Diagnostics for tomorrow’s world
Axis-Shield plc  Annual Report & Accounts 2004 WHA T WE DO
We develop, patent, manufacture and supply
diagnostic testing kits, designed to help
healthcare professionals to diagnose a
patient’s illness or state of well-being quickly
and accurately. The beneﬁts of early disease
detection are more effective patient
management and reduced healthcare costs.
FROM LAB TO PoC - IMPACTING HEALTHCARE  ANNUAL REPORT & ACCOUNTS 2004 AXIS-SHIELD PLC 1
FINANCIAL
Revenues up 4%, or 12% on a constant currency basis and allowing for the 2003 sale
of our autoimmune business. 2004 turnover was £52.3 million (2003: £50.3 million)
Gross margin improved to 53.3% (2003: 50.0%)
Proﬁt before R&D increased by 45% to £8.7 million (2003: £6.0 million)
Planned reduction in R&D expenditure to £10 million delivered savings of 22% 
(2003: £12.9 million)
Positive EBITDA of £2.2 million (2003: loss of £3.0 million)
Substantially reduced loss for full year of £1.2 million (2003: loss of £6.7 million),
reﬂecting the planned decline in external R&D expenditure, improved gross margin 
and operating efﬁciency
Strong balance sheet with increased cash of £11.9 million at year end (2003: £10.1 million)
OPERATING
The AFINION
TM
Point-of-Care System launched at the International Trade Show
(MEDICA) in November
Successful development and manufacture of BNP kit (for diagnosis of heart failure) 
for Abbott on the AxSYM
®
platform, generating revenues of £1.8 million in 2004
Homocysteine sales affected by US patent disputes in ﬁrst half but recovered growth in H2
2004 sales of anti-CCP kit for effective detection of early rheumatoid arthritis
reached £936,000
Additional markers announced for the Abbott AxSYM
® 
xtra menu extension programme
1 2004 Highlights
2 Axis-Shield At a Glance
4 Chairman’s Statement
6 Chief Executive’s Review
14 Financial Review
16 Board of Directors and
Executive Management Team
18 Remuneration Report
23 Corporate Governance
28 Corporate Social Responsibility
30 Directors’ Report
400
We employ over 400 people
throughout our facilities in
Dundee, Oslo, the UK and 
several Nordic countries.
£8. 7 m
Proﬁt before R&D - an
increase of 45% over 2003
2004 Highlights
34 Independent Auditors’ Report
35 Consolidated Proﬁt and Loss
36 Statement of Total Recognised Gains and Losses
36 Reconciliation of Movement in Shareholders’ Funds
36 Note of Historical Cost Losses
37 Balance Sheets
38 Consolidated Cash Flow Statement
39 Notes to the Consolidated Cash Flow Statement
40 Accounting Policies
42 Notes to the Accounts 2 AXIS-SHIELD PLC ANNUAL REPORT & ACCOUNTS 2004
Axis-Shield At a Glance
Axis-Shield develops, manufactures and distributes in vitro
diagnostic laboratory and point-of-care tests, specialising 
in several major disease areas including cardiovascular and
neurodegenerative diseases, diabetes, infectious diseases, 
alcohol-related diseases and rheumatoid arthritis.
“The company has made signiﬁcant
steps towards achieving its strategic
objectives in each of its three core
business areas”
Nigel Keen, Chairman
Point of Care
REVENUE
BY DIVISION
£18.3m
(35.1%)
REVENUE
BY DIVISION
£16.0m
(30.6%)
REVENUE
BY DIVISION
£17.9m
(34.3%)
Direct Distribution
Laboratory Diagnostics
GLOBAL REVENUES BY DESTINA TION
EUROPE NORTH AMERICA REST OF WORLD
£37.3m £9.3m £5.6m
(71.3%) (17.9%) (10.8%) ANNUAL REPORT & ACCOUNTS 2004 AXIS-SHIELD PLC 3
We have more than 20 years’
experience in the development,
manufacture, marketing and sales
of in vitro diagnostic products.
In collaboration with scientiﬁc
institutions and companies
throughout the world, we have
brought several unique products
to the market. In our Point-of-
Care Division these include
Thrombotest™, Lymphoprep™
and the NycoCard
®
product
portfolio.
“I am very conﬁdent that the infrastructure 
we have built up in our company will deliver
sustainable growth and proﬁtability”
Svein Lien, Chief Executive Ofﬁcer
Our new AFINION™ system for decentralised
in vitro diagnostic testing is expected to
make an important contribution to diagnosis
at the point of care, allowing doctors to test
for various biochemical parameters during
patient consultation.
Using ﬁnger prick whole blood, the
AFINION™ instrument will provide laboratory
quality results for a number of tests within
3-5 minutes. The planned test menu
includes several markers that currently are
not available on other point-of-care
systems. The system was launched at MEDICA
in November 2004.
Our Laboratory Division has a
number of important patented
markers, including homocysteine,
conﬁgured to run on many
different platforms. 
Sales take place worldwide
through OEM’s and regional
distributors and products are also
sold through our own direct
selling operations in the UK and
in Scandinavia (Medinor), and
through Plasmatec (in developing
countries).
We work mainly in the following disease areas:
Cardiovascular 
Alcohol-related 
Rheumatoid Arthritis 
Infectious diseases 
Diabetes 
Vitamin B
12 deﬁciency
We are also exploring opportunities in dementia
and cerebrovascular disease, including
Alzheimer’s disease. In this context our new
test for Holo-TC looks very promising, as a more
effective way of determining vitamin B
12 status.
Malabsorption of vitamin B
12
has been linked
to some forms of neurodegenerative disease.
Our direct distribution units are
independent organisations
working on an arms-length 
basis. In addition to selling our
in-house products, they also
distribute a large number of
third-party products.
At present two thirds of revenues from these
units are derived from distribution
agreements for non-Axis-Shield products,
and this is therefore an important part of
the business of these units. Our Nordic and
UK regional organisations can offer their
customers total solutions and in addition
build important business relationships with
other companies in the market. 4 AXIS-SHIELD PLC ANNUAL REPORT & ACCOUNTS 2004
Business Overview
The company has made signiﬁcant steps
towards achieving its strategic objectives
and sustainable proﬁtability. We have
three core businesses in place to deliver
growth. These are in laboratory
diagnostics, point-of-care testing and
medical device distribution. Our core
competence continues to be the
development of novel
patentable diagnostic tests
in areas of clinical need,
making use of our special
skills in protein chemistry
to devise more effective
ways to measure technically
challenging markers. We will
continue to commercialise
our new tests through
distributors and by
adaptation onto the high
throughput instrument
platforms of the major
global diagnostic companies
which currently dominate
the hospital laboratory marketplace.
Growth will be further accelerated through
our innovative contract with Abbott, which
gives us a quick route to the automated
instrument market for our novel markers
without the substantial costs associated
with developing our own sophisticated
high throughput instrumentation.
We aim to capitalise on the rapidly
expanding market for point-of-care (PoC)
testing, particularly in the doctor’s ofﬁce.
This sector is currently not dominated by
any large companies and we have the
opportunity to build on our existing
presence in the market established
through our successful NycoCard™ system.
We have concentrated substantial resource
on developing the next generation of PoC
platform, with the potential to achieve
CLIA-waived status (allowing use in the US
doctor’s ofﬁce). In November we launched
the revolutionary new AFINION™ system at
the International Trade Show, MEDICA, in
Germany. 
We also successfully sell diagnostic tests
and medical devices to end-users in our
home markets of the UK and the Nordic
countries through our UK Sales Division
and Medinor and to developing countries
through Plasmatec.
Financial Overview
Revenues for 2004 were £52.3 million,
compared to £50.3 million in 2003, an 
increase of 4%. On a constant currency
basis and after allowing for the 2003 sale
of our autoimmune business, underlying
year on year growth equated to an
increase of 12%. Gross margins continued
their improvement to 53.3%, largely due
to a more favourable product mix, giving 
a gross proﬁt of £27.9 million. 
Chairman’s Statement Nigel Keen
“2004 has been an excellent year of progress which has seen Axis-Shield
ﬁrmly established as a supplier of innovative and large volume markers 
to the laboratory testing market and as a major player in the growing
demand for effective diagnosis at the point of care. The launch of our
AFINION
™
system represents a signiﬁcant milestone in our evolution, as 
it gives us a sophisticated instrument system to meet customer needs in
the important primary health care sector, complementing our established
NycoCard
™
platform. Our ﬁnancial performance has improved substantially
and I look forward to a period of sustained and proﬁtable growth.”
“2004 has been 
an excellent year 
of progress with 
substantially
improved ﬁnancial
performance.” Operating proﬁt before R&D and
exceptional items was £8.7 million,
compared to £6.0 million in 2003. Total
R&D spend decreased as planned by 22%,
falling from £12.9 million in 2003 to
£10.0 million. £2.9 million of the spend
during 2004 was attributable to the
continuing but reducing external cost
of the engineering and manufacturing 
development of the AFINION™ instrument
and cartridges (down from £5.7million
in 2003). The overall loss for the year
amounted to £1.2 million, a substantial
reduction compared to the loss of
£6.7 million in 2003. 
The loss for the year is in line with
expectations and reﬂects increased 
efﬁciency in our Laboratory Division since
the 2003 centralisation of operations in
Dundee, as well as reduced external R&D
costs on AFINION™. 
Our balance sheet remains strong and
cash at the year end strengthened to 
£11.9 million, compared to £10.1 million
at end 2003. 
Board
Earlier in 2004 we strengthened the Board
by appointing Olav Steinnes, head of our
Point-of-Care Division, as a new Executive
Director and Linda McGoldrick as a new
Non-Executive Director. To strengthen the
Board further we have now also appointed
Bay Green as a Non-Executive Director. 
Bay is a fellow of the ICA and a member 
of the Securities Institute with extensive
experience in corporate ﬁnance. He is
currently a Vice Chairman of Dresdner
Kleinwort Wasserstein and a Non-
Executive Director of Invensys PLC and RPC
Group PLC. We look forward to his valuable
input during this important period of
growth for Axis-Shield. 
Summary and Outlook
2004 has been another solid year of
progress for Axis-Shield with strong
performances from all divisions. The ﬁrst
AFINION™ instruments have been placed
and we look forward to the further 
roll-out of AFINION™ in the coming
months. This is expected to signiﬁcantly
augment the future sales of our 
point-of-care products. We anticipate
further growth of the homocysteine
market, particularly in risk prediction 
of cardiovascular and neurodegenerative
disease, as the US market stabilises with
the resolution of patent issues for
homocysteine. We expect increased
demand for our other novel markers such
as anti-CCP, coupled with Abbott OEM
products such as BNP. Our AxSYM
®
xtra
programme is scheduled to deliver as
planned, with ﬁrst launches targeted for
later in 2005 and this will create strong
growth for the Laboratory Division over 
the coming years. 
Our distribution organisations have
performed well and represent an excellent
platform for rapid commercialisation of
our new products in our home markets.
We expect to maintain a positive cash ﬂow
and strong balance sheet, particularly as
we continue to reduce our external R&D
spend, and we believe these factors will
come together over the coming years to
produce strong growth, proﬁtability and
increasing shareholder value.
Nigel J Keen
Chairman
6 April 2005
ANNUAL REPORT & ACCOUNTS 2004 AXIS-SHIELD PLC 5
“We expect to maintain a positive cash ﬂow and strong balance sheet,
particularly as we continue to reduce our external R&D spend, and 
we believe that we are now well placed to deliver strong growth,
proﬁtability and increasing shareholder value over the coming years.”
Nigel Keen, Chairman 6 AXIS-SHIELD PLC ANNUAL REPORT & ACCOUNTS 2004
“I am pleased to report on another successful year which saw the company
move towards sustainable proﬁtability with the launch of our new
AFINION
™
Point-of-Care System and solid progress on our AxSYM
®
menu
expansion programme. We also believe that homocysteine sales are
resuming their growth as intellectual property issues are resolved.”
Operating Highlights
Laboratory Division
Revenue growth in this
division during the year was
achieved primarily through
sales of new Abbott products
and anti-CCP kits,
demonstrating the strength
of our range of products in
addition to our homocysteine
portfolio. Divisional turnover
in 2004 amounted to £16.0
million (£15.3 million in
2003), an increase of 5.0%,
or 18.5% on a constant
currency basis and allowing
for the 2003 sale of our
autoimmune business.
The centralisation of our Laboratory
Division operations in Dundee has resulted
in improved efﬁciency and has contributed
to improved gross margins. The conversion
of additional and previously unutilised
space in our Dundee facility to
accommodate the move of certain
processes from Oslo and to gear up for
increased Abbott AxSYM
®
production was
completed during the summer, partly
ﬁnanced by a grant from the Scottish
Executive. The expanded premises were
formally opened by Scotland’s Deputy
First Minister, Jim Wallace, on July 27. 
During the ﬁrst part of the year we also
successfully completed the post-sale
transfer of the autoimmune product range
manufacturing to Euro-Diagnostica in
Holland. 
Scientiﬁc interest in homocysteine
continues to grow and, in addition to the
established association of homocysteine
in assessment of cardiovascular and
neurodegenerative disease risk, data were
recently published in the Lancet showing
elevated homocysteine was associated
with an increased incidence of stroke.
An earlier 2004 publication suggested
the marker could also have some utility
in the early detection of increased risk of
osteoporosis. Despite this continuing
medical interest in homocysteine as an
indicator of increased risk of serious
disease, the sales of our tests reduced
from 8.4 million units in 2003 to 8.0
million in 2004, a decrease of 4.8%, with
revenues down from £6.8 million to £6.5
million. However unit sales in the second
half of 2004 were 4.5 million, compared
to 3.5 million in the ﬁrst half of the year,
showing a 28% increase on the ﬁrst half
and a 12% increase over H2, 2003. This
reﬂects the fact that the several issues
which have negatively affected sales have
been largely resolved. A principal factor in
this has been the uncertainty in the USA
regarding the activities of Competitive
Technologies Inc (CTT), which controls a 
“Our access to AxSYM
®
instruments will not only
substantially contribute to
revenues over the next 10
years and beyond, but also
gives us brand recognition,
particularly for our own
unique markers.”
Chief Executive’s Review Svein Lien ANNUAL REPORT & ACCOUNTS 2004 AXIS-SHIELD PLC 7
Abbott and Axis-Shield announce US clearance
for AxSYM
®
BNP test for heart failure
Axis-Shield and Abbott Laboratories today announce that
Axis-Shield has received clearance from the US Food and Drug
Administration for a B-type Natriuretic Peptide (BNP) test for
use on Abbott’s AxSYM
® 
automated immunoassay system. BNP
is a cardiac marker used in the diagnosis of heart failure and
the assessment of its severity.
3 FEBRUARY 2004
Axis-Shield diabetes test chosen for major
Chinese research project
Axis-Shield today announces that Shanghai Upper Biotech, 
its Point-of-Care Division (NycoCard
TM
) distributor in China, has
entered into an agreement with the Chinese Ministry of Health
which involves the use of Axis-Shield’s product, NycoCard
HbA1c, in the research project “Integrated prevention and
treatment of diabetes”.
4 MARCH 2004
US patent which expires in 2007, covering
the potential use of homocysteine as a
surrogate marker of vitamin deﬁciency.
During 2004, the US Court of Appeal
unexpectedly upheld an earlier judgement
from a District Court in the USA which
effectively supported the CTT contention
that all homocysteine testing was
performed as a measure of vitamin status,
rather than for risk prediction of
cardiovascular and neurodegenerative
disease. We were not party to this action
and could not make any contribution to
refute this judgement. This Court decision
affected the US market with laboratories
reluctant to offer and promote
homocysteine testing under the threat of
litigation from CTT. The situation appears
now to have stabilised, with sales
resuming growth. Our marketing partners,
as the suppliers of the vast majority of
homocysteine tests to laboratories, have
agreed to pay royalties to CTT without
prejudice, in order to allow them to
resume marketing of homocysteine tests.
Our direct sales of homocysteine kits in the
US are small and as a result any royalty
liability payable to CTT would be modest.
We may choose either to resolve any
dispute with CTT through commercial
agreement or to test the situation in a
US Court. 
Homocysteine sales in the ﬁrst half of the
year were also affected by the availability
of unlicensed products in the market. The
favourable resolution of the homocysteine
patent dispute with Catch Inc. in April,
coupled with the agreement for us to
become the global manufacturer and
distributor of homocysteine tests based on
the Catch technology, has brought the
principal element of this unlicensed
competition into our portfolio of licensed
products. The agreement with Catch has
given us rights to use and license out an
adaptable and robust technology for
clinical chemistry instruments and, as a
result of our settlement, Beckman Coulter
Inc. has now signed an agreement with
Catch to use the Catch reagents on its
widely placed Synchron instrument
platform, with royalties to Axis-Shield on a
per test basis. We have now established a
good working partnership with Catch and
expect to announce further agreements
with large industry players keen to
commercialise this technology in the near
future. We have also made good progress
in setting up our own Axis-Shield label
sales through our global network of
distributors. In November we settled an
outstanding dispute with Catch’s main US
distributor, Carolina Liquid Chemistries
Corporation, giving us royalties for that
company’s prior sales of unlicensed tests.
The other factor which inﬂuenced 2004
homocysteine sales involved one of our
main OEM partners reducing previously
high inventory levels. This is now resolved
CASE STUDY // Laboratory Diagnostics
Use of homocysteine in cardiovascular disease
66% drop in homocysteine levels after two months treatment 
Catherine, aged 57, started not feeling well and having poor
concentration 2.5 years ago. Her blood pressure was 220/130 and 
she started on medication, and went on a diet, losing 2 stone. 
She also had an incident where she had extreme ‘ﬁreworks’ in her right
eye. In June 2002, she had a stroke. This was caused by a clot from her
almost occluded right coronary artery moving into the brain. The scans
revealed that she had already had a stroke on the right side of her
occipital lobe, which was no doubt what she had experienced with the
‘ﬁreworks’ in her eye.
She decided to have her homocysteine level checked in March 2003.
It was 22 µ mol/litre, putting her in the very high risk category. Catherine
began taking vitamin B 6, B 12 and folic acid, plus a multivitamin every day
to lower her homocysteine, and some additional magnesium. 
Two months later, in May, her homocysteine score had dropped to 
7.6 – a 66% decrease in two months. Her blood pressure has 
dropped to sometimes as low as 120/75. Her doctor has reduced her
hypertensive drugs, and she is feeling much better, less depressed,
and no longer feels lethargic. 8 AXIS-SHIELD PLC ANNUAL REPORT & ACCOUNTS 2004
and we believe that going forward we will
see our homocysteine sales re-establish
their previous levels of growth as clinical
demand continues to increase and patent
issues disappear, as evidenced by the
increased sales in the second half of 2004.
Our collaborative product development
programmes with Dade Behring and
Instrumentation Laboratory for
homocysteine assays on these companies’
instrument platforms are nearing
completion and should add to
homocysteine revenues in 2005/6 and
onwards.
The recent launch of the AxSYM
®
BNP assay
by Abbott has been very successful, with
revenues to us of £1.8 million during the
period. BNP is considered the marker of
choice in the diagnosis of heart failure and
we expect further growth in sales of this
test. This will be helped by the signature
of an additional contract with Abbott to
develop and produce BNP kits for the
widely-placed but lower throughput IMx
®
system. This will allow Abbott to offer the
test in smaller laboratories and achieve
wider coverage for this clinically important
marker. In May Abbott also launched an
AxSYM
®
testosterone assay, developed and
manufactured by us, and the test received
FDA marketing approval in October,
permitting sales in the USA. 2004 sales
reached £268,000. In August, Abbott
launched the ﬁrst immunoassay for the
immunosuppressive drug sirolimus, 
which is used predominantly in renal
transplantation, on its IMx
®
analyser, 
after a tripartite collaboration between
Abbott, Axis-Shield and the drug’s
developer, Wyeth. The test, developed
and manufactured by us as an OEM,
achieved 2004 sales of £232,000. In May,
we signed an agreement with Abbott to
produce an assay for β2-microglobulin on
the IMx
®
instrument platform and this test
is now close to launch.
Activated Factor XII research continues in
Norway and further clinical data from 392
post-infarct patients in Bergen showed
that the marker strongly predicted future
coronary events in this population, with a
short-term predictive power superior to
conventional risk markers. We continue
our efforts to devise an automated assay
format for this marker. Work also
progresses on a non-column assay for CDT,
our marker of alcohol abuse which had
sales of £1.5 million in 2004 (2003: £1.6
million) and we look forward to increasing
the market penetration of HoloTC, our test
for better identiﬁcation of vitamin B 12
deﬁciency, once we have formulated the
assay for launch on the AxSYM
®
platform. 
Recently published data on the utility
of our patented anti-CCP test shows that
many patients with rheumatoid arthritis
have circulating antibodies to cyclic
citrullinated peptides in their bloodstream
several years before the appearance of
symptoms. These ﬁndings strongly link the
use of this new test with the use of the
new generation of drugs to treat
rheumatoid arthritis and we are now
seeing signiﬁcant interest from
pharmaceutical companies and physicians
using those drugs in the more widespread
application of this test in the management
Chief Executive’s Review continued ANNUAL REPORT & ACCOUNTS 2004 AXIS-SHIELD PLC 9
of this debilitating disease. The authors of
the Swedish and Dutch studies concerned
conclude that early screening for anti-CCP
is feasible and would be of considerable
help in the clinical management of
patients in whom rheumatoid arthritis is
predicted to develop. This has helped to
grow sales of our anti-CCP ELISA kit to
£936,000 in 2004, up by 105% over
2003. A January 2005 article in
Rheumatology News reporting on the 4th
International Congress on Autoimmunity,
held in Budapest, states that the
diagnostic value of anti-CCP antibody
testing in rheumatoid arthritis is now
conﬁrmed, with good sensitivity and much
greater speciﬁcity than rheumatoid factor,
the traditional marker hitherto used to
diagnose this disease.
In November, at the International Trade
Show, MEDICA, we announced further
details of our collaboration with Abbott
Laboratories which has been branded
AxSYM
®
xtra. A range of new high value
markers which we will develop and
manufacture will be launched over the
next two years and beyond, including
assays for anti-CCP, and HoloTC. Other
tests in the pipeline include glycated
haemoglobin (HbA1c), to monitor diabetic
compliance, intact PTH and Vitamin D for
abnormalities of calcium and bone
metabolism and renal disease, and D-
dimer for detection of deep vein
thrombosis. As well as giving us a platform
for our own patented assays this contract
also allows us to capitalise on the
potential of other already established high
volume markers not yet available on the
AxSYM
®
system. AxSYM
®
is one of the most
successful automated immunoassay
platforms, with over 17,000 instruments
in place worldwide. Our access to AxSYM
®
instruments will not only substantially
contribute to revenues over the next 10
years and beyond, but also gives us brand
recognition, particularly for our own
unique markers, in an area where 
own-brand labelling by large laboratory
instrument suppliers such as Roche, Bayer
and Abbott has dominated up to now. 
We recognise that it is essential to work
with the major in vitro diagnostics (IVD)
companies in order to ensure the widest
commercialisation of our key markers as
these companies control the majority of
the instruments installed and therefore
dominate the laboratory diagnostics
market. The validity and success of this
strategy has become increasingly evident
and our skills in adapting assays to
automated instrument platforms are
nowbeing soughtbymanyofthese large
diagnostic organisations for OEM contracts
for our own novel innovative markers as
well as markers which are not proprietary
to Axis-Shield.
TURNOVER £16.0m
LABORATORY DIAGNOSTICS
■  £6.5m  Homocysteine
■  £2.6m  Infectious Diseases
■ £1.8m   BNP
■  £5.1m   Other
Netherlands study supports use of anti-CCP test
in early diagnosis of rheumatoid arthritis (RA)
Dr Nielen (Amsterdam) notes that it appears “an unknown
trigger activates B lymphocytes to produce RA-speciﬁc auto-
antibodies several years before the appearance of a level of
inﬂammation that is perceived as symptoms.” He comments
further that “Our ﬁndings indicate that it may be possible to
predict RA development (using anti-CCP) in high-risk
populations”, raising the possibility of medical intervention to
prevent the development of the disease in these individuals.
18 MARCH 2004
New homocysteine marketing agreement
Axis-Shield announces that, following the settlement of its
homocysteine patent dispute with Catch Incorporated of
Bothell, Washington, USA last month, Catch has concluded a
marketing arrangement with Beckman Coulter Inc. Under the
terms of this agreement, Beckman Coulter will market Catch
reagents on its successful Synchron family of clinical chemistry
analysers. The Axis-Shield/Catch settlement provides that
Axis-Shield will receive royalties from all tests sold by Catch.
28 MA Y 2004 10 AXIS-SHIELD PLC ANNUAL REPORT & ACCOUNTS 2004
Point-of-Care Division
Consolidated revenues were £18.3 million
compared to £17.8 million in 2003,
representing an increase of 3.2%, or 9.7%
at constant currency rates. In Norwegian
Krone (NOK) the division experienced year
on year growth of 12.9%. The adverse
currency effect reﬂects the weakness of the
NOK during the earlier part of the year.
The availability of tests that
can be performed quickly
and accurately in doctors’
surgeries is an increasingly
important part of better
clinical practice. New
technology coupled with
sophisticated software is
facilitating the availability
of diagnostic information 
to healthcare professionals
in a near-patient setting, 
thus directly inﬂuencing 
and beneﬁting patient
management and reducing
overall healthcare costs. 
Over the past decade 
Axis-Shield’s NycoCard™
system has capitalised on
this with several tests,
including CRP and HbA1c
(for monitoring diabetic
compliance). NycoCard™
has been particularly
successful in Northern
European markets and in Switzerland,
where the use of point-of-care testing is
more established, as well as in developing
countries where there are geographical
constraints on centralised laboratory testing
services. The NycoCard™ technology has
some limitations regarding menu expansion
and because it does not employ a fully
automated process the important CLIA-
waiver status in the US, permitting use
by non-laboratory professionals, is not
attainable.
Our new AFINION™ Point-of-Care System
was launched and demonstrated at the
international MEDICA exhibition in
Dusseldorf at the end of November, 
where it attracted much interest. This
development will drive our PoC business
and the branding of Axis-Shield and
AFINION™ in the near-patient hospital and
doctors’ ofﬁce environments. Early market
reaction to AFINION™ has been most
encouraging, particularly as our versatile
novel detection technology allows us to
offer a menu of tests using the same
standardised procedure, including 
analytes traditionally measured either 
by immunoassay or by clinical chemistry
technology. HbA1c, the ﬁrst test which we
have developed for use on AFINION™, is
working well and the assembly line for
reagent cartridges is now fully operational
in Oslo. A second line allowing a fourfold
increase in output will be installed in mid
2006. Early external clinical evaluations of
“Early market reaction to
AFINION
™
has been most
encouraging, particularly
as our versatile novel
detection technology
allows us to offer a menu 
of tests using the same
standardised procedure,
including analytes
traditionally measured
either by immunoassay
or by clinical chemistry
technology”.
POINT-OF-CARE DIVISION
TURNOVER £18.3m
■  £13.7m  NycoCard 
■  £3.4m   Coagulation
■  £1.2m    Other 
Chief Executive’s Review continued ANNUAL REPORT & ACCOUNTS 2004 AXIS-SHIELD PLC 11
AFINION
TM
using HbA1c (to monitor diabetic
treatment compliance) have shown the
system is quick, easy-to-use and very
accurate. The appointment of John Sperzel,
formerly Vice President of Marketing and
Business Development for Near Patient
Testing at Bayer Diagnostics, to head up
our US operations has facilitated several
options for AFINION™ in this major market
and we will ﬁnalise our US distribution
plans shortly. Outside the USA we have
been approached by many companies
seeking AFINION™ distribution rights and
we have recently signed exclusive
arrangements in Switzerland and Japan.
Focussing our Oslo operations into this
Division has improved efﬁciency and we
have seen tangible beneﬁts in our
AFINION™ project. We believe the system
represents a major advance in the
marketplace which is increasingly receptive
to the need for rapid and reliable near
patient testing. Previewing the system at
the July 2004 annual meeting of the
American Association of Clinical Chemistry
attracted much interest. Using the system,
we were able to demonstrate accurate
fully automated HbA1c testing in three
minutes in a number of volunteers, which
is approximately half of the time offered
by the fastest of our competitors for this
test. The ﬁrst certiﬁcation study for this
test on the AFINION™ system was
conducted by the European Reference
Laboratory for HbA1c at Winterswijk in the
Netherlands. The researchers demonstrated
excellent precision with a between run
coefﬁcient of variation of 1.5% and an
extremely good correlation with their
reference methodology. The base patented
technology we employ to measure this
analyte is the same as that used in the
NycoCard™ version of the test, which uses
a blue boronic acid derivative. In addition
to the existing AFINION™ HbA1c test, we
intend to launch tests for CRP and ACR
(adenine/creatinine ratio used to measure
renal function) during 2005, together with
PT (prothrombin to measure anticoagulant
efﬁcacy), where our experience in selling
conventional coagulation reagents will
prove invaluable. HsCRP (for cardiovascular
risk) and homocysteine are scheduled for
launch in 2006. An application for FDA
marketing approval for the HbA1c test was
submitted in February 2005; an
application for CLIA-waiver (to facilitate
widespread doctors’ ofﬁce use) will be
ﬁled later in the year. Additional markers
for the AFINION™ system menu will be
incorporated by simple software upgrades
on the instrument.
Launch of IMx
®
sirolimus assay
Axis-Shield today announces that Abbott Laboratories has launched
an IMx
®
sirolimus assay in all major countries except the USA, where
FDA clearance is awaited. The product was developed by Axis-Shield,
which will manufacture the assay in its Dundee facility.
IMx
®
sirolimus is the world’s ﬁrst commercialised automated assay
for this potent immunosupppresive drug, trade name RAPAMUNE
®
and has resulted from a three-way collaboration between Abbott,
Axis-Shield and the drug’s developer, Wyeth.
27 AUGUST 2004
Axis-Shield launches clinical chemistry
homocysteine test
Axis-Shield today announces that it has launched a new
method for the detection of homocysteine for use on a wide
range of automated clinical chemistry analysers worldwide.
Homocysteine is an amino acid which at high levels in the
blood indicates increased risk of cardiovascular and
neurodegenerative diseases.
18 OCTOBER  2004
POINT OF CARE // AFINION
TM
AFINION
TM
INSTRUMENT AND CARTRIDGE
What it does...
AFINION™ can produce test results in around 
three minutes
AFINION™ is fully automated and can be
used by a doctor or nurse without
speciﬁc training
Initially AFINION™ will carry tests to:
•  monitor diabetes 
• decide whether an infection is
bacterial or viral
AFINION™ will also include tests to:
•  monitor anticoagulation
treatment
•  assess cardiovascular risk
•  measure renal function
AFINION™ was introduced in non –
US markets in November 2004. Our NycoCard™ business
remains strong with our
instrument base now
increased to over 14,000.
We are seeing good growth
in some export markets,
particularly China, where 
the nationwide project to
investigate utility of the
NycoCard™ HbA1c test in
diabetics continues. Our
distributor in China has
signed an agreement with
the Chinese Diabetic
Association for the use of
the NycoCard™ system in a substantial
clinical trial that in its ﬁrst phase will
involve 200 sites and around 100,000
patients. This could eventually lead to our
tests for HbA1c and U-albumin being used
routinely to monitor the estimated
population of more than 40 million
Chinese diabetics. Volume sales of
NycoCard™ HbA1c kits were up 24% in
2004 compared to the previous year with
the complementary NycoCard™ U-albumin
kit (also used in diabetes) up by 63%.
Also, despite increased competition, we
maintained our dominant position with
NycoCard™ CRP. New markets for NycoCard™
during 2004 included several countries in
South America and the Middle East.
There is an increasing demand for key
diagnostic parameters to be tested in the
presence of the patient to ensure optimal
patient management. This is especially
important where management might
involve the prescribing of speciﬁc
pharmaceuticals such as antibiotics, as
unnecessary intake of these drugs is
leading to reduced effectiveness against
many pathogens. In this example good
clinical practice should encourage the use
of our highly successful NycoCard™ CRP
test, which empowers general practitioners
to differentiate between bacterial and viral
infections at the point of care and thus to
decide whether antibiotic treatment is
appropriate. We are responding to the
growth of this new discipline, often known
as “theranostics”, by building links with
major pharmaceutical companies in areas
where our tests can be used to inﬂuence
prescribing decisions. Another example of
this is the use of our anti-CCP assay in the
early detection of rheumatoid arthritis.
This is very important in the effective use
of the new generation of anti-rheumatic
drugs and the control of disease progression,
and therefore an anti-CCP test is a very
attractive candidate assay for the AFINION™
instrument system.
Direct Distribution
Sales in the Nordic countries through
Medinor reached £16.7 million for third
party products in 2004, against £16.1
million in 2003, an increase of 4%. Total
sales, including Axis-Shield products,
reached £25.1 million on a constant
currency basis, representing a 7% increase
over the previous year. Around 50% of
Medinor sales are from IVD and related
products with the rest coming from general
medical devices. Medinor is a pan-Nordic
distributor, with over two thirds of sales
from Norway. The State takeover of
hospitals in Norway has made for difﬁcult
and competitive trading conditions but
Medinor is well positioned and in 2004
achieved its targeted 5% net proﬁt margin.
12 AXIS-SHIELD PLC ANNUAL REPORT & ACCOUNTS 2004
Chief Executive’s Review continued
“Our NycoCard
TM 
business
remains strong with our
instrument base now
increased to over 14,000. 
We are seeing good growth
in some export markets,
particularly China, where
the nationwide project to
investigate utility of the
NycoCard
TM
HbA1c test in
diabetics continues” ANNUAL REPORT & ACCOUNTS 2004 AXIS-SHIELD PLC 13
Medinor has begun commercialisation of
AFINION™ in the key Nordic markets, where
PoC testing in the doctors’ ofﬁce is well
established.
UK sales reached £2.1 million (2003: 
£2.3 million). £1.3 million of this ﬁgure
was from third party distributed products.
Plasmatec, our Dorset-based subsidiary
selling mostly infectious disease assays 
and low cost commodity diagnostics to
developing countries, achieved sales of
£2 million, an increase of 8% over the
corresponding period last year.
These distribution businesses are valuable
to us, not only because they continue to
grow with both Axis-Shield and third party
distribution, but because they also allow
us to maintain direct contact with our
end-user customer base. 
Outlook
I look forward to further growth across 
all our divisions, particularly in Laboratory
Diagnostics and Point of Care, as we
beneﬁt from our heavy investment in 
these areas. I remain very positive that
Axis-Shield is moving into sustainable
proﬁtability and will deliver increasing
shareholder value.
Svein W F Lien
Chief Executive Ofﬁcer
6 April 2005
Launch of new AFINION
TM
system
Axis-Shield today announces that it launched AFINION
TM
, 
a new, advanced yet simple- to-use point-of-care system, 
at the International MEDICA Show in Dusseldorf, Germany.
AFINION
TM
introduces a new approach to near patient testing.
It is extremely easy to operate and requires a minimum of
maintenance. The system is well suited for physician’s ofﬁce
use and other places where rapid test results are required
and laboratory professionals are not available.
24 NOVEMBER 2004
First Markers for AxSYM
®
System 
Axis-Shield, the in vitro diagnostics group, today announces
details of the ﬁrst tests to be produced by Axis-Shield for use
on Abbott’s widely placed AxSYM
®
laboratory analyser under
the agreement signed between the two companies last year.
This unique collaboration has resulted in the AxSYM
®
xtra
menu extension programme, which will introduce a new
range of tests for high value markers over the next two years
and beyond.
1 DECEMBER 2004 14 AXIS-SHIELD PLC ANNUAL REPORT & ACCOUNTS 2004
Financial Review Paul Garvey
“We believe that we are differentiated from most other young companies
in our sector by the existing businesses we have, which generate cash
and allow us to invest in substantial research and development projects
which will bring future revenues and proﬁts to the Group. In 2004 we
generated more cash than our requirement for R&D reinvestment and
have had an operational cash surplus”.
Exchange Rates
The Group has continued to be affected by
the material movements in key exchange
rates during 2004. In particular the
weakness of the US dollar had a signiﬁcant
impact on revenues, gross proﬁt and net
loss. The NOK was initially weaker in 2004
but ﬁnished the year at a stronger level.
However the annual average for 2004 
was weaker than in 2003 reducing the
conversion of the revenues of our
Norwegian entities to sterling. Nevertheless,
we have beneﬁtted at the proﬁt before tax
level as the combined Norwegian entities
made a loss before tax in the period.
For 2005 the group has sold forward 80%
of its estimated dollar revenue at varying
exchange rates between $1.72 and $1.79
to £1.
Turnover
Turnover increased by 3.9% to £52.3m
(2003: £50.3m). However on a constant
currency basis and allowing for the sale of
the portfolio of autoimmune products in
2003, the underlying growth in revenues
was 12.2%.
Gross Margin
Despite the adverse effect of the weakness
in the US dollar, the Group materially
increased the gross margin to 53.3% (gross-
proﬁt: £27.9m) from 50.0% (gross proﬁt:
£25.2m). This increase reﬂects the beneﬁt
of increased sales in higher margin products
and the disposal of the lower margin
portfolio of autoimmune products in 2003.
Operating Costs and Proﬁts
During 2004 we continued to invest
heavily in R&D, although with the external
development costs associated with
AFINION™ reducing as anticipated to
£2.8m (2003: £5.7m), the overall spend
reduced to £10.0m from £12.9m in 2003.
This ﬁgure includes all development costs
associated with the new AFINION™
instrument and assays and ongoing
development costs of the licensed assays
under the AxSYM
®
xtra agreement with
Abbott. As AFINION™ is now launched, we
expect the level of external development
to further reduce materially in 2005. 
Other operating expenses were the same
as last year, increasing by £29,000 to
£19.2m (2003: £19.1m). During 2004 we
beneﬁted from the reorganisation of the
Laboratory Division and good management
of costs. There were no exceptional costs
(2003: £2.2m) nor gains (2003: £2.0m) 
in 2004. 
Net interest received decreased from
£303,000 to £98,000. Loss before taxation
was £1.2m compared to £6.7m in 2003.
EBITDA
The Group has returned to positive
earnings before interest, tax, depreciation
and amortisation (EBITDA). In 2004 EBITA
was £2.2m compared to a loss of £3.0m
in 2003.
2001 2002 2003 2004
42.8
47.0
50.3
52.3
GROUP TURNOVER £52.3m ANNUAL REPORT & ACCOUNTS 2004 AXIS SHIELD PLC 15
Cash Flow
Our major R&D projects are funded through
the cash generated by our existing business.
In 2004, after R&D expenditure and
reduced working capital, the Group had a
net cash inﬂow from operating activities of
£3.4m (2003: outﬂow £3.0m). Capital
expenditure amounted to £4.0m (2003:
£4.6m) due mainly to the AFINION™
project and building work in Dundee to
accommodate the activities transferred
from Oslo as part of the Laboratory Division
reorganisation. The ﬁnancing of the
AFINION™ assembly line, less a small hire
purchase repayment, added £2.2m 
(2003: £1.4m) to cash. These, together
with net interest received of £98,000
(2003: £303,000), led to an increase in
cash of £1.7m (2003: decrease by £4.3m)
and a net cash position of £11.9m 
(2003: £10.1m).
Balance Sheet
The Group’s ﬁxed assets at 31 December
2004 were £27.4m (2003: £26.6m),
which consisted of tangible assets of
£10.6m, intangible assets of £16.7m and
other investments of £98,000. Tangible
assets increased due mainly to the
investment in the AFINION™ assembly line.
Intangible assets principally relate to the
patents, trade marks and goodwill
acquired when the PoC Division was
purchased in February 2000, together
with the acquisition in 2003 of the 
licence to produce AxSYM
®
assays and a
homocysteine licence acquired in 2002. 
All internal spend on patents and
trademarks is expensed through the proﬁt
and loss account. Stocks have decreased to
£8.0m (2003: £8.2m) and debtors have
increased to £9.8m (2003: £9.4m) while
current creditors, which include the
current amount due on the AxSYM
®
licensing agreement and the lease ﬁnance
and term loan agreements have increased
to £13.5m (2003: £10.7m). Creditors due
after one year include further amounts
due on the AxSYM
®
licensing agreement
and the lease ﬁnance and term loan
agreements and have increased from
£3.8m in 2003 to £5.3m. Provisions for
liabilities and charges have reduced from
£1.0m in 2003 to £427,000 due to the
decrease in the provision for the
restructuring costs. At 31 December 2004
shareholders’ funds stood at £38.0m
(2003: £38.8m).
International Financial Reporting
Standards (“IFRS”)
The Group has spent a large amount of
time and money evaluating and resolving
the issues involved in assessing and
implementing IFRS. We have now
established the key areas which impact
the ﬁnancial reporting of the Group and
the likely amounts involved. The next step
is to have the opening IFRS balance sheet
at 1 January 2004 and the comparative
ﬁgures for 2004 audited so that we can
inform our shareholders. We shall do this
prior to our normal preclose statement
in June.
The work which we have carried out has
identiﬁed the following areas as those
most relevant to the Group and likely to
have an impact on the style and quantity
of the reported ﬁgures:-
IFRS2 - Share based payments
IFRS3 - Business combinations
IAS14 - Segmental reporting
IAS19 - Employee beneﬁts
IAS36 - Impairment of assets
IAS38 - Intangible assets
IAS39 - Financial instruments
Paul M Garvey
Finance Director
6 April 2005
Analysis of Shareholders at 21 March 2005
Size of Shareholding No. of shareholders No.of shares
Range UK Norway Total % UK Norway Total %
1-2,500 6,047 1,164 7,211 88.42 2,710,958 829,311 3,540,269 7.29
2,501 - 10,000 330 280 610 7.48 1,561,576 1,468,486 3,030,062 6.24
10,001 - 100,000 149 109 258 3.16 4,922,931 3,353,120 8,276,051 17.05
100,001 - 500,00 42 15 57 0.70 10,062,565 3,408,520 13,471,085 27.76
500,001 - 1,455,986 14 2 16 0.20 12,881,934 1,458,600 14,340,534 29.55
over 1,455,986 2 1 3 0.04 3,275,374 2,599,500 5,874,874 12.11
6,584 1,571 8,155 100.00 35,415,338 13,117,537 48,532,875 100.00 16 AXIS-SHIELD PLC ANNUAL REPORT & ACCOUNTS 2004
Board of Directors and Executive Management Team
Svein W F Lien (50) MSc
Chief Executive Ofﬁcer
Svein has a Master of Science degree in business
(Siviløkonom) from the Norwegian School of
Management, BI, and has wide commercial experience.
From 1990 to 1993, he was a director of Teknoinvest, a
Norwegian venture company which had invested in
Axis. He became a director of Axis in 1990 but stood
down from the board when appointed President of Axis
in June 1993. He became Joint Managing Director of
Axis-Shield plc when the companies merged in May
1999 and was appointed Chief Executive Ofﬁcer in
November 1999.
Paul M Garvey (52) BBS FCA
Finance Director and Company Secretary
Paul is a Chartered Accountant who has spent the
majority of his working life in industry. He has a BBS
from Trinity College Dublin. Paul took up the position of
Finance Director with Axis-Shield plc in July 2000. Prior
to that Paul held positions as Finance Director and
Managing Director of three other industrial groups
involved in the Engineering, Chemicals and Construction
Services sector.
Nigel J Keen (58) MA, FCA
Non-Executive Chairman (Independent)
Nigel has over twenty years’ experience of bio-tech
involvement working with both listed and unlisted
companies. He is Chairman of the Compensation and
Nomination Committees. Nigel is Chairman of The Laird
Group plc, Oxford Instruments plc and Deltex Medical
Group plc.
Erik Hornnaess (67) BA, MBA, PMD
Senior Non-Executive Director (Independent)
Erik joined the Shield Board in 1997. He was formerly
also Chairman of Axis. He was previously Divisional Vice
President and General Manager of Europe, Africa and
Middle East for Abbott Diagnostics Division. He also
serves as a non-executive director of Medistim ASA and
Qiagen NV. Erik is the senior non-executive director and
he serves on the Nomination, Audit and Compensation
Committees.
Ian Cookson (51) MSc
Laboratory Division Site Director
Ian has a Master of Science degree in Steroid
Endocrinology from the University of Leeds. He has
worked in the diagnostics industry for over 20 years
holding various positions in Research and Development,
Operations and General Management both in the UK
and overseas. Ian joined Axis-Shield in 1993 and is
based in Dundee where he is responsible the Laboratory
Division operations.
Atle Schjøtt (51) BA
Managing Director, Medinor Group
Atle has a Business Administration degree (Siviløkonom)
from the University of Lund. He has held various
positions, including controlling, marketing and
administration within medical, pharmaceutical, dental
and laboratory supply companies in Norway. He joined
Medinor in 1996.
EXECUTIVE DIRECTORS
NON EXECUTIVE DIRECTORS
EXECUTIVE MANAGEMENT TEAM ANNUAL REPORT & ACCOUNTS 2004 AXIS-SHIELD PLC 17
Ian D Gilham (45) BSc, PhD
Group Managing Director, Laboratory Division
Ian joined Axis-Shield from GlaxoSmithKline (GSK)
where he was Vice President – Pharmacogenetics and
Applied Diagnostics. At GSK, he was responsible for the
delivery of pharmacogenetic tests, as well as novel
diagnostic, prognostic and surrogate marker tests used
in targeting GSK’s medicines. Prior to joining GSK, he
held management, marketing, business 
development and R&D positions with Abbott
Laboratories, Celltech and Amersham, gaining
signiﬁcant experience in the ﬁeld of diagnostics.
Olav Steinnes (47) MSc
Group Managing Director, PoC Division
Olav has a Master of Science degree in business
(Siviløkonom) from the Norwegian School of Economics
and Business Administration (NHH). He has more than
20 years’ experience in the IVD business, the last 16
years focusing on the point-of-care market segment in
particular. Olav has held various management positions
within ﬁnance, sales and marketing. He has been
Managing Director of the Point-of-Care Division since
1999.
Erling M H Sundrehagen (53) MD, MSc PhD 
Chief Scientiﬁc Ofﬁcer
Erling is a medical doctor, a Master of Science in nuclear
chemistry and has a PhD in Immunology. He founded
Axis in 1985 and has over twenty-ﬁve years of
experience within clinical chemistry and biochemistry.
He has received various international awards for his
research in clinical chemistry and is experienced in
international patenting.
Gordon McAndrew, (64) BSc, MBA
Non-Executive Director
As a Dundee-based director involved in Shield since its
formation in 1982, Gordon provides on-the-ground
support. He has considerable experience of the small
and medium-sized company sector, particularly in
Scotland where he is currently non-executive chairman
of Justcreek Ltd and WL Ventures Group Ltd. Gordon is
Chairman of the Audit Committee.
Linda McGoldrick (50) BA (Hons), MSW (Hons), MBA
Non-Executive Director
Linda has over twenty years’ experience of the
healthcare and life sciences industry internationally.
She is Chairman of Financial Health Associates
International (FHAI), a management consulting ﬁrm
working with private and public sector suppliers and
providers throughout Europe and North America and
was National Development Director for Marsh &
McClennan companies. She has held strategic,
management and business development positions with
many organisations including Non-Executive Director of
Charles River Laboratories International, Veos plc,
Managing Director Europe of Kaiser Permanente
International, President and CEO of FHAI. She has also
served as Director of Business Development with
Shearson American Express and as a Management
Consultant with Arthur D Litte Inc. Linda serves on the
Audit and Compensation Committees.
Bay Green (61) FCA, MSI
Non-Executive Director
Bay was appointed to the Board on 3 March 2005. He
has over thirty years’ experience in corporate ﬁnance
and is currently a Vice Chairman of Dresdner Kleinwort
Wasserstein. He has also served for the last six years as
a Non-Executive Director of RPC Group plc, Europe’s
leading manufacturer of rigid plastic packaging, where
he is the senior independent director and Chairman of
the Audit Committee. In January 2005, he was
appointed a Non-Executive Director and a member of
the Audit and Nominating Committees of Invensys PLC,
where he will also become the senior independent
director following that company’s 2005 AGM. Invensys
PLC is a global automation, controls and process
solutions group. In addition, he is a trustee of Help the
Hospices. Bay serves on the Audit, Compensation and
Nomination Committees of Axis-Shield plc.
Kari Stenersen (59) BSc 
Senior Vice President Marketing Sales, PoC
Kari has a BSc from the University of Oslo and a Master
of Strategic Marketing from the Norwegian School of
Business, Bergen. She has over 20 years’ marketing
experience from different international pharmaceutical
companies including Astra and SmithKline & Beecham.
Kari joined Axis-Shield as Marketing Director in 1996
from Pronova where she held the position of Divisional
Director. She has also held the position of Managing
Director for the Laboratory Division in Oslo.
George Zajicek (55) B.Pharm, MRPharmS, FTOPRA
Business Development Director
George is a pharmacist who previously worked for
Unipath Limited and Boehringer Ingelheim. George is a
founder member and ex-chairman of the UK Industry
Trade Association, BIVDA, and a prominent ﬁgure in the
European IVD industry. He is charged with developing
new business for Axis-Shield, particularly for OEM
contracts with multinational organisations.
John Sperzel (41) BSc
President, Axis-Shield USA
John has a Bachelor of Science degree from Plymouth
State College (Plymouth, NH). He has worked in the
diagnostics industry for 17 years at Roche (Boehringer
Mannheim), Instrumentation Laboratory and Bayer
HealthCare. He joined Axis-Shield in 2004 from Bayer
Diagnostics, where he was Vice President of Worldwide
Marketing and Business Development for Near Patient
Testing, and is based in Massachusetts where he is
responsible for Axis-Shield in the USA. 18 AXIS-SHIELD PLC ANNUAL REPORT & ACCOUNTS 2004
Remuneration Report
Introduction
All matters relating to executive remuneration are determined by the Compensation Committee, a committee of the Board of Directors.
However, the directors believe that the concept of a unitary Board is important, and hence include this report on remuneration as an integral
element of the overall Report and Accounts.
This report has been prepared in accordance with the Directors’ Remuneration Report Regulations 2002, which introduced new statutory
requirements for the disclosure of directors’ remuneration in respect of periods ending on or after 31 December 2002. The report also meets
the relevant requirements of the Listing Rules of the Financial Services Authority and describes how the Board has applied the Principles of
Good Governance relating to directors’ remuneration. As required by the Regulations, a resolution to approve the report will be proposed at
the Annual General Meeting of the Company at which the financial statements will be approved. Prior to these Regulations having been
introduced the Company had voluntarily adopted the same practice for the previous three years. Certain items in the Remuneration Report
require to be audited and are identified as such against the relevant heading.
Compensation Committee
The Board considers the Chairman of the Board should be a member of the Compensation Committee as it is essential that the Chairman be
involved in the work of the Committee and, in particular, the setting of the executive directors’ remuneration. During 2004 the
Compensation Committee consisted of the Chairman and the two independent non-executive directors of the Company, Erik Hornnaess, 
and Linda McGoldrick who, having been appointed a non-executive director of the Company on 22 January 2004, was appointed to the
Committee. The Compensation Committee is required to meet at least twice a year and at such other times as the Chairman of the Committee
shall require. During 2004 it met on two occasions and all its members were present for each meeting. On 3 March 2005 Bay Green, having
been appointed a non-executive director of the Company, was appointed to the Committee.
The Committee is responsible for determining the remuneration of the executive directors, together with their terms and conditions of
employment. It is also responsible for considering management recommendations for remuneration and employment terms of the
Company’s staff, including incentive arrangements for bonus payments and grant of share options. The Committee is consulted on, and
notified of, all senior management appointments and related remuneration. The written Terms of Reference are available from the Company
on request and will be on display at the Annual General Meeting.
None of the Committee has any personal financial interest (other than as shareholders), conflicts of interest arising from cross-directorships
or day-to-day involvement in running the business. The Committee makes recommendations to the Board and other directors attend
meetings when invited by the Committee. The Company Secretary acts as Secretary to the Committee and no director plays a part in any
discussion about his or her own remuneration.
Remuneration Policy
The Compensation Committee has established a policy on the remuneration of executive directors and the Board has established a policy for
non-executive directors for the current and subsequent years. 
Executives
In 2004 the Committee appointed New Bridge Street Consultants to provide further advice on structuring directors’ remuneration packages.
New Bridge Street Consultants had previously been appointed in 2002 for similar advice. New Bridge Street Consultants reported to the
Committee in early 2005 but did not provide any other services to the Company in 2004. The advice takes into account the remuneration
paid by a group of fifty companies from all sectors, excluding the financial sector, with Axis-Shield plc ranked at median in terms of market
capitalisation range and a specific group of eighteen TechMark MediScience companies. 
The Compensation Committee’s decisions are made on the basis of rewarding individuals for the nature of jobs they undertake and their
performance according to defined objectives to deliver our strategy. Proper regard is given to the need to attract and retain high quality,
well-motivated staff at all levels, and to the remuneration being paid by similar companies, and to the fact that, as a Scottish-Norwegian
organisation, there are additional factors to be taken into account. 
The Company’s policy is that a significant proportion of the remuneration of the executive directors should be performance-related. As
described below, executive directors may earn annual incentive payments, together with the benefits of participation in Share Option
Schemes.
Contracts
Each of the executive directors has agreed to a one-year rolling contract. The arrangements for the executive directors which provided
additional compensation in the event of a change of control of Axis-Shield (which were disclosed in the 2002 Annual Report and Accounts)
were terminated with effect from 31 March 2004. The most recent executed contracts for each executive director are as follows: 
Mr S W F Lien – 31 March 2005, Mr P M Garvey – 25 February 2005, Dr E M H Sundrehagen – 1 March 2005, Dr I D Gilham – 25 February 2005
and Mr O Steinnes – 31 March 2005. In the event of termination the executive directors would be entitled to loss of salary, proportional
bonus, benefits and pensionable service for the notice periods, subject to mitigation where appropriate.
The executive directors’ service contracts will be available for inspection at the Annual General Meeting. ANNUAL REPORT & ACCOUNTS 2004 AXIS-SHIELD PLC            19
Executive directors are entitled to accept non-executive appointments outside the Company, providing the Chairman’s permission is
obtained. The Compensation Committee decides whether any fees are retained by the director. 
Non-Executive Directors
The Group Policy is to establish and maintain a body of non-executive directors with a breadth of international skills and experience that is
relevant to the Group’s business. In this context, it is the Board’s policy for the non-executive directors to be paid a level of fee that reflects
market conditions and is sufficient to attract individuals with appropriate knowledge and experience. A review of this level of fee will be
carried out in the second quarter of 2005.
The Chairman, Nigel Keen, has a letter of appointment for a three year term to September 2007. The appointment may be terminated by
either party giving not less than six months’ notice. The non-executive directors have a letter of appointment for a term of three years which
may be terminated by either party without notice.
Details of Remuneration
The remuneration of directors is set out in detail in the table below. The Compensation Committee decides the remuneration that applies to
the executive directors and the Group’s other senior management and the Board sets the level of fees for the non-executive directors.
Executive Director Remuneration Package
In applying the above principles to the determination of executive director remuneration, the Compensation Committee gives consideration
to several components which together comprise the total remuneration package. These consist of the following:
• Basic Salary is determined by the Committee at the beginning of each year and when an individual changes position or responsibility. 
In deciding appropriate levels, the Committee considers the position in the Group, personal and Company performance and relies on
objective research which gives up-to-date information on a comparable group of companies. Basic salaries were last reviewed in 
February 2005, with increases taking effect from 1 January 2005. The next review will take place in January 2006.
• Annual Performance Incentives are paid provided that objectives established by the Committee are met for each financial year. The
objectives in 2004 included superior performance against budgeted group profit before tax, divisional profit before tax and Group cash
flow, the Company’s performance against the FTSE TechMark MediScience Index and progress against business development areas which
each individual executive could directly influence, and research and development objectives. The bonus payable was subject to a
maximum of 60% of basic salary. For 2005 the objectives again put emphasis on superior performance against budgeted profit before 
tax and the Company’s relative share price performance, while the business development areas are very much focused on the AFINION™
and AxSYM
®
xtra product areas. The bonus payment continues to be subject to a maximum of 60% of basic salary. An additional special
bonus, subject to a maximum of £35,000, is payable to the Chief Executive Officer, Mr Lien, based upon achievement of specific objectives.
In 2004 these objectives related to incremental revenues and progress on AFINION™ distribution networks. The objectives for 2005 are
entirely related to the successful implementation of the US strategy for AFINION™.
• Benefits in Kind, which comprise company car and running costs, private health and disability insurance and critical illness/death in 
service cover.
• Pension Contribution. The Group operates a contracted-out defined contribution scheme for executive directors whereby the Group
contributes 12% of a director’s gross salary or, should the director so elect, the contributions can be made into a director’s personal
pension scheme. Under a flexible benefits policy, individual directors can forego other benefits in return for equivalent increases in
Company contribution. No pension contribution is payable on the annual bonus. During the year, five of the directors had personal
pensions to which the Company contributed. Two of the executive directors who are tax-resident in Norway divert a proportion of the
Company’s contribution towards the defined benefit scheme run by the Norwegian subsidiaries, as outlined in Note 19 to the Accounts.
From 1 January 2005 the Group will contribute 15% of a director’s gross salary, provided that the individual contributes an additional 3%. 20 AXIS-SHIELD PLC ANNUAL REPORT & ACCOUNTS 2004
Remuneration Report continued
Directors’ Remuneration (audited)
Year to 31 December 2004
2004 2003
Year to Year to Pension Pension
Basic Salary Bonus Other Benefits Dec 04 Dec 03 Contributions Contributions
Executive directors
S W F Lien 240,000 154,300 16,200 – 410,500 268,200 28,800 40,800
E M H Sundrehagen 160,000 91,200 – – 251,200 175,000 28,320 27,720
P M Garvey 160,000 91,200 – 12,062 263,262 184,022 21,720 27,689
I D Gilham 160,000 91,200 – 16,808 268,008 192,641 19,358 18,600
O Steinnes 126,034 73,981 973 10,949 211,937 – 15,124 –
846,034 501,881 17,173 39,819 1,404,907 819,863 113,322 114,809
Notes to the table:
• S W F Lien’s ‘other’ remuneration is car and fuel allowance taken as salary. His pension contributions in 2003 include a one-off payment
of £15,000.
• E M H Sundrehagen’s pension includes £9,120 car and fuel allowance taken as pension contributions.
• P M Garvey’s pension includes £2,520 car allowance taken as pension contribution. His pension contributions in 2003 include a one-off
payment of £5,000.
• I D Gilham’s pension includes £155 car allowance taken as pension contribution.
• O Steinnes’ ‘other’ remuneration is newspaper and telephone allowance taken as salary.
• O Steinnes had pension benefits under the Group’s defined benefit scheme during the year of £6,935 (2003: £nil). In addition he had an
individual personal pension scheme to which the Group contributed, as did S W F Lien, E M H Sundrehagen, P M Garvey and I D Gilham.
• In 2004, Svein Lien, Erling Sundrehagen and Olav Steinnes held external non-executive posts and received £6,083, £nil and £nil in fees
respectively.
Long Term Incentive Plans
The Group believes there is benefit to be gained from aligning executive directors’ interests (and other employee interests) with those of
shareholders by means of share options. Axis-Shield operates four option schemes - the Approved Scheme, the Medium Term Share Option
Scheme, the Matching Shares Scheme and the Sharesave Schemes. Details of the Sharesave Schemes and the Medium Term Share Option
Scheme are given in the Directors’ Report. The Approved Scheme is currently inactive, while the Matching Shares Scheme has not been used
to date. The award of options is wholly at the discretion of the Compensation Committee. 
Share Options Granted to Directors (audited)
The Company operates an Inland Revenue approved and an unapproved share option scheme to reward employees’ performance and to
incentivise at all levels. Exercise is subject to performance conditions. For all options granted under the Medium Term Scheme to date, the
exercise criterion has been that earnings before interest, tax, depreciation and amortisation (EBITDA) must be positive for at least the two
financial years immediately prior to exercise and EBITDA per share, once positive, should achieve growth which exceeds the percentage
growth in the Retail Price Index by 4% or more. In addition, the growth in the Company’s share price between date of grant and at least one
day during the option period must put it in the top third of companies which comprise the All Share Health Index. The rules of the schemes
conform to institutional investor guidelines on dilution.
The performance criterion, which applies to all executive directors to whom options have been granted under the Scheme, was chosen as it
requires significant improvement in financial performance. ANNUAL REPORT & ACCOUNTS 2004 AXIS-SHIELD PLC         21
Options to acquire shares in the Company, granted to directors under the Medium Term Scheme, but not exercised, as at 31 December 2004 are:
At 1 Jan Market
2004 Granted Lapsed Exercised price Earliest date
or at during during during At 31 Dec Exercise on date from which
appointment year year year 2004 price exercised Date of Grant exercisable Expiry date
SWFLien
22,500 – – – 22,500 397p – 20 Jun 2000 Mar 2003 Mar 2010
67,500 – – – 67,500 702p – 20 Jun 2000 Mar 2003 Mar 2010
90,000 – – – 90,000 394p – 22 Mar 2001 Mar 2004 Mar 2011
90,000 – – – 90,000 357p – 3 May 2002 May 2005 May 2012
– 250,000 – – 250,000 155p – 8 Apr 2004 April 2007 April 2014
270,000 250,000 – – 520,000
P M Garvey
80,000 – – – 80,000 702p – 20 June 2000 Mar 2003 Mar 2010
80,000 – – – 80,000 394p – 22 Mar 2001 Mar 2004 Mar 2011
80,000 – – – 80,000 357p – 3 May 2002 May 2005 May 2012
– 200,000 – – 200,000 155p – 8 April 2004 April 2007 April 2014
240,000 200,000 – – 440,000
E M H Sundrehagen
22,500 – – – 22,500 397p – 20 June 2000 Mar 2003 Mar 2010
57,500 – – – 57,500 702p – 20 June 2000 Mar 2003 Mar 2010
80,000 – – – 80,000 394p – 22 Mar 2001 Mar 2004 Mar 2011
80,000 – – – 80,000 357p – 3 May 2002 May 2005 May 2012
– 200,000 – – 200,000 155p – 8 April 2004 April 2007 April 2014
240,000 200,000 – – 440,000
I D Gilham
80,000 – – – 80,000 305p – 31 Oct 2001 Mar 2004 Oct 2011
80,000 – – – 80,000 357p – 3 May 2002 May 2005 May 2012
80,000 – – – 80,000 179p – 9 July 2003 July 2006 July 2013
– 120,000 – – 120,000 155p – 8 April 2004 April 2007 April 2014
240,000 120,000 – – 360,000
O Steinnes 60,000 – – – 60,000 702p – 20 June 2000 Mar 2003 Mar 2010
36,000 – – – 36,000 394p – 22 Mar 2001 Mar 2004 Mar 2011
36,000 – – – 36,000 357p – 3 May 2002 May 2005 May 2012
– 100,000 – – 100,000 155p – 8 April 2004 April 2007 April 2014
132,000 100,000 – – 232,000
The market price of the shares at 31 December 2004 was 244p (31 December 2003:  152.5p) and the range throughout the period was 135p
to 244p.
Non-Executive Remuneration (audited)
The remuneration of the Chairman and the non-executive directors is agreed by the Board taking into account a number of factors pertinent
to their position and role as non-executive directors.  22 AXIS-SHIELD PLC ANNUAL REPORT & ACCOUNTS 2004
Remuneration Report continued
Remuneration
Year to 31 December 2004
2004 2003
Year to Year to Pension Pension
Fees Bonus Other Benefits Dec 04 Dec 03 Contributions Contributions
Chairman
N J Keen 47,500 – – – 47,500 47,500 – -
Non-executive directors
G G McAndrew 22,500 – – – 22,500 22,500 – –
E Hornnaess 20,000 – – – 20,000 20,000 – –
T A Glastad 5,000 – – – 5,000 20,000 – –
L McGoldrick 20,000 – – – 20,000 – – –
115,000 – – – 115,000 110,000 – –
Chairman
Under an arrangement between the Company and Imperialise Limited, Nigel Keen is retained to act as Chairman of the Company. Mr Keen’s
fees are currently £47,500 which includes a fee of £2,500 p.a. for Chairmanship of the Compensation Committee. In addition, since
1 January 2004, Imperialise Limited is paid a sum equivalent to the National Insurance on those fees at the rate of £6,080 p.a. 
Non-Executive Directors
The non-executive directors are paid an annual fee of £20,000. Gordon McAndrew’s fees include a fee of £2,500 p.a. for Chairmanship of
the Audit Committee. The Chairman and the non-executive directors do not receive any other benefits. 
Performance Graph
The following graph shows the Company’s performance measured by the total shareholders’ return, compared with the performance of the
FTSE All Share Health Index and for 2002 to 2004 only, the FTSE Techmark Mediscience Index, also measured by total shareholders’ return. 
The FTSE All Share Health Index has been selected for this comparison because up until 2002 it provided the best measure of performance of
companies operating in the same sector as the Group. Since 2002 the Techmark Mediscience Index has provided a more appropriate measure
of that performance. The FTSE Techmark Mediscience Index only commenced in November 2001. Until we have five years of comparative
performance for this index we will show performance against it and the FTSE All Share Health Index.
On behalf of the Board
Nigel J Keen
Chairman of the Compensation Committee
6 April 2005
0
30
60
90
120
140
130
110
100
80
70
50
40
20
10
1999 2000 2001 2002 2003 2004
FTSE All Share Health Index
Techmark Mediscience
Axis-Shield ANNUAL REPORT & ACCOUNTS 2004 AXIS-SHIELD PLC         23
The Combined Code
The Board is committed to ensuring that the highest standards of corporate governance are maintained by Axis-Shield plc and will manage
its affairs in accordance with the principles and provisions set out in the Combined Code on Corporate Governance of the Financial Reporting
Council (the Code) which came into effect for financial years beginning on or after 1 November 2003. 
Statement of Compliance
Having considered the provisions of the Combined Code, the Board believes that the Company has complied with the best practice provisions
of the Code, except as stated below.
The Board
The Board is led by the Chairman and comprises the Chief Executive Officer, the Finance Director, three further executive directors and four
non-executive directors. The biographical details of the directors are shown on pages 16 and 17.
The Board meets on a regular basis to discuss and agree matters which are specifically reserved to it for decision. There is also frequent
contact between meetings as is required to further the Group’s business. Specific powers and authorities are also delegated to an Executive
Management Group and to the various Board Committees, detailed below.
Matters reserved for the Board and its Committees include:
• nomination of new directors
• establishing Board Committees, setting terms of reference, reviewing activities and, where appropriate, ratifying decisions
• setting overall Company aims and objectives
• Corporate Social Responsibility
• approval of business strategy and the long term business plan to achieve it
• approval of annual plan and budget, including proposed capital expenditure
• acquisitions and divestments, including IPR licensing
• monitoring of internal control procedures
• monitoring progress against annual plan and budget to determine any need to replan
• raising new capital and confirming major financing facilities
• approval of prospectus and issue documents
• approval of annual accounts and interim and final dividends
• appointment/proposal of auditors and agreeing their fees
• release of financial information to the London and Oslo Stock Exchanges
• disclosure of directors’ interests 
• approval of directors’ dealings in Company shares
• establishment and operation of share option schemes
• self assessment
All matters to be discussed at Board Meetings are formally advised to Board members in advance thereby ensuring that the Board is properly
informed to enable it to discharge its duties. Each of the directors has an important and personal input into the forward strategy of the Company.
Chairman and Chief Executive Officer
The offices of Chairman and Chief Executive Officer are held separately.
The Chairman, Nigel Keen, is responsible for the leadership of the Board and the Chief Executive Officer, Svein Lien, is responsible for running
the business and chairs the Executive Management Group. There is a clear written division of responsibility between the Chairman and the
Chief Executive Officer which has been agreed by the Board. 
Chairman’s Independence
Our independent non-executive Chairman, Mr Nigel Keen, was appointed as Chairman of the Board in September 1998. He previously held
the position of non-executive director, having been appointed to the Board in June 1993. The Board is satisfied that Mr Keen remains free
from any relationship with the executive management of the Company which could materially interfere with the exercise of his independent
judgement. At the time of his appointment as Chairman, Mr Keen fulfilled the criteria for independence as set out in the Combined Code. He
is highly respected for his wealth of experience of biotechnology companies and for his impartial and professional approach to his role.
Corporate Governance 24 AXIS-SHIELD PLC ANNUAL REPORT & ACCOUNTS 2004
Corporate Governance continued
Board Balance and Independence
The Code requires a balance of executive and non-executive directors such that no individual or small group of individuals can dominate the
Board’s decision taking. The Chairman ensures that this principle is met by the number and quality of the non-executive directors on the
Board, with their combination of diverse backgrounds and expertise. In the Annual Report of 2003 we referred to the appointments in
January 2004 of Linda McGoldrick and Olav Steinnes, and also the untimely death of Tarald Glastad on 26 March 2004.
The death of Tarald reduced the number of non-executive directors to four, whereas the number of executive directors was five. On 3 March
2005 Mr M J (Bay) Green was appointed as a non-executive director bringing the number of both executive and non-executive directors to five.
We consider that four of the five non-executive directors are independent; under a new provision of the Code Gordon McAndrew is presumed
not to be because he has served on the Board for more than twelve years. The Board continues, however, to consider that he was deemed
independent for the purposes of his Chairmanship of the Audit Committee throughout 2004.
All directors bring independent judgement to bear on matters of strategy, resources, performance and standards of conduct. The Chairman
ensures that Board discussions are conducted taking all views into account, so that no individual director or small group of directors
dominates proceedings.
Board Appointments
On 22 January 2004 Linda McGoldrick (non-executive) and Olav Steinnes (executive) were appointed to the Board. On 3 March 2005 
M J (Bay) Green was appointed (non-executive), bringing the number of both executive and non-executive directors to five.
Role of Non-Executive Directors
Each of the Company's non-executive directors has significant input to the control environment, the corporate governance regime and the
overall strategy of the business. The independent judgements and assessments that the non-executive directors bring to the Board are
considered by the Company to be a major strength. The non-executive directors have a particular responsibility to ensure that actions
proposed by the executive directors are critically examined and thoroughly discussed. The Board considers that all of the non-executive
directors are independent of management and free from any business or other relationships which could materially interfere with the
exercise of independent judgement.
BOARD COMMITTEES
Audit Committee
The Audit Committee is appointed by the Board to assist the Board in its oversight responsibilities. The Committee has written terms of
reference which define its role to be: -
• Monitoring the integrity of financial statements & related announcements
• The Group’s internal financial controls and systems
• Reviewing the internal audit and staff “whistle blowing” systems
• Recommending the appointment, terms of reference and remuneration of external auditors
• Reviewing the external auditors’ independence & effectiveness
• Developing the policy on use of the external auditor on non-audit services
• Recommending to the Board appropriate improvements in all such areas.
During 2004, the Committee comprised Gordon McAndrew (Chairman), Erik Hornnaess, Linda McGoldrick and until his death, Tarald Glastad,
all being non-executive directors. Mr Hornnaess and Ms McGoldrick are independent directors. In March 2005 the Audit Committee was
strengthened by the appointment of Mr M J (Bay) Green, a further independent director with recent and relevant financial expertise.
To undertake its role, during 2004 the Committee met six times; other directors were invited to attend when relevant. At appropriate times,
the meetings heard reports from PricewaterhouseCoopers LLP , the Group’s external auditor, on their audit of the 2003 results and their
review of the interim results to 30 June 2004. The Committee also met with Deloitte, who provide internal audit services to the Group, to
discuss their future programme. The Audit Committee Chairman reports the outcome of meetings to the Board and the Board receives the
minutes of all Committee meetings.
The Audit Committee recognises the need to provide ongoing training to its members to maintain their familiarity with Group financial
systems and with changes in financial standards and reporting requirements, and such training is included in its 2005 programme.
Compensation Committee
During 2004 the Compensation Committee comprised the Chairman, Nigel Keen, Erik Hornnaess and Linda McGoldrick (appointed 22 January
2004) and met twice. As appropriate, the Committee may invite the Chief Executive Officer to participate in some of its discussions. The
Company Secretary acts as secretary to the Committee. No director plays a part in any discussion about his or her remuneration. ANNUAL REPORT & ACCOUNTS 2004 AXIS-SHIELD PLC         25
The Chairman of the Board, who fulfilled the independence criteria set out in the new Code at the time of his appointment, is Chairman of
the Committee because the Board considers that, as Axis-Shield plc is a small listed company, it is essential that the Chairman ofthe
Company is instrumental in setting remuneration policy. The Board, excluding the Chairman, determines the remuneration of the Chairman
and the terms of his appointment. The written Terms of Reference of the Compensation Committee are available from the Company on
request and will be on display at the Annual General Meeting.
The Remuneration Report appears on pages 18 to 22 and this gives details of each director’s remuneration and includes further explanation
as to how relevant principles of the Code are applied.
Nomination Committee
During 2004, the Nomination Committee consisted of the Chairman, Nigel Keen, who chaired the Committee and the senior independent
non-executive director, Erik Hornnaess. On 3 March 2005, Bay Green, having been appointed as a non-executive director of the Company,
was appointed to the Committee. As appropriate, the Committee may invite other directors to participate in some of its discussions. The
Company Secretary acts as secretary to the Committee. The Committee meets at least once a year.
The Committee regularly reviews the structure and composition of the Board and, where appropriate, recommends changes to the Board. It is
responsible for nominating, for Board approval, candidates for appointment to the Board having regard to the overall skills and composition
of the Board. When required, the Committee uses external search consultancies in identifying suitable candidates. This method was used
leading up to the recent nomination and appointment of Bay Green as a non-executive director of the Company. The written Terms of
Reference of the Nomination Committee are available from the Company on request and will be on display at the Annual General Meeting.
Administration Committee
The Administration Committee of the Board consists of any two or more directors and deals with items of a routine and administrative
nature. The written Terms of Reference are available from the Company on request and will be on display at the Annual General Meeting.
Attendance at Meetings
Board and committee meetings held in 2004
Board Meetings Audit Compensation Nomination Administration
Number of meetings in year 9 6 2 1 3
Nigel Keen 9 –21 –
Gordon McAndrew 9 6 – – –
Erik Hornnaess 9 4 2 1 –
Linda McGoldrick 9 6 2 – –
Svein Lien 9––– 3
Paul Garvey 9 – – – 3
Ian Gilham 9 – – – –
Erling Sundrehagen 8 – – – –
Olav Steinnes 8 – – – –
In addition to the above, directors who are not members of a particular Committee will attend meetings as requested.
Executive directors are in regular contact with each other and participate in meetings as a group, both physically and by conference call, in
addition to any Board or Executive Management Group meetings. 
The non-executive directors met as a group once during the year with the Chairman and also once during the year without the Chairman.
The Board receives a steady flow of information to enable it to discharge its duties, including a monthly report detailing current and forecast
trading results and treasury positions. It also receives a share register analysis on a regular basis. Board papers are generally distributed not
less than five days in advance to allow the directors to prepare fully for meetings, and minutes of Committee meetings are circulated to all
directors. The Board is kept informed of developments within the Company’s business through regular presentations by divisional
management.
In the very few instances when a director has not been able to attend Board or Committee meetings, his/her comments on the papers to be
considered at that meeting have been relayed in advance to the relevant Chairman.
Information and Professional Development
Directors receive induction on their appointment to the Board as appropriate, covering matters such as the operation and activities of the
Group (including key financial, business, social and environmental risks to the Group’s activities), the role of the Board and the matters
reserved for its decision, the tasks and membership of the Board Committees, and the powers delegated to those Committees, the Board’s
Governance policies and practices, and the latest financial information about the Group. 26 AXIS-SHIELD PLC ANNUAL REPORT & ACCOUNTS 2004
Corporate Governance continued
The Chairman ensures that the directors receive accurate, timely and clear information. The Chairman also ensures that the directors
continually update their skills and the knowledge and familiarity with the Company required to fulfil their role both on the Board and on
Board Committees. Under the direction of the Chairman, the Company Secretary ensures the existence of good information flows within the
Board and its Committees and between senior management and non-executive directors as well as assisting with professional development
as required.
Performance Evaluation
Since the year end the Board and each of the Audit, Nomination and Compensation Committees have undertaken performance evaluations
involving the completion of an assessment questionnaire by each of the directors. The results have been compiled and analysed by the
Company Secretary who has prepared reports to the Board and each of the Committees. The areas covered included the role of the executive
and non-executive directors and the Board and Board Committees, preparation for and the performance at meetings, the effectiveness of
the Board and the Board Committees, leadership and corporate governance. The feedback from the questionnaires will assist in the training
plan for 2005. These performance evaluations will be repeated annually.
The Board visits the Group’s principal locations throughout the year to discuss the operations with local management.
ACCOUNTABILITY AND AUDIT
Financial Reporting
The Board has ultimate responsibility for the preparation of annual audited accounts.
Internal Control
The Board is responsible for the Group’s system of internal control and for reviewing its effectiveness. Such a system is designed to manage
rather than eliminate the risk of failure to achieve business objectives and can only provide reasonable and not absolute assurance against
material misstatement or loss.
The Board has delegated the monitoring of internal control to the Group’s Executive Management Group. This group receives reports setting
out key performance and risk indicators and considers possible control issues brought to their attention by early warning mechanisms which
are embedded within the operational units and reinforced by risk awareness training. The Executive Management Group and the Audit
Committee also receive regular reports from the internal audit function which include recommendations for improvement. The Audit
Committee’s role in this area is confined to a high-level review of the arrangements for internal financial control. 
The Board’s agenda includes a regular item for consideration of risk and control and receives reports thereon from the Executive Management
Group and the Audit Committee. 
The Control Environment
The Board has established an appropriate control environment through the systems and procedures outlined above and as follows:
• manuals of policies and procedures applicable to all material aspects of the organisation, with procedures in place for reporting
weaknesses and for monitoring corrective action;
• a budgetary control system which includes monitoring actual performance against pre-determined plans;
• the appointment of qualified experienced and professional staff of the necessary ability to fulfil their allotted responsibilities; 
• a process of systematic internal auditing which covers Group operations.
Risk Management
As part of these procedures, which are designed to serve as ongoing processes for identifying, evaluating and managing the significant risks
faced by Group companies, senior executives at each of the Group operating companies and business units prepared Risk and Control
Frameworks for their respective businesses. Those frameworks are then considered and approved by the Board. In addition, a Group Risk and
Control Framework is prepared, taking account of the significant risks identified by the individual units together with other Group-wide risks.
The Group Risk and Control Framework has been considered and adopted by the Board which is responsible for management of risk.
The managing director, or his equivalent, and the principal finance officer of each operating company assess the effectiveness of the internal
control environment and procedures in their units. They are responsible for the operation of key internal controls. A peer review process
monitors and evaluates the system of internal control. The process covers the areas of most significant risk to the Group and the annual
review programme is developed from feedback from both the external audit risk assessment planning process and the internal risk
assessment priorities. The Audit Committee considers and determines relevant action in respect of any control issues raised by the external
auditors.
Each year, the operating companies prepare a report identifying the relative probability and severity of the risks identified, the process for
managing and mitigating these risks and the means by which management might be assured that the processes are effective. The reports are
reviewed by the Executive Management Group and the Chief Executive reports to the Board on any control issues arising from these processes.
Additionally, any issues or incidents are considered at the respective operating company’s management meetings on an ongoing basis. 
These are reviewed by the relevant divisional managing director with significant or recurring matters being considered by the Executive
Management Group and, where appropriate, by the Board. ANNUAL REPORT & ACCOUNTS 2004 AXIS-SHIELD PLC         27
The Board has monitored the effectiveness of the Group’s system of internal control during the year. In particular, the Board has reviewed the
Group Risk and Control Framework in the light of experience following its introduction and has made such amendments as it thought
appropriate.
Information Systems
The information produced by the Group is designed to be sufficient and timely and allows management to monitor the actual performance
of the Group relative to budget and other forward plans and to take decisions based thereon. The Group continuously seeks improvement in
its information systems. 
Control Procedures
Control procedures take three broad forms:
• checks over individual transactions;
• checks over groups of transactions (e.g. reconciliations) and
• procedures to mitigate risk (e.g. insurance).
The Group has control procedures in place that cover each of the areas mentioned above and also has in place procedures to monitor the
effectiveness of each control procedure. The internal control systems have been designed to take account of the Group’s particular needs
including the needs of the market place and its customers; its current and prospective shareholder base; the cultural and regulatory climate
of the IVD industry, and the operation of an effective and efficient business.
As a result of these systems and procedures, the Board considers it has reviewed the effectiveness of the Group’s internal controls.
The Board is of the view that there is an ongoing process for identifying, evaluating and managing the Group’s significant risks, thatithas
been in place for the year ended 31 December 2004 and up to the date of approval of the Annual Report and Accounts, that it is regularly
reviewed by the Board and that it accords with the internal control guidance for directors on the Combined Code. 
Communication with Shareholders
The Company maintains an open policy of dialogue with all shareholders to ensure that the objectives of the Company are understood. As
part of this process, the Chief Executive Officer and Finance Director make twice yearly presentations to shareholders, discussing any issues of
concern. The Board receives regular reports on these meetings including all relevant feedback. The Chairman and the Senior Independent
non-executive director make themselves available for meetings with shareholders. 
The Company encourages communication with the large number of private investors which it has and endeavours to communicate effectively
through the publication of its comprehensive Annual Report and Accounts, an unaudited Interim Report and various forms of written
correspondence throughout the year. The Board seeks to encourage shareholders to attend its Annