation exceeds the fair value of plan assets, the Company shall recognize a liability in the statement of financial position. The adjustment is reflected in other comprehensive income, intangible assets and long-term liabilities, as appropriate. Under French GAAP, this adjustment is recognized in earnings.
(7) The company may obtain tax benefits related to stock issued to employees. Under APB 25 ("Accounting for stock issued to employees"), the entire tax benefit is added to additional paid-in capital when the plan is not compensatory. Under French GAAP, the tax benefits are recognized in earnings.
107
Dassault Systèmes Financial report 2001
DASSAULT SYSTÈMES 9, quai Marcel Dassault, BP 310 92156 Suresnes Cedex, France Telephone : 33 (0) 1 40 99 40 99
www.3ds.com
| 4 |
1cons | 60358791.txt_b1 | 60358791.txt | for sales securities(1) Marketable securities(1) Stock options(2) Goodwill amortization(3) Derivative instruments(4) Accounting for issuance of SolidWorks stock(5) Pension - Additional minimum liability(6) Stock options - Tax benefits(7) As adjusted for French GAAP
Net equity 628,261
(25)
(30,524) (10,250)
1,136 (310)
588,288
Net income
126,415 3,016 (25) 3,636
(32,221) (531) 1,136 (694) 5,254
105,986
(1) Under French GAAP, investments in equity securities are stated at the lower of cost or fair market value. Unrealized losses are recognized in income. Under US GAAP, in accordance with SFAS 115, available for sales securities are accounted for at their fair market value, with the unrealized gains or losses being recorded in the shareholders' equity, except for the net effects of an other than temporary decline in fair value below the cost basis.
(2) The Company accounts for its employee stock option plan under the intrinsic value method in accordance with APB 25. Under this accounting pronouncement, the Company records compensation charges under certain of its awards. Under French accounting principles, no compensation charge is recognized in earnings.
(3) Under French GAAP, Goodwill is amortized over its useful life. Under SFAS 141 ("Business Combinations") and SFAS 142 ("Goodwill and Other Intangible Assets"), goodwill for which the acquisition date is after June 30, 2001 for the year ended December 31, 2001 and all unamortized goodwill for the period ended December 31, 2002 is not amortized. Goodwill amortization is replaced by an annual impairment test implemented at the reporting unit level using fair value measurement.
(4) Under French GAAP, financial instruments designated as hedging instruments are not recognized but are disclosed as off-balance sheet instruments. The fair market value of a financial instrument is recognized when the hedged item is recognized in earnings. Under SFAS 133, all derivatives instruments are recorded in the balance sheet at fair value. Changes in the fair value are recognized in earnings except for the effective portion of cash-flow hedging instruments, which is reported as a component of other comprehensive income.
(5) Under French GAAP, the issuance of new shares by SolidWorks, | 5 |
1cons | 61326116.txt_0 | 61326116.txt | TVreursttrauen
CKontinuityät
Innovation
NaScuhshtaalitnigakbeilit y
WierLLivebeeOnuWr Veratleues
GAnesncuhaälfRtsebpeorritch2t0200909
IUnndaebpheänndgeingckeit
SicShaerfheetiyt Regionalität Regionality
Stabilityät
SSoolliiddiittyät
RVelrilaäbsislliitcyhkeit
TTrraaddiittiioonn
SelbAstuätnodnigokmeiyt
PBreerdeicchteanbbiliatrykeit
ICnohnatletsnvtesrzeichnis
3
Highlights 2009
6
VForewwoorrtddbesyVthoresCitzEeOnden des Vorstandes
12
Corporate Governance
12 MeitmglibeedresrodfetsheVoMrsatnaangdeems ent Board
13 VMearnanagtwemoretnutnBgsobaerdreRicehmeidtses Vorstandes
14 MeitmglibeedresrodfetsheAuSfuspicehrtvsirsaotreysBoard
17 Corporate Governance BRepriochrt
19 AThketieO, bInevrebsatnokr RShelaarteios,nIsnvuensdtoCroRmelpaltiiaonncseand Compliance
24
Oberbank iamt aÜGbelarnblcieck
24 HistorisccMheileMsteoilneenssteine
25 WVaeluretes aunnddSSttrraatteeggyieaFlsacEtroforslgfsofrakStuocrceenss
30 MHuitmarabneRiteesrources
33 NSuascthahinaaltbigleeCgoesrpelolsrcahteafStolichiael RVesrpanotnwsiobritliutnyg
36
KGornouzep | 0 |
1cons | 61326116.txt_1 | 61326116.txt |
13 VMearnanagtwemoretnutnBgsobaerdreRicehmeidtses Vorstandes
14 MeitmglibeedresrodfetsheAuSfuspicehrtvsirsaotreysBoard
17 Corporate Governance BRepriochrt
19 AThketieO, bInevrebsatnokr RShelaarteios,nIsnvuensdtoCroRmelpaltiiaonncseand Compliance
24
Oberbank iamt aÜGbelarnblcieck
24 HistorisccMheileMsteoilneenssteine
25 WVaeluretes aunnddSSttrraatteeggyieaFlsacEtroforslgfsofrakStuocrceenss
30 MHuitmarabneRiteesrources
33 NSuascthahinaaltbigleeCgoesrpelolsrcahteafStolichiael RVesrpanotnwsiobritliutnyg
36
KGornouzeprnMlaagneabgeermichetnt Report
36 GTheesaEmcotwnoirmtsichEanftvlircohnemReanhtminenGbeendeinraglungen
41 ÖThseteArruesitcrhiasnBBanankkeinnsgekSteocrtoinr dinetnheerFstiresnt TdhrerieQe Quauratarltenrs2o0f029009
44 AGlelgneemrael iAncecAonugnatibnegnPzoulircBieesrichterstattung
45 GBuessicnheäsfstsDvevrelaluofpumnednwt airntsdcEhcaoftnliocmheicLSaigteuation
52 AOuustbloliock foür 2010
54 InternaelsRKiosknMtroalnl-augnedmReinstikaonmdaCnoangtermoleSnytstyesmtem in Hinblick
afourf MdeonnRiteocrhinngutnhgeslAegcuconugnspt | 1 |
1cons | 61326116.txt_2 | 61326116.txt | rnMlaagneabgeermichetnt Report
36 GTheesaEmcotwnoirmtsichEanftvlircohnemReanhtminenGbeendeinraglungen
41 ÖThseteArruesitcrhiasnBBanankkeinnsgekSteocrtoinr dinetnheerFstiresnt TdhrerieQe Quauratarltenrs2o0f029009
44 AGlelgneemrael iAncecAonugnatibnegnPzoulircBieesrichterstattung
45 GBuessicnheäsfstsDvevrelaluofpumnednwt airntsdcEhcaoftnliocmheicLSaigteuation
52 AOuustbloliock foür 2010
54 InternaelsRKiosknMtroalnl-augnedmReinstikaonmdaCnoangtermoleSnytstyesmtem in Hinblick
afourf MdeonnRiteocrhinngutnhgeslAegcuconugnsptirnogzePsros cess
57 ODifsfcelnolseugruensgPugersmuaänßt§to24S3eactUioGnB243a of the
Austrian Enterprise Code (UGB)
59
Segmentbericht
59
SegmGenltieRdeeprourntg der Segmente im Überblick
6509 SegmentaFtiiromneannkduOndvenrview
640 SCeogrmpoernatePrainvdatBkunsidneenss Banking
694 SPergsmoneanltBFainaknincgial Markets
7609 SFiengamnceinaltMSoanrksteitgses
70 Other
73
Konzernabschluss 2009 der Oberbank
13743
SCcohnlusoslsibdeamteedrkFuinnagndcieaslVSotarstteamnednetssdoefrOObbeerrbbaannkkGArGoup for 2009
134
ECrlkolsäinrugn | 2 |
1cons | 61326116.txt_3 | 61326116.txt | irnogzePsros cess
57 ODifsfcelnolseugruensgPugersmuaänßt§to24S3eactUioGnB243a of the
Austrian Enterprise Code (UGB)
59
Segmentbericht
59
SegmGenltieRdeeprourntg der Segmente im Überblick
6509 SegmentaFtiiromneannkduOndvenrview
640 SCeogrmpoernatePrainvdatBkunsidneenss Banking
694 SPergsmoneanltBFainaknincgial Markets
7609 SFiengamnceinaltMSoanrksteitgses
70 Other
73
Konzernabschluss 2009 der Oberbank
13743
SCcohnlusoslsibdeamteedrkFuinnagndcieaslVSotarstteamnednetssdoefrOObbeerrbbaannkkGArGoup for 2009
134
ECrlkolsäinrugnRgemgeamrkäsßb§y8th2eAMbsaantzag4emBöernsteGBoard of Oberbank AG
1354
BDeesctläatriagtuionngsinveArmcceorrkdance with Section 82 (4) of the
1 37
GAuewstirniannveSrtoeiclkunEgxscvhoarnsgchelAagct (BörseG)
1395
BAeurdicithotrd'seOs Apiunfisoinchtsrates
14317
OPrrogpaonseddeArpBparnokpriation of Profit
14329
AReupfobratuoofrtghaenSisuaptieornvidsoeryOBboearbrdank
15401
3MBaannakgeenmGernutpapnedimSuÜpebrevribsloicrky Bodies
1542
IOmrpgraensissuamtional Structure of Oberbank
150
3 Banken Group at a Glance
152
Im | 3 |
1cons | 61326116.txt_b0 | 61326116.txt | fax: ++ 43-732-785 810
SWIFT: OBKLAT2L Bank sort code: 15000 OeNB (Austrian National Bank) ID number: 54801 DVR (data processing code): 0019020 FN (company number): 79063w UID (EU VAT number): ATU22852606 ISIN Oberbank ordinary share: AT0000625108 ISIN Oberbank preference share: AT0000625132
Internet: www.oberbank.at E-mail: sek@oberbank.at
Investor Relations: Frank Helmkamp, Oberbank AG, Linz Editing: Corporate Secretary and Communications Sources (the economic environment): WIFO, IHS and OeNB, Vienna; DIW, Berlin; Ifo, Munich Copy deadline: 8 March 2010
Project management Annual Report: Christoph Oman, Oberbank AG, Linz Concept and consultancy: Scholdan & Company, Vienna Design: G2 Grafik OG Photos: Elisabeth Grebe Printing: Agens Ketterl English translation: Maria Bennett
Disclaimer: Forward-looking statements This Annual Report contains statements and forward-looking statements regarding Oberbank AG's future development. These forward-looking statements are usually accompanied by words such as "believes", "intends", "anticipates", "expects", "predicts", "plans", "estimates", "aims", "continues", "targets" and similar expressions. The forecasts are estimates made on the basis of all the information available on the reporting date of 31 December 2009. Should the assumptions upon which such forecasts have been based prove unjustified or should risks such as those referred to in the Risk Report transpire, actual results may differ from the results that are currently expected. This Annual Report does not constitute any recommendation to buy or sell shares of Oberbank AG. A separate glossary has not been included in this Annual Report, as the terms used are either common terminology or, where required, explained directly in the text. This Annual Report is prepared for the convenience of English-speaking readers. It is based on the German original; only the German text is binding.
152
Tradition
Independence
Innovation
Reliability
Safety
www.oberbank.at
Predictability
Trust
Autonomy Continuity
Sustainability
Solidity
Stability
Regionality
| 4 |
1cons | 61326116.txt_b1 | 61326116.txt | .71
8.80
Return on equity after tax
8.28
11.82
7.76
9.16
8.20
Cost/income ratio
53.26
52.36
49.92
50.11
53.65
Risk/earnings ratio (credit risk in % of net interest income) 34.58
22.54
28.29
15.36
33.83
9.20 9.22 48.94 20.01
Resources
Average number of staff (weighted)
1,990
1,983
872
860
862
879
Branches
133
134
55
54
41
44
Foreword Corporate Governance Oberbank at a Glance Group Management Report Segment Report Consolidated Financial Statements Service Information
151
Imprint
Proprietor and Publisher
Oberbank AG Untere Donaulände 28, 4020 Linz Phone: ++ 43-732-7802 - 0 Telefax: ++ 43-732-785 810
SWIFT: OBKLAT2L Bank sort code: 15000 OeNB (Austrian National Bank) ID number: 54801 DVR (data processing code): 0019020 FN (company number): 79063w UID (EU VAT number): ATU22852606 ISIN Oberbank ordinary share: AT0000625108 ISIN Oberbank preference share: AT0000625132
Internet: www.oberbank.at E-mail: sek@oberbank.at
Investor Relations: Frank Helmkamp, Oberbank AG, Linz Editing: Corporate Secretary and Communications Sources (the economic environment): WIFO, IHS and OeNB, Vienna; DIW, Berlin; Ifo, Munich Copy deadline: 8 March 2010
Project management Annual Report: Christoph Oman, Oberbank AG, Linz Concept and consultancy: Scholdan & Company, Vienna Design: G2 Grafik OG Photos: Elisabeth Grebe Printing: Agens Ketterl English translation: Maria Bennett
Disclaimer: Forward-looking statements This Annual Report contains statements and forward-looking statements regarding Oberbank AG's future development. These forward-looking statements are | 5 |
1cons | 61686296.txt_0 | 61686296.txt | 2011/12
Annual Report and Accounts
National Grid plc
Business Review
Our shareholder proposition
An energy networks business focused on generating shareholder value through both dividends and asset/equity growth by investing in essential assets under predominantly regulated market conditions to service long-term, sustainable, consumer led demands.
Investing in essential assets
We plan to invest over £40bn in our regulated networks over the period to 2021, primarily in core UK transmission infrastructure.
Regulated and sustainable business
Balance of activities
Regulated income growth
t UK and US t Electricity and gas t Transmission and distribution t Local expertise and global
functions
t Inflation linked UK revenues t Asset growth leading to
increased revenues
t Updated rate cases
Macro economic protection
Commodity and volume protection
t Bad debt trackers and credit protection
t Inflation linked UK assets t Price control `reopeners'
t Revenue decoupling t Energy commodity cost
pass through
Sustainable consumer led demands
t Low carbon economy and long-term growth in demand t Replacing ageing assets t Security of supply and system resilience
Core competencies
Operations and asset management
t Maximise the use of our existing asset base t Maintain reliability and security t Plan and deliver the future systems t Balance the ever more complex supply and demand mix t Deliver incentive income t Drive cost savings and efficiency t Focus on customer satisfaction and stakeholder engagement
Regulatory engagement
Financial planning and execution
t Secure the right rate plans for customers and investors
t Agree appropriate incentive schemes
t Maintain an efficient balance sheet
t Fund our growth t Minimise funding costs
More features online www.nationalgrid.com/ annualreports/2012
www.nationalgrid.com
Delivering value
Business Review
Corporate Governance
£3,495m -3%
Adjusted operating profit 2010/11: £3,600m +8% excluding the impact of timing and major storms
51.3p +1%
Adjusted earnings per share 2010/11: 50.9p (i)
$14.5bn +1%
US rate base 2010/11: $14.3bn
39.28p +8%
Ordinary dividends 2010/11: 36.37p
£3,539m -6%
| 0 |
1cons | 61686296.txt_1 | 61686296.txt |
t Maximise the use of our existing asset base t Maintain reliability and security t Plan and deliver the future systems t Balance the ever more complex supply and demand mix t Deliver incentive income t Drive cost savings and efficiency t Focus on customer satisfaction and stakeholder engagement
Regulatory engagement
Financial planning and execution
t Secure the right rate plans for customers and investors
t Agree appropriate incentive schemes
t Maintain an efficient balance sheet
t Fund our growth t Minimise funding costs
More features online www.nationalgrid.com/ annualreports/2012
www.nationalgrid.com
Delivering value
Business Review
Corporate Governance
£3,495m -3%
Adjusted operating profit 2010/11: £3,600m +8% excluding the impact of timing and major storms
51.3p +1%
Adjusted earnings per share 2010/11: 50.9p (i)
$14.5bn +1%
US rate base 2010/11: $14.3bn
39.28p +8%
Ordinary dividends 2010/11: 36.37p
£3,539m -6%
Operating profit 2010/11: £3,745m +5% excluding the impact of timing and major storms
57.1p -9%
Earnings per share 2010/11: 62.9p (i)
£22.2bn +7%
UK regulatory asset value 2010/11: £20.8bn
10.9%
Group return on equity 2010/11: 10.8%
Total shareholder return
% 125
100
75
50 31/03/07 31/03/08 31/03/09
National Grid plc FTSE 100 Source: Datastream
31/03/10
31/03/11
31/03/12
Excludes the impact of exceptional items, remeasurements and stranded cost recoveries. See page 57 for more information about these adjusted profit measures
Prior year restated for consistency. See page 57 for more information
(i) Comparative earnings per share data has been restated for the impact of the scrip dividend issues.
Our financial results are reported in sterling. The average exchange rate, as detailed on page 57, was $1.60 to £1 in 2011/12 | 1 |
1cons | 61686296.txt_2 | 61686296.txt | Operating profit 2010/11: £3,745m +5% excluding the impact of timing and major storms
57.1p -9%
Earnings per share 2010/11: 62.9p (i)
£22.2bn +7%
UK regulatory asset value 2010/11: £20.8bn
10.9%
Group return on equity 2010/11: 10.8%
Total shareholder return
% 125
100
75
50 31/03/07 31/03/08 31/03/09
National Grid plc FTSE 100 Source: Datastream
31/03/10
31/03/11
31/03/12
Excludes the impact of exceptional items, remeasurements and stranded cost recoveries. See page 57 for more information about these adjusted profit measures
Prior year restated for consistency. See page 57 for more information
(i) Comparative earnings per share data has been restated for the impact of the scrip dividend issues.
Our financial results are reported in sterling. The average exchange rate, as detailed on page 57, was $1.60 to £1 in 2011/12 compared with the average rate of $1.57 to £1 in 2010/11. Except as otherwise noted, the figures in this Report are stated in sterling or US dollars. All references to dollars or $ are to the US currency.
Cash generated from operations £m
3,265
3,564
4,372
4,854
4,487
Capital expenditure including joint ventures £m
3,075
3,315
3,338
3,603
3,388
Financial Statements
Additional Information
2007/08
2008/09
2009/10
2010/11
2011/12
2007/08
2008/09
2009/10
2010/11
2011/12
Business analysis 2011/12
Geographical analysis 2011/12
5 28
5
34
39
56
11
22
Revenue (%)
Adjusted operating profit (%)
UK Transmission UK Gas Distribution US Regulated Other activities
33 43
57 67
Revenue (%)
Adjusted operating profit (%) | 2 |
1cons | 61686296.txt_3 | 61686296.txt | compared with the average rate of $1.57 to £1 in 2010/11. Except as otherwise noted, the figures in this Report are stated in sterling or US dollars. All references to dollars or $ are to the US currency.
Cash generated from operations £m
3,265
3,564
4,372
4,854
4,487
Capital expenditure including joint ventures £m
3,075
3,315
3,338
3,603
3,388
Financial Statements
Additional Information
2007/08
2008/09
2009/10
2010/11
2011/12
2007/08
2008/09
2009/10
2010/11
2011/12
Business analysis 2011/12
Geographical analysis 2011/12
5 28
5
34
39
56
11
22
Revenue (%)
Adjusted operating profit (%)
UK Transmission UK Gas Distribution US Regulated Other activities
33 43
57 67
Revenue (%)
Adjusted operating profit (%)
UK US
Note: US revenue includes a commodity price element which does not contribute to profit
01 Annual Report and Accounts 2011/12 National Grid plc
Business Review
Contents
National Grid is an international electricity and gas company based in the UK and northeastern US. We play a vital role in connecting millions of people safely, reliably and efficiently to the energy they use.
Directors' Report
The Directors' Report, prepared in accordance with the requirements of the Companies Act 2006 and the UK Listing Authority's Listing, and Disclosure and Transparency rules, comprising pages 8 to 107 and 184 to 189 was approved by the Board and signed on its behalf by: Helen Mahy Company Secretary & General Counsel 16 May 2012 The location within the main body of the Annual Report of the specific requirements of the Directors' Report can be found in the checklist on page 81.
We use a number of technical terms and abbreviations within this document. In the interest of saving paper, we do not define terms or provide explanations every time that they are used; please refer to the glossary on pages 190 to 193 for this information.
If you require a full search facility, please go to the pdf of the Annual Report and Accounts 2011/ | 3 |
1cons | 61686296.txt_b0 | 61686296.txt | -looking statements. Many of these assumptions, risks and uncertainties relate to factors that are beyond our ability to control or estimate precisely, such as changes in laws or regulations and decisions by governmental bodies or regulators (including the new RIIO approach in the UK); breaches of, or changes in, environmental, climate change and health and safety laws or regulations, including breaches arising from the potentially harmful nature of our activities; network failure or interruption, the inability to carry out critical non network operations and damage to infrastructure, due to adverse weather conditions including the result of climate change or due to unauthorised access to or deliberate breaches of our IT systems or otherwise; performance against regulatory targets and standards and against our peers with the aim of delivering stakeholder expectations regarding costs and efficiency savings, including those related to investment programmes and internal transformation projects; and customers and counterparties failing to perform their obligations to the Company. Other factors that could cause actual results to differ materially from those described in this document include fluctuations in exchange rates, interest rates and commodity price indices; restrictions in our borrowing and debt arrangements, funding costs and access to financing; regulatory requirements for us to maintain financial resources in certain parts of our business and restrictions on some subsidiaries' transactions such as paying
dividends, lending or levying charges; inflation; the funding requirements of our pension schemes and other postretirement benefit schemes; the loss of key personnel or the ability to attract, train or retain qualified personnel and any disputes arising with our employees or the breach of laws or regulations by our employees; and incorrect or unforeseen assumptions or conclusions (including financial and tax impacts and other unanticipated effects) relating to business development activity, including assumptions in connection with joint ventures.
The effects of these factors on National Grid are difficult to predict. For further details regarding these and other assumptions, risks and uncertainties that may impact National Grid, please read the Business Review section including the `Risk factors' on pages 41 to 43 of this document. In addition, new factors emerge from time to time and we cannot assess the potential impact of any such factor on our activities or the extent to which any factor, or combination of factors, may cause actual future results to differ materially from those contained in any forward-looking statement. Except as may be required by law or regulation, the Company undertakes no obligation to update any of its forward-looking statements, which speak only as of the date of this document.
The contents of any website references in this document do not form part of this document.
| 4 |
1cons | 61686296.txt_b1 | 61686296.txt | . The Directors' Report, comprising pages 8 to 107 and 184 to 189, has been drawn up in accordance with the requirements of English law, and liability in respect thereof is also governed by English law. In particular, the liability of the Directors for these reports is solely to National Grid.
This document contains certain statements that are neither reported financial results nor other historical information. These statements are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include information with respect to our financial condition, our results of operations and businesses, strategy, plans and objectives. Words such as `anticipates', `expects', `should', `intends', `plans', `believes', `outlook', `seeks', `estimates', `targets', `may', `will', `continue', `project' and similar expressions, as well as statements in the future tense, identify forward-looking statements. These forward-looking statements are not guarantees of our future performance and are subject to assumptions, risks and uncertainties that could cause actual future results to differ materially from those expressed in or
implied by such forward-looking statements. Many of these assumptions, risks and uncertainties relate to factors that are beyond our ability to control or estimate precisely, such as changes in laws or regulations and decisions by governmental bodies or regulators (including the new RIIO approach in the UK); breaches of, or changes in, environmental, climate change and health and safety laws or regulations, including breaches arising from the potentially harmful nature of our activities; network failure or interruption, the inability to carry out critical non network operations and damage to infrastructure, due to adverse weather conditions including the result of climate change or due to unauthorised access to or deliberate breaches of our IT systems or otherwise; performance against regulatory targets and standards and against our peers with the aim of delivering stakeholder expectations regarding costs and efficiency savings, including those related to investment programmes and internal transformation projects; and customers and counterparties failing to perform their obligations to the Company. Other factors that could cause actual results to differ materially from those described in this document include fluctuations in exchange rates, interest rates and commodity price indices; restrictions in our borrowing and debt arrangements, funding costs and access to financing; regulatory requirements for us to maintain financial resources in certain parts of our business and restrictions on some subsidiaries' transactions such as paying
dividends, lending | 5 |
1cons | 61825120.txt_0 | 61825120.txt | EI TOWERS GROUP
ANNUAL REPORT 2012
EI TOWERS S.p.A. Via Zanella, 21 - 20851 Lissone (MB) Tax Code and Inscription Number in the Monza and Brianza Enterprises Register: 12916980159 VAT Number: 01055010969 www.eitowers.it Company subject to direction and coordination of Mediaset S.p.A.
TABLE OF CONTENTS
Notice of Convocation.....................................................................................1 EI Towers Group 2012 Annual Report Directors' Report on Operations......................................................................7 Corporate Boards............................................................................................8 Financial Highlights.........................................................................................9 Directors' Report on Operations.................................................................. 10. The General Economic Situation..................................................................12. EI Towers Shares on the Stock Market..........................................................14. Main Corporate Operations and Equity Investments.....................................16. The Main Group Companies........................................................................18. Performance of Operations..........................................................................19. Analysis of Consolidated Figures.................................................................21
Financial Results.................................................................................22 Balance Sheet and Financial Position....................................................24. Parent Company's Results...........................................................................27 Financial Results.................................................................................27 Balance Sheet and Financial Position....................................................28. Reconciliation between Consolidated and Parent Company Net Profit and Shareholders' Equity......................................................................................31. Details of the Main Risks and Uncertainties to which the Group is exposed..32. Human Resources........................................................................................36. Disclosure under Article 2428 of the Italian Civil Code................................40. Other Information.......................................................................................44. Subsequent Events......................................................................................47. Foreseeable Developments..........................................................................48
Board of Directors' Report to the Shareholders' Meeting of April 18, 2013....49
EI Towers Group 2012 Annual Report · Consolidated Statement of Financial Position..............................................96
· Consolidated Statement of Income.............................................................98 · Consolidated Statement of Comprehensive Income.....................................99 · Consolidated Statement of Cash Flows.....................................................100 · Consolidated Statement of Changes in Equity...........................................101 · Consolidated Statement of Financial Position and Income according to Consob Resolution no. 15519 dated July 27, 2006......................................102
Explanatory Notes · General Information.................................................................................105 · General Drafting Criteria and Accounting Standards for the Drafting of the Financial Statements..............................................................................105 · Summary of the Accounting Standards and Valuation Criteria...................107 · Main Company Operations and Changes in the Consolid | 0 |
1cons | 61825120.txt_1 | 61825120.txt | Consolidated and Parent Company Net Profit and Shareholders' Equity......................................................................................31. Details of the Main Risks and Uncertainties to which the Group is exposed..32. Human Resources........................................................................................36. Disclosure under Article 2428 of the Italian Civil Code................................40. Other Information.......................................................................................44. Subsequent Events......................................................................................47. Foreseeable Developments..........................................................................48
Board of Directors' Report to the Shareholders' Meeting of April 18, 2013....49
EI Towers Group 2012 Annual Report · Consolidated Statement of Financial Position..............................................96
· Consolidated Statement of Income.............................................................98 · Consolidated Statement of Comprehensive Income.....................................99 · Consolidated Statement of Cash Flows.....................................................100 · Consolidated Statement of Changes in Equity...........................................101 · Consolidated Statement of Financial Position and Income according to Consob Resolution no. 15519 dated July 27, 2006......................................102
Explanatory Notes · General Information.................................................................................105 · General Drafting Criteria and Accounting Standards for the Drafting of the Financial Statements..............................................................................105 · Summary of the Accounting Standards and Valuation Criteria...................107 · Main Company Operations and Changes in the Consolidation Area...........126 · Business Combination..............................................................................126 · Notes on Main Assets Items......................................................................128 · Notes on Main Liabilities Items.................................................................140 · Notes on Main Statement of Income Items................................................153 · Notes on Main Cash Flow Statement Items................................................160 · Additional Disclosures on Financial Instruments and Risk Management Policies........................................................................................................161 · Share-based Payments.............................................................................171 · Related Party Transactions........................................................................172 · Commitments..........................................................................................173 · Potential Liabilities...................................................................................174 · List of Equity Investments included in the Consolidated Financial Statements as at December 31, 2011............................................................................175 · Attestation of the Group's Consolidated Financial Statements in conformity with article 154, part two, of Legislative Decree 58/98................................177 · Indipendent Auditors' Report...................................................................179
EI Towers S.p.A. 2012 Annual Report Financial Statements Statement of Financial Position....................................................................182
Statement of Income...................................................................................184 Statement of Comprehensive Income...........................................................185 Statement of Cash Flows.............................................................................186 Statement of Changes in Equity...................................................................187
Explanatory Notes General Information....................................................................................188 Adoption of International Accounting Standards.......................................... | 1 |
1cons | 61825120.txt_2 | 61825120.txt | ation Area...........126 · Business Combination..............................................................................126 · Notes on Main Assets Items......................................................................128 · Notes on Main Liabilities Items.................................................................140 · Notes on Main Statement of Income Items................................................153 · Notes on Main Cash Flow Statement Items................................................160 · Additional Disclosures on Financial Instruments and Risk Management Policies........................................................................................................161 · Share-based Payments.............................................................................171 · Related Party Transactions........................................................................172 · Commitments..........................................................................................173 · Potential Liabilities...................................................................................174 · List of Equity Investments included in the Consolidated Financial Statements as at December 31, 2011............................................................................175 · Attestation of the Group's Consolidated Financial Statements in conformity with article 154, part two, of Legislative Decree 58/98................................177 · Indipendent Auditors' Report...................................................................179
EI Towers S.p.A. 2012 Annual Report Financial Statements Statement of Financial Position....................................................................182
Statement of Income...................................................................................184 Statement of Comprehensive Income...........................................................185 Statement of Cash Flows.............................................................................186 Statement of Changes in Equity...................................................................187
Explanatory Notes General Information....................................................................................188 Adoption of International Accounting Standards..........................................188 General Drafting Criteria and the Accounting Standards used to prepare the Financial Statements and the Valuation Criteria...........................................188 Other Information.......................................................................................206 Comments on the Main Asset Items.............................................................209 Comments on the Main Net Equity and Liabilities Items...............................222 Comments on the Main Items in the Income Statements..............................233 Additional Information on the Financial Instruments and Risk Management Policies........................................................................................................240 Investment Commitments and Guarantees...................................................245
Disclosure under Article 2428 of the Italian Civil Code................................247
Attachments................................................................................................249
Summary Tables of the Essential Economic and Financial Data of Subsidiary Companies..................................................................................................250
List of the Equity Investments in subsidiaries at December 31, 2012..........251
Certification of the Financial Statements pursuant to Article 154-bis, of the Legislative Decree 58/98...................................................................252
Reports of the Statutory Auditors and External Auditors..............................254
2013 Shareholders' Annual Ordinary General Meeting
Notice of Convocation
1
NOTICE OF CONVOCATION
Notice of Ordinary and Extraordinary Meeting of the Shareholders
The persons entitled to participate and to exercise the voting right are invited to the ordinary and extraordinary meeting | 2 |
1cons | 61825120.txt_3 | 61825120.txt | 188 General Drafting Criteria and the Accounting Standards used to prepare the Financial Statements and the Valuation Criteria...........................................188 Other Information.......................................................................................206 Comments on the Main Asset Items.............................................................209 Comments on the Main Net Equity and Liabilities Items...............................222 Comments on the Main Items in the Income Statements..............................233 Additional Information on the Financial Instruments and Risk Management Policies........................................................................................................240 Investment Commitments and Guarantees...................................................245
Disclosure under Article 2428 of the Italian Civil Code................................247
Attachments................................................................................................249
Summary Tables of the Essential Economic and Financial Data of Subsidiary Companies..................................................................................................250
List of the Equity Investments in subsidiaries at December 31, 2012..........251
Certification of the Financial Statements pursuant to Article 154-bis, of the Legislative Decree 58/98...................................................................252
Reports of the Statutory Auditors and External Auditors..............................254
2013 Shareholders' Annual Ordinary General Meeting
Notice of Convocation
1
NOTICE OF CONVOCATION
Notice of Ordinary and Extraordinary Meeting of the Shareholders
The persons entitled to participate and to exercise the voting right are invited to the ordinary and extraordinary meeting of the shareholders to be held in a single session at the registered office at Via Zanella no. 21, Lissone, Italy at 11:00 a.m. on April 18, 2013, for deliberation upon the following:
MEETING AGENDA
Ordinary part
1. Approval of the financial statements as of December 31, 2012; Report of the Board of Directors on Operations, Report of the Independent Auditors and Report of the Board of Statutory Auditors; presentation of the consolidated financial statements as of December 31, 2012.
2. Compensation Report in accordance with Article 123-ter of the Legislative Decree no. 58/1998.
3. Appointment of the Audit Firm for the audit of financial statements and consolidated financial statements and the limited accounting review of the half-year financial reports for the period 2013-2021.
4. Authorization to the Board of Directors for the purchase and sale of treasury shares.
5. Proposals of amendment of Shareholders' Meeting regulation; related and subsequent resolutions.
Extraordinary part
6. Proposal of amendment of the following articles of bylaws: 10 (Right to participate in shareholders' meetings), 11 (Means for conducting shareholders' meetings), 13 ( | 3 |
1cons | 61825120.txt_b0 | 61825120.txt | ant to Article 154-bis, of the Legislative Decree 58/98
252
Attestation of the Financial Statements pursuant to article 154, part two, of the Legislative Decree 58/98
1. The undersigned Guido Barbieri, Chief Executive Officer, and Fabio Caccia, the Assigned Executive for the drafting of the company accounting documents of EI Towers S.p.A., attest, also taking into account what is lead down by article 154, part two, paragraphs 3 and 4 of the Legislative Decree of February 24, 1998 no. 58:
· to the adequacy relative to the characteristics of the Group and · the effective application
of the administrative and accounting procedures for building up the Financial Statements, during the financial year 2012.
2. The evaluation of the adequacy of the administrative and accounting procedures for building up the Financial Statements as at December 31, 2012 was carried out based on the rules and methodologies defined by EI Towers S.p.A. in line with the model Internal Control Integrated Framework issued by the Committee of sponsoring Organizations of the Treadway Commission which represents a body of general reference principles for the system of internal controls that is generally accepted at international level.
3. Furthermore, it is also attested that:
3.1 The Financial Statements: a) are drawn up in conformity with the applicable International Accounting Standards recognised within the European Community, pursuant to the regulation (EC) no. 1606/2002 of the European Community and Council of July 19, 2002 as well as with the measures issued to actuate article 9 of the Legislative Decree no. 38/2005; b) reflect the balances in the books and the accounting postings; c) are suitable and appropriate in order to give a true and fair view of the Balance Sheet, Income Statement and Financial situations of the Issuer.
3.2 The Directors' Report on Operations contains a trustworthy analysis of the progress and result of operations, as well as of the situation of the Issuer, together with the description of the main risks and uncertainties to which they are exposed.
March 21, 2013
For the Board of Directors The Chief Executive Officer
(Guido Barbieri)
The Assigned Executive for the drafting of the company accounting documents
(Fabio Caccia)
253
2012 Annual Report Report of the Statutory Auditors and
External Auditors
254
| 4 |
1cons | 61825120.txt_b1 | 61825120.txt | nce s
B-A
B-C
22,000,000 4,131
1
36,192,752
36,192,752
7,151,775
7,151,775
-
-
-
4,131
-
49,504
-
-
-
100.00% 22,000,000 213,020,000
50.00%
-
160,000
-
176,827,248
-
-
-
160,000
-
-
A sso ciates (*) B eigua S.r.l.
Ro ma - Via Della P.Sacchetti, 229
51,480
12,613
150,447
36,860
(268)
(66)
24.50%
1
27,639
-
(9,221)
-
251
2012 Annual Report Certification of the Financial Statements pur-
suant to Article 154-bis, of the Legislative Decree 58/98
252
Attestation of the Financial Statements pursuant to article 154, part two, of the Legislative Decree 58/98
1. The undersigned Guido Barbieri, Chief Executive Officer, and Fabio Caccia, the Assigned Executive for the drafting of the company accounting documents of EI Towers S.p.A., attest, also taking into account what is lead down by article 154, part two, paragraphs 3 and 4 of the Legislative Decree of February 24, 1998 no. 58:
· to the adequacy relative to the characteristics of the Group and · the effective application
of the administrative and accounting procedures for building up the Financial Statements, during the financial year 2012.
2. The evaluation of the adequacy of the administrative and accounting procedures for building up the Financial Statements as at December 31, 2012 was carried out based on the rules and methodologies defined by EI Towers S.p.A. in line with the model Internal Control Integrated Framework issued by the Committee of sponsoring Organizations of the Treadway Commission which represents a body of general reference principles for the system of internal controls that is generally accepted at international level.
3. Furthermore | 5 |
1cons | 61432531.txt_0 | 61432531.txt | ANNUAL REPORT & ACCOUNTS 2010
AVESCO GROUP PLC ANNUAL REPORT 2010 www.avesco.com
sCcspTrcreorweegnaerasntmowpmrtaoehs.uisAbdunytieoloatvrseo'usrnaptlBpolBlsyCCiztTEhe'lseeocfmnteai9woi.n8n5LsS6EtmpDuedcxcioiua5lrs.v8tei2net4lgemLvsEi,syDstiohtneem.
AiRdviinicsgouhtahlAesrloeanluuantciinohnCsooffvertnohtmeryn,iteMswCBFLiriamptrinoPgvuhidnaetmdo
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full audio operation.
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The Avesco Group
EUROPE THE AMERICAS
CREATIVE TECHNOLOGY
FULL SERVICE
Leading international supplier of specialist audio visual services and equipment to the live events, broadcast and entertainment industries
Full technical support for conferences, sports, music, corporate events and television programmes
Creative Technology
MCL, Action, JVR
Creative Technology
BROADCAST SERVICES
Broadcast equipment, systems, services and television studio facilities
Presteigne Charter Fountain Studios
MIDDLE EAST
Creative Technology
ASIA PACIFIC
Creative Technology
Presteigne Charter
AVESCO GROUP PLC ANNUAL REPORT 2010
01
www.avesco.com
IvnTisvheuwesatil3tmDhseonctlthouentinciometnpehattenocslaotttnheotesiindtruec3leiDlsvieetrtneottcshhdiransacownrlooewgsinysftpthorheoremvcidgroeloosf | 0 |
1cons | 61432531.txt_1 | 61432531.txt | hpidisgehnfdodsrefwtihnitiethiiron
The Avesco Group
EUROPE THE AMERICAS
CREATIVE TECHNOLOGY
FULL SERVICE
Leading international supplier of specialist audio visual services and equipment to the live events, broadcast and entertainment industries
Full technical support for conferences, sports, music, corporate events and television programmes
Creative Technology
MCL, Action, JVR
Creative Technology
BROADCAST SERVICES
Broadcast equipment, systems, services and television studio facilities
Presteigne Charter Fountain Studios
MIDDLE EAST
Creative Technology
ASIA PACIFIC
Creative Technology
Presteigne Charter
AVESCO GROUP PLC ANNUAL REPORT 2010
01
www.avesco.com
IvnTisvheuwesatil3tmDhseonctlthouentinciometnpehattenocslaotttnheotesiindtruec3leiDlsvieetrtneottcshhdiransacownrlooewgsinysftpthorheoremvcidgroeloosfwbJed.VsR.
awPaarnreddsetbdericogonadenctCraashctatrFsstIeotrFlouAwtpieWorroneosvirpdlrfedooutCreduccphto.onveicrhaaaglveefoabcfeieltnithiees
Action's evolution moved forward with the formation of the Barcelona operation
which now covers their expanding Spanish client base.
Turnover by Region
UK £44.2M TURNOVER
> BIRMINGHAM > BIRMINGHAM NEC > EDINBURGH > GLASGOW > LONDON > MANCHESTER
NORTH AMERICA £31.3M TURNOVER
> ATLANTA > BOSTON > CHICAGO > LAS VEGAS > LOS ANGELES > SAN FRANCISCO
MIDDLE EAST & ASIA PACIFIC £15.3M TURNOVER
> DUBAI > HONG KONG > SHANGHAI > SINGAPORE
MAINLAND EUROPE £26.4M TURNOVER
> BARCELONA > CAN | 1 |
1cons | 61432531.txt_2 | 61432531.txt | wbJed.VsR.
awPaarnreddsetbdericogonadenctCraashctatrFsstIeotrFlouAwtpieWorroneosvirpdlrfedooutCreduccphto.onveicrhaaaglveefoabcfeieltnithiees
Action's evolution moved forward with the formation of the Barcelona operation
which now covers their expanding Spanish client base.
Turnover by Region
UK £44.2M TURNOVER
> BIRMINGHAM > BIRMINGHAM NEC > EDINBURGH > GLASGOW > LONDON > MANCHESTER
NORTH AMERICA £31.3M TURNOVER
> ATLANTA > BOSTON > CHICAGO > LAS VEGAS > LOS ANGELES > SAN FRANCISCO
MIDDLE EAST & ASIA PACIFIC £15.3M TURNOVER
> DUBAI > HONG KONG > SHANGHAI > SINGAPORE
MAINLAND EUROPE £26.4M TURNOVER
> BARCELONA > CANNES > COLOGNE > DUSSELDORF > HILVERSUM > MONACO > MUNICH > ROOSENDAAL > ROTTERDAM > STUTTGART
02
AVESCO GROUP PLC ANNUAL REPORT 2010
www.avesco.com
Over the last six months, the Group has experienced a noticeable improvement in business
reflecting an increased level of confidence from our customers.
Chairman's Statement
Michael Gibbins
As we entered the financial year that ended on 30 September 2010, we had two priorities. The first was to focus upon and execute a strategy to manage the business effectively in the near term to address the immediate challenges of the then uncertain economic outlook. The second was to achieve more than simply preserving the business through the difficult times. We needed to be bold and to continue to build the Group in a manner that would maximise the opportunity going forward and establish a stronger business that could produce consistent growth over the longer term.
The progress made in both strategies is evident from these results. Not only do they show substantially improved financial performance but they also demonstrate the quality and resilience of the business emerging from tougher times and are testament to the well-balanced international business | 2 |
1cons | 61432531.txt_3 | 61432531.txt | NES > COLOGNE > DUSSELDORF > HILVERSUM > MONACO > MUNICH > ROOSENDAAL > ROTTERDAM > STUTTGART
02
AVESCO GROUP PLC ANNUAL REPORT 2010
www.avesco.com
Over the last six months, the Group has experienced a noticeable improvement in business
reflecting an increased level of confidence from our customers.
Chairman's Statement
Michael Gibbins
As we entered the financial year that ended on 30 September 2010, we had two priorities. The first was to focus upon and execute a strategy to manage the business effectively in the near term to address the immediate challenges of the then uncertain economic outlook. The second was to achieve more than simply preserving the business through the difficult times. We needed to be bold and to continue to build the Group in a manner that would maximise the opportunity going forward and establish a stronger business that could produce consistent growth over the longer term.
The progress made in both strategies is evident from these results. Not only do they show substantially improved financial performance but they also demonstrate the quality and resilience of the business emerging from tougher times and are testament to the well-balanced international business that we have developed.
RESULTS In the twelve months ended 30 September 2010, revenue was up 30% at £117.2m (2009: £90.2m). The effects of currency movements in the period were negligible.
The trading profit (which excludes amortisation of acquired intangible assets, restructuring costs, impairment of property, plant and equipment, impairment of goodwill and other non-recurring and prior year costs) was £1.3m, a significant improvement on the prior year (2009: loss of £9.8m). The Group's trading profit less net interest and tax was £1.0m (2009: loss of £10.9m). On this basis, the basic earnings per share was 3.9p (2009: loss of 43.6p) and the diluted earnings per share was 3.8p (2009: loss of 43.6p).
During the year the Group recognised £0.2m of costs for the amortisation of acquired intangible assets (2009: £0.4m), £1.3m of restructuring costs (2009: £0.7m) and £0.5m of other non-recurring and prior year costs (2009: £nil). | 3 |
1cons | 61432531.txt_b0 | 61432531.txt | Charter Germany Head Office Köln Innungstrasse 6 D-50354 Hürth Germany Tel: +49 (0) 2233 / 80805 0 Fax: +49 (0) 2233 / 80805 99 e-mail: koeln@presteignecharter.com web: www.presteignecharter.com Managing Director: Thomas Gehring
Presteigne Charter Munich Niederlassung München Münchener Strasse 101 D-85737 Ismaning Germany Tel: +49 (0)89 1890 965-0 Fax: +49 (0)89 1890 965-29 e-mail: muenshen@presteignecharter.com web: www.presteignecharter.com Managing Director: Thomas Gehring
Presteigne Charter Netherlands Fransiscusweg 10-8 1216 SK Hilversum Netherlands Tel: +31 (0)3562 60 190 Fax: +31 (0)3562 60 191 e-mail: info-nl@presteignecharter.com web: www.presteignecharter.com Branch Manager: Guus Paat
Presteigne Charter Asia Pacific No. 15 Changi North Street 1 Unit 01-01 Singapore 498765 Tel: +65 62722320 Fax: +65 62721293 e-mail: info@presteignecharter.com web: www.presteignecharter.com General Manager: Danny Duijs
The Fountain Studios 128 Wembley Park Drive Wembley HA9 8HP Tel: +44 (0)20 8900 5800 Fax: +44 (0)20 8900 5802 e-mail: enquiries@ftv.co.uk web: www.ftv.co.uk Managing Director: Mariana Spater
Print Ultimate Group Limited
This report is printed onto 115/250gram 9Lives Silk. 9Lives Silk is composed of 50% Post Consumer Waste and 50% FSC Certified Recycled Material.
Avesco Group plc Unit E2 Sussex Manor Business Park Gatwick Road, Crawley West Sussex RH10 9NH Tel: +44 (0)1293 583400 Fax: +44 (0)1293 583410 e-mail: mail@avesco.com web: www.avesco.com
| 4 |
1cons | 61432531.txt_b1 | 61432531.txt | .jvr.nl Managing Director: Christ Elsten
JVR audiovisual Sumatralaan 5 Postbus 238 1200 AE Hilversum Netherlands Tel: +31 (0)35 677 51 77 Fax: +31 (0)35 677 51 70 e-mail: info@jvr.nl web: www.jvr.nl Managing Director: Christ Elsten
Broadcast Services Presteigne Charter Head Office Unit 4, Manor Gate Manor Royal Crawley West Sussex RH10 9SX Tel: +44 (0)1293 651300 Fax: +44 (0)1293 651301 e-mail: info@presteignecharter.com web: www.presteignecharter.com CEO: Michael Ransome
Presteigne Charter Manchester Unit D7, Taylor Business Park Risley Warrington WA3 6BL Tel: +44 (0)845 521 0985 Fax: +44 (0)845 521 0986 e-mail: info@presteignecharter.com web: www.presteignecharter.com Hire Manager: Lisa Eddowes
Presteigne Charter Germany Head Office Köln Innungstrasse 6 D-50354 Hürth Germany Tel: +49 (0) 2233 / 80805 0 Fax: +49 (0) 2233 / 80805 99 e-mail: koeln@presteignecharter.com web: www.presteignecharter.com Managing Director: Thomas Gehring
Presteigne Charter Munich Niederlassung München Münchener Strasse 101 D-85737 Ismaning Germany Tel: +49 (0)89 1890 965-0 Fax: +49 (0)89 1890 965-29 e-mail: muenshen@presteignecharter.com web: www.presteignecharter.com Managing Director: Thomas Gehring
Presteigne Charter Netherlands Fransiscusweg 10-8 1216 SK Hilversum Netherlands Tel: +31 (0)3562 60 190 Fax: +31 (0)3562 60 191 e-mail: info-nl@presteignecharter.com web: www.presteignecharter.com Branch Manager: Guus Paat
P | 5 |
1cons | 61357272.txt_0 | 61357272.txt | Annual Report
2009
We make CarLife easier
Mekonomen Annual Report 2009 | Table of content
Table of content
1 Year in brief, key ratios 2 CEO's comments 4 Mekonomen's brand 6 Proprietary brands 8 Store concept 10 Five-year summary 13 Corporate Governance 18 Administration Report 22 Income statement, Group 23 Cash-flow statement, Group 24 Balance sheet, Group 26 Income statement, Parent Company 27 Cash-flow statement, Parent Company 28 Balance sheet, Parent Company 30 Changes in shareholders' equity 3 1 Notes 58 Auditors' report 59 Information to shareholders 59 Definitions 60 Board of Directors 62 Management 64 Maps of stores and workshops 66 Addresses
Mekonomen's formal Annual Report comprises pages 18 to 58. Only the formal annual report has been reviewed by the company's auditors. A more detailed description of Mekonomen's operations and additional, regularly updated financial Information is presented on Mekonomen's website: w w w. m e ko n o m e n. s e.
In March, Mekonomen was named "Retail chain of the Year" by the Swedish Trade Federation and paper, Dagens Handel, at the Retail Awards 2010, an event aimed at encouraging innovation and quality in retailing, to increase focus on retail companies and their suppliers, as well as to highlight retail as a future-oriented sector. Retail Awards is an annual event, where the principal players in the Swedish retail sector are the centre of attention..
The Swedish Trade Federation's and Dagens Handel's commendation was: "With a new, communicative store environment, investment in employee training and a consistent effort to raise awareness among consumers for the retail chain, Mekonomen has become an attractive retail chain for spare parts and leisure products, where visitors to the workshops also feel welcome. Mekonomen makes the journey from traditional automotive spare parts workshop to modern retail chain."
The year in brief
· New store concept 60 Mekonomen Medium and Mekonomen Mega units were completed.
· Mekonomen Direkt was launched in Sweden in January 2009.
· Mekonomen's proprietary products were launched. · Revenues increased to SEK 3,206 M (2,691). · EBIT increased to SEK 325 M (251). · EBIT margin amounted to 10 per cent (9). · Profit after tax amounted to SEK 323 M (261). · Earnings per share amounted to SEK 7. 38 ( | 0 |
1cons | 61357272.txt_1 | 61357272.txt | quality in retailing, to increase focus on retail companies and their suppliers, as well as to highlight retail as a future-oriented sector. Retail Awards is an annual event, where the principal players in the Swedish retail sector are the centre of attention..
The Swedish Trade Federation's and Dagens Handel's commendation was: "With a new, communicative store environment, investment in employee training and a consistent effort to raise awareness among consumers for the retail chain, Mekonomen has become an attractive retail chain for spare parts and leisure products, where visitors to the workshops also feel welcome. Mekonomen makes the journey from traditional automotive spare parts workshop to modern retail chain."
The year in brief
· New store concept 60 Mekonomen Medium and Mekonomen Mega units were completed.
· Mekonomen Direkt was launched in Sweden in January 2009.
· Mekonomen's proprietary products were launched. · Revenues increased to SEK 3,206 M (2,691). · EBIT increased to SEK 325 M (251). · EBIT margin amounted to 10 per cent (9). · Profit after tax amounted to SEK 323 M (261). · Earnings per share amounted to SEK 7. 38 (5.84). · The Board of Directors proposes a dividend of
SEK 7.00 (6.00).
The year in brief | Mekonomen Annual Report 2009
Revenue and EBIT
SEK M 3,500 3,250 3,000 2,750 2,500 2,250 2,000 1,750 1,500 1,250 1,000
750 500 250
2004 2005 Revenue
2006
2007
2008 EBIT
SEK M 350 325 300 275 250 225 200 175 150 125 100 75 50 25 2009
Earnings per share and dividend
SEK 12 11 10
9 8 7 6 5 4 3 2 1 0
2004 2005 2006 2007 Earnings per share
SEK 12 11 10 9 8 7 6 5 4 3 2 1 0 2008 2009 Dividend
Key ratios
Revenues, SEK M EBIT, SEK M EBIT margin, % Profit for the year*, SEK M Earnings per share*, SEK Cash flow ** per share, SEK Dividend***, SEK Return on shareholders' equity, % Equity/assets ratio, %
2009 3,206
325 10
| 1 |
1cons | 61357272.txt_2 | 61357272.txt | 5.84). · The Board of Directors proposes a dividend of
SEK 7.00 (6.00).
The year in brief | Mekonomen Annual Report 2009
Revenue and EBIT
SEK M 3,500 3,250 3,000 2,750 2,500 2,250 2,000 1,750 1,500 1,250 1,000
750 500 250
2004 2005 Revenue
2006
2007
2008 EBIT
SEK M 350 325 300 275 250 225 200 175 150 125 100 75 50 25 2009
Earnings per share and dividend
SEK 12 11 10
9 8 7 6 5 4 3 2 1 0
2004 2005 2006 2007 Earnings per share
SEK 12 11 10 9 8 7 6 5 4 3 2 1 0 2008 2009 Dividend
Key ratios
Revenues, SEK M EBIT, SEK M EBIT margin, % Profit for the year*, SEK M Earnings per share*, SEK Cash flow ** per share, SEK Dividend***, SEK Return on shareholders' equity, % Equity/assets ratio, %
2009 3,206
325 10
237 7.38 9.38 7.00
27 59
2008 2,691
251 9
189 5.84 6.77 6.00
20 60
2007 2,550
250 10
348 11.03 10.32 11.00
36 67
*) The figures for 2007 include capital gain from the sale of property. Profit for 2007,
excluding sales of property, totalled SEK 192 M and earnings per share were SEK 5.98. **) From continuing operations. ***) Board of Directors' proposal for 2009. Of which, extra dividend of SEK 5 SEK 2007.
1
Mekonomen Annual Report 2009 | CEO's comments
CEO'S COMMENTS
2009 was a record year for Mekonomen
With EBIT and revenue increases of 30 and 19 per cent, respectively, 2009 was a record year for Mekonomen. This was achieved in a year characterised by a deep recession and a global financial crisis. The success was a result of our ability to satisfy customers' requirements through attractive concepts and offerings.
During the year, we increased market shares in all countries meaning, Sweden, Norway and Denmark. Our promise to make CarLife | 2 |
1cons | 61357272.txt_3 | 61357272.txt | 237 7.38 9.38 7.00
27 59
2008 2,691
251 9
189 5.84 6.77 6.00
20 60
2007 2,550
250 10
348 11.03 10.32 11.00
36 67
*) The figures for 2007 include capital gain from the sale of property. Profit for 2007,
excluding sales of property, totalled SEK 192 M and earnings per share were SEK 5.98. **) From continuing operations. ***) Board of Directors' proposal for 2009. Of which, extra dividend of SEK 5 SEK 2007.
1
Mekonomen Annual Report 2009 | CEO's comments
CEO'S COMMENTS
2009 was a record year for Mekonomen
With EBIT and revenue increases of 30 and 19 per cent, respectively, 2009 was a record year for Mekonomen. This was achieved in a year characterised by a deep recession and a global financial crisis. The success was a result of our ability to satisfy customers' requirements through attractive concepts and offerings.
During the year, we increased market shares in all countries meaning, Sweden, Norway and Denmark. Our promise to make CarLife easier attracted more customers and new customer groups. The increase in the number of women who chose Mekonomen was particularly gratifying. Those of you who follow Mekonomen may have noticed that our communication and offerings were specifically aimed at women.
During 2009, Mekonomen's position strengthened significantly in all markets. This was accomplished through the establishment of Mega and Medium units, workshop concepts, Mekonomen Direkt and the investment in Fleet customers. The targets set for 2009 were achieved with 60 Mekonomen Mega and Medium units. The expansion continues and the number of affiliated workshops is currently 1, 220. The net
increase in 2009 was 155. Mekonomen Direkt and Mekonomen Fleet were launched in Sweden in 2009 and will be introduced in Denmark and Norway during the first quarter of 2010.
The passion to make CarLife easier has only just begun. During 2010 and in coming years, We will be launching new concepts at a maintained high rate, both proprietary and in collaboration with various partners. The launch of the Mekonomen card in January 2010, with 10 per cent discount on accessories, is one example. Another area in which we will be focusing strongly in 2010 is our proprietary products. An important part of this development is a successive introduction | 3 |
1cons | 61357272.txt_b0 | 61357272.txt | Kabi Parenteral Nutrition, Financial Manager of Electrolux Professional AB, Financial Manager of Electrolux Storkök AB. Other assignments: Board member of Infranord AB. Shares in Mekonomen: 6,000. Employed 2007.
*) Including holdings from family
63
Mekonomen Annual Report 2009 | Table of content
Mekonomen Årsredovisning 2008
A total of 1,220 workshops are affiliated to Mekonomen in Sweden, Norway and Denmark.
64
Mekonomen's store network comprises 220 stores in Sweden, Norway and Denmark.
Sweden
Mekonomen AB Box 6077 SE-141 06 Kungens Kurva Tel +46 8-464 00 00 Fax +46 8-464 00 66
Visiting address: Smista allé 11 SE-141 70 Kungens Kurva www.mekonomen.se
Mekonomen Grossist AB Box 542 SE-645 25 Strängnäs Tel +46 152-229 00 Fax +46 152-229 41
Visiting address: Fjädervägen 20 SE-645 47 Strängnäs
Mekonomen Fleet AB Box 6077 SE-141 06 Kungens Kurva Tel +46 8-464 00 00 Fax +46 8-464 00 66
Visiting address: Smista allé 11 SE-141 70 Kungens Kurva
Mekonomen Direkt Tel +46 (0)771-72 00 00
Norway
Mekonomen Norge AS Postboks 524 Bedriftssenteret NO-1411 Kolbotn Tel +47 66-81 76 90 Fax +47 66-99 11 51
Visiting address: Rosenholmveien 25 NO-1414 Trollåsen www.mekonomen.no
Mekonomen Direkt Tel + 47 055 66
Denmark
Mekonomen Danmark A/S Næsbyvej 6 DK-5000 Odense C Tel +45 65-43 43 43 Fax +45 65-43 42 01
Visiting address: Handelsvej 30 DK-5260 Odense S www.mekonomen.dk
Mekonomen Direkt Tel +45 70 140 140
We don't serve cars we serve people
| 4 |
1cons | 61357272.txt_b1 | 61357272.txt | onomen: 1,300. Employed 2005.
Marcus Larsson Head of Marketing & Commodities. Born 1970. Experience: Sales Manager, Business Development Manager of the Volkswagen Group. Shares in Mekonomen: 1,000. Employed 2003.
Gunnar Rantzow Head of Retail operations in Sweden. Born 1952. Experience: President of Coop inköp och logistik AB, President of Ostkompaniet HB, Head of the Swedish Operations Ceralia Food, Sales Director and President of Specialost AB, Sales Director of GB Glace AB. Other assignments: Chairman of the Board of Riflex AB, Board member of SBF. Shares in Mekonomen: 3,000*. Employed 2007.
Petter Torp Head of Retail operations in Norway. Born 1955. Experience: Marketing Director of Scangross Disribution AS. Shares in Mekonomen: 300. Employed in 1997.
All shareholdings are reported at 31 December 2009.
Management | Mekonomen Annual Report 2009
Gunilla Spongh CFO. Born 1966. Experience: Financial Director of CashGuard AB, Financial Director of Enea AB, Vice President of Finance & Controlling Fresenius Kabi Parenteral Nutrition, Financial Manager of Electrolux Professional AB, Financial Manager of Electrolux Storkök AB. Other assignments: Board member of Infranord AB. Shares in Mekonomen: 6,000. Employed 2007.
*) Including holdings from family
63
Mekonomen Annual Report 2009 | Table of content
Mekonomen Årsredovisning 2008
A total of 1,220 workshops are affiliated to Mekonomen in Sweden, Norway and Denmark.
64
Mekonomen's store network comprises 220 stores in Sweden, Norway and Denmark.
Sweden
Mekonomen AB Box 6077 SE-141 06 Kungens Kurva Tel +46 8-464 00 00 Fax +46 8-464 00 66
Visiting address: Smista allé 11 SE-141 70 Kungens Kurva www.mekonomen.se
Mekonomen Grossist AB Box 542 SE-645 25 Strängnäs Tel +46 152-229 00 Fax +46 152-229 41
Visiting address: Fjädervägen 20 SE-645 47 Strängnäs | 5 |
1cons | 61056179.txt_0 | 61056179.txt | Management Board Report on the Activity of the Bank Millennium for the 12 month period ending 31 December 2007
1
CONTENTS
LETTER OF THE CHAIRMAN OF THE BOARD.................................................................................................. 3 I. MARKET CONDITIONS IN 2007 AND BUSINESS PROSPECTS................................................................... 5
I.1. MACROECONOMIC SITUATION................................................................................................................. 5 I.2. STRATEGY IMPLEMENTATION AND BUSINESS DEVELOPMENT PROSPECTS................................................... 7 II. FINANCIAL SITUATION OF BANK MILLENNIUM........................................................................................ 12 II.1. PROFIT AND LOSS STATEMENT............................................................................................................ 13 II.2. BALANCE-SHEET AND OFF-BALANCE ITEMS............................................................................................ 16 II.3. MARKET VALUATION AND RATINGS....................................................................................................... 21 III. DESCRIPTION OF THE GROUP'S BUSINESS ACTIVITY.......................................................................... 23 III.1. RETAIL BANKING............................................................................................................................... 23 III.2 RETAIL LOANS (CONSUMER FINANCE).................................................................................................. 30 III.3. CORPORATE BANKING....................................................................................................................... 34 III.4 INTERNATIONAL ACTIVITIES OF BANK MILLENNIUM................................................................................. 43 IV. RISK MANAGEMENT AND KEY THREATS................................................................................................. 45 IV.1. INTERNAL ORGANIZATION................................................................................................................... 45 IV.2. CAPITAL MANAGEMENT..................................................................................................................... 47 IV.3. CREDIT RISK.................................................................................................................................... 48 IV.4. OPERATIONAL RISK........................................................................................................................... 50 IV.5. MARKET RISK................................................................................................................................... 51 IV.6. LIQUIDITY RISK................................................................................................................................. 53 V. HUMAN RESOURCES MANAGEMENT......................................................................................................... 55 V.1. RECRUITMENT................................................................................................................................... 55 V.2. DEVELOPMENT.................................................................................................................................. 55 V.3. INCENTIVE SYSTEM............................................................................................................................ 56 VI. ADDITIONAL INFORMATION......................................................................................................................... 57 VI.1. INFORMATION ABOUT IMPORTANT AGREEMENTS HAVING IMPACT ON GROUP'S ACTIVITY.......................... 57 VI.2. INFORMATION ABOUT IMPLEMENTATION OF MIFID DIRECTIVES.............................................................. 60 VI.3. INFORMATION ON AGREEMENTS WITH AN ENT | 0 |
1cons | 61056179.txt_1 | 61056179.txt | ....... 34 III.4 INTERNATIONAL ACTIVITIES OF BANK MILLENNIUM................................................................................. 43 IV. RISK MANAGEMENT AND KEY THREATS................................................................................................. 45 IV.1. INTERNAL ORGANIZATION................................................................................................................... 45 IV.2. CAPITAL MANAGEMENT..................................................................................................................... 47 IV.3. CREDIT RISK.................................................................................................................................... 48 IV.4. OPERATIONAL RISK........................................................................................................................... 50 IV.5. MARKET RISK................................................................................................................................... 51 IV.6. LIQUIDITY RISK................................................................................................................................. 53 V. HUMAN RESOURCES MANAGEMENT......................................................................................................... 55 V.1. RECRUITMENT................................................................................................................................... 55 V.2. DEVELOPMENT.................................................................................................................................. 55 V.3. INCENTIVE SYSTEM............................................................................................................................ 56 VI. ADDITIONAL INFORMATION......................................................................................................................... 57 VI.1. INFORMATION ABOUT IMPORTANT AGREEMENTS HAVING IMPACT ON GROUP'S ACTIVITY.......................... 57 VI.2. INFORMATION ABOUT IMPLEMENTATION OF MIFID DIRECTIVES.............................................................. 60 VI.3. INFORMATION ON AGREEMENTS WITH AN ENTITY AUTHORISE TO AUDIT FINANCIAL STATEMENTS............... 61 VI.4. OTHER INFORMATION........................................................................................................................ 61 VII. STATEMENT OF THE MANAGEMENT BOARD......................................................................................... 62
2
LETTER OF THE CHAIRMAN OF THE BOARD
Dear Sirs!
2007 was a very successful year. The last twelve months saw consistent implementation of Bank Millennium's medium-term strategy towards strengthening our position on the financial services market, attaining quantitative and qualitative growth of the offer as well as improving fundamental operational efficiency ratios. Consequently we generated best-ever net profit of PLN 462 million, 53% more than in 2006.
With our proposal of a universal package of banking products and services, in 2007 we were particularly focused on development of three business areas: retail banking, consumer finance and corporate banking. In each of these areas we reached tangible results.
We successfully continued the branch network expansion programme planned for the years 2006 - 2009. In 2007 we opened 75 outlets, both new as well as transformed to the new Customer service standard. Some of them are large and modern Financial Centres. Our network now has 410 branches and Bank Millennium is present in 127 Polish cities, in all those above sixty thousand inhabitants each. This | 1 |
1cons | 61056179.txt_2 | 61056179.txt | ITY AUTHORISE TO AUDIT FINANCIAL STATEMENTS............... 61 VI.4. OTHER INFORMATION........................................................................................................................ 61 VII. STATEMENT OF THE MANAGEMENT BOARD......................................................................................... 62
2
LETTER OF THE CHAIRMAN OF THE BOARD
Dear Sirs!
2007 was a very successful year. The last twelve months saw consistent implementation of Bank Millennium's medium-term strategy towards strengthening our position on the financial services market, attaining quantitative and qualitative growth of the offer as well as improving fundamental operational efficiency ratios. Consequently we generated best-ever net profit of PLN 462 million, 53% more than in 2006.
With our proposal of a universal package of banking products and services, in 2007 we were particularly focused on development of three business areas: retail banking, consumer finance and corporate banking. In each of these areas we reached tangible results.
We successfully continued the branch network expansion programme planned for the years 2006 - 2009. In 2007 we opened 75 outlets, both new as well as transformed to the new Customer service standard. Some of them are large and modern Financial Centres. Our network now has 410 branches and Bank Millennium is present in 127 Polish cities, in all those above sixty thousand inhabitants each. This provides us with the opportunity to develop sales and deliver faster and more convenient service to our Customers.
Growth of the number of branches was accompanied by rapid growth of the number of individual Customers. As at end of 2007 we were providing service to over 950 thousand Customers with over 200 thousand of them having started their relationship with the Bank in the course of the last year. Customers' deposits grew during the twelve months of 2007 by 36%, which allowed us to increase market share in retail deposits to over 5%. Mutual funds under our management were also growing fast, as well and despite the slowdown of their growth in the last quarter, caused by a stock market correction, their value grew 43% over 2006. This gives us 3.8% market share.
In 2007 the Bank continued rapid growth on the loans market. The loan portfolio was up 47% over the previous year. As in preceding years the main driver of the growth were mortgages. Their balance increased by 72% in the course of the year, which gave us 11.2% market share. The Bank was developing with equal dynamics on the cards market card credit was up 72% year-on-year and in 2007 the Bank issued 170 thousand new cards. Finally, the upgraded offer and restructured sales gave | 2 |
1cons | 61056179.txt_3 | 61056179.txt | provides us with the opportunity to develop sales and deliver faster and more convenient service to our Customers.
Growth of the number of branches was accompanied by rapid growth of the number of individual Customers. As at end of 2007 we were providing service to over 950 thousand Customers with over 200 thousand of them having started their relationship with the Bank in the course of the last year. Customers' deposits grew during the twelve months of 2007 by 36%, which allowed us to increase market share in retail deposits to over 5%. Mutual funds under our management were also growing fast, as well and despite the slowdown of their growth in the last quarter, caused by a stock market correction, their value grew 43% over 2006. This gives us 3.8% market share.
In 2007 the Bank continued rapid growth on the loans market. The loan portfolio was up 47% over the previous year. As in preceding years the main driver of the growth were mortgages. Their balance increased by 72% in the course of the year, which gave us 11.2% market share. The Bank was developing with equal dynamics on the cards market card credit was up 72% year-on-year and in 2007 the Bank issued 170 thousand new cards. Finally, the upgraded offer and restructured sales gave the Bank 68% growth of the volume of cash loans.
Last year notable effects were attained by upgrading the offer for businesses, which was the first phase of quality change, which the Bank intends to implement in this Customer segment. Loans to businesses grew 17% over the previous year, with fastest growth (39%) being recorded by leasing receivables. This gave Millennium Leasing a share of 6.7% in the movables leasing market.
3
You will find information about the operations of Bank Millennium in 2007 as well as detailed financials further in the Report. The very good performance of the Bank in 2007 was possible also thanks to the high pace of economic growth. Poland's economy has been outpacing most other EU economies and it is to be assumed that this trend will be maintained also in subsequent years.
However in planning our actions we had to account for the impact of turbulence on financial markets in the second half of 2007, which caused market interest rates to surge, thus significantly increasing the cost of funding operations. Hence the Bank took steps to strengthen its capital base and maintain a high level of liquidity. With the PLN 850 million securitisation of leasing receivables and the EUR 150 million subordinated debt issue, Bank Millennium closed 2007 | 3 |
1cons | 61056179.txt_b0 | 61056179.txt | commercial property for a specified period of time: between 5 and 10 years. Majority of these is entered for 5 years with a clause providing the right of the lessee to extend the term of the lease for another 5 years upon presentation of a statement. The other agreements are made with no time limitation, and may be terminated with adequate notice, usually 3 to 6 months.
Total liabilities under the irrevocable operating leasing are as follows (data in PLN thousands):
Balance as at: - to 1 year - above 1 year to 5 years - above 5 years TOTAL
31.12.2007
72 182 193 616
31 940 297 738
31.12.2006 47 036 95 149 7 142
149 327
Annual Financial Statement of Bank Millennium S.A.
on the 12-month period ending 31st December 2007
124
XIX. ESSENTIAL EVENTS BETWEEN THE DATE, FOR WHICH THE FINANCIAL REPORT WAS PREPARED, AND ITS PUBLICATION DATE
On 4 January 2008 Mr Jorge Jardim Goncalves filed his resignation from the function of Member of the Supervisory Board of the Bank.
On 15 February 2008 Mr Dimitri Contominas filed his resignation from the function of Member of the Supervisory Board of the Bank for personal reasons as of 13 February 2008.
Date
SIGNATURES:
Name and surname
Position/Function
Signature
....................
Boguslaw Kott
Chairman of the Management Board......................................
....................
Luis Pereira Coutinho
Deputy Chairman of the Management Board......................................
....................
Fernando Bicho
Member of the Management Board......................................
Member of the.................... Julianna Boniuk-Gorzelaczyk Management Board......................................
....................
Wojciech Haase
Member of the Management Board......................................
....................
Joao Bras Jorge
Member of the Management Board......................................
....................
Zbigniew Kuda
Member of the Management Board......................................
Annual Financial Statement of Bank Millennium S.A.
on the 12-month period ending 31st December 2007
125
| 4 |
1cons | 61056179.txt_b1 | 61056179.txt | table below:
Customer - sector
- financial sector - non-financial sector (companies) - public sector - private individuals Total
Amount in PLN million 273.2
1 661.3
17.7 4.1
1 956.3
The Bank as a parent entity did not extend any guarantees, sureties or avals to other companies of the Capital Group, however it did extend upon request of these companies to external entities. The value of guarantees, sureties and avals extended by the Bank upon request of companies from the Group is presented in the table below:
Subsidiary
TBM Sp. z o.o. Millennium Service Sp. z o.o. Millennium Leasing Sp. z o.o. Total
Amount in PLN million 0.1 2.2 170.0 172.3
Annual Financial Statement of Bank Millennium S.A.
on the 12-month period ending 31st December 2007
123
XVIII. OPERATING LEASING
The Bank has lease agreements for office space which according to IAS 17 are posted under operating leasing. As a standard, the Bank usually makes agreements of lease of commercial property for a specified period of time: between 5 and 10 years. Majority of these is entered for 5 years with a clause providing the right of the lessee to extend the term of the lease for another 5 years upon presentation of a statement. The other agreements are made with no time limitation, and may be terminated with adequate notice, usually 3 to 6 months.
Total liabilities under the irrevocable operating leasing are as follows (data in PLN thousands):
Balance as at: - to 1 year - above 1 year to 5 years - above 5 years TOTAL
31.12.2007
72 182 193 616
31 940 297 738
31.12.2006 47 036 95 149 7 142
149 327
Annual Financial Statement of Bank Millennium S.A.
on the 12-month period ending 31st December 2007
124
XIX. ESSENTIAL EVENTS BETWEEN THE DATE, FOR WHICH THE FINANCIAL REPORT WAS PREPARED, AND ITS PUBLICATION DATE
On 4 January 2008 Mr Jorge Jardim Goncalves filed his resignation from the function of Member of the Supervisory Board of the Bank.
On 15 February 2008 Mr | 5 |
1cons | 60769519.txt_0 | 60769519.txt | Networking Business - Integrating Technology
AT Communications Group Plc
Report & Accounts 2005
AT Communications Group Plc Report & Accounts 2005
"OUR AIM IS TO PROVIDE LEADING-EDGE TECHNOLOGY AND RELATED SERVICES TO OUR CUSTOMERS, GIVING THEM COMPETITIVE ADVANTAGE, NOW AND IN THE FUTURE."
AT Communications Group Plc Report & Accounts 2005
AT Communications Group Plc (ATC) is recognised as one of the UK's leading business-to-business Systems Integrators. With a powerful, best of breed product and service portfolio as well as an enviable client list, ATC is building on its technical and service expertise, as a provider of leading-edge communications technology and support services.
CONTENTS
02 Highlights 03 Chairman's Statement 05 Chief Executive's Business Review 14 Financial Review 16 Corporate Social Responsibility 18 Board of Directors 19 Directors' Report 22 Corporate Governance Report 24 Remuneration Report 26 Statement of Directors' Responsibilities 27 Independent Auditor's Report 29 Group Profit and Loss Account 30 Group Statement of Total Recognised Gains and Losses 31 Group and Company Balance Sheets 32 Group Cash Flow Statement 33 Reconciliation of Net Cash Inflow / (Outflow) to Movement in Net Debt 34 Notes Forming Part of the Financial Statements 47 Notice of Annual General Meeting
01
www.atc.co.uk
AT Communications Group Plc Report & Accounts 2005
Highlights
Financial
· Group turnover up 57% to £15.1 million (2004: £9.6 million) · Underlying organic growth up 20% 64% · Underlying increase in hardware systems and applications of
· EBITDA* up by 220% to £1.6 million (2004: £0.5 million) · 2005 adjusted basic pro forma earnings per share were 4.1p
· Cash flow from operating activities before exceptional items was £0.8 million on operating
profits of £1.15 million representing a conversion rate of 70%
· Excellent visibility of revenues gives confidence for 2006
Business
94% · IP technology sales now represent more than
of overall system sales
· Integration of two strategic acquisitions Sterry Group & T-Liaison Communications
· Enlarged customer base: over 5,000 customers across more than 11,500 sites
· Purchase of Mitel Networks' 3600 Hosted IP Voice Application | 0 |
1cons | 60769519.txt_1 | 60769519.txt | (Outflow) to Movement in Net Debt 34 Notes Forming Part of the Financial Statements 47 Notice of Annual General Meeting
01
www.atc.co.uk
AT Communications Group Plc Report & Accounts 2005
Highlights
Financial
· Group turnover up 57% to £15.1 million (2004: £9.6 million) · Underlying organic growth up 20% 64% · Underlying increase in hardware systems and applications of
· EBITDA* up by 220% to £1.6 million (2004: £0.5 million) · 2005 adjusted basic pro forma earnings per share were 4.1p
· Cash flow from operating activities before exceptional items was £0.8 million on operating
profits of £1.15 million representing a conversion rate of 70%
· Excellent visibility of revenues gives confidence for 2006
Business
94% · IP technology sales now represent more than
of overall system sales
· Integration of two strategic acquisitions Sterry Group & T-Liaison Communications
· Enlarged customer base: over 5,000 customers across more than 11,500 sites
· Purchase of Mitel Networks' 3600 Hosted IP Voice Application - accelerated time to market of IP managed service offering
EBITDA
2004
£0.5million
* Before exceptional items
2005
£1.6million
Group Turnover 2004
£9.6million
2005
£15.1million
02
Gerry Spencer Non Executive Chairman
Chairman's Statement
The Group has significantly advanced the strategic development of the business, with a substantially enhanced customer base and delivered financial results in line with expectations.
Introduction I am pleased to report on a successful and exciting year for AT Communications Group Plc. The Group has delivered on its key objectives, growing turnover and profits and completing two strategic acquisitions. I am particularly pleased to report that following the acquisition of the Sterry Group and T-Liaison Communications, the Group has added scale and resources, making ATC a market leading Systems Integrator in the business-to-business communications industry.
The Group has shown that it has a full understanding of industry trends and has been forward thinking in its approach to market and strategy planning. A best of breed portfolio and key industry partnerships have provided the Group with a first-class proposition across the communications spectrum. By embracing new technology | 1 |
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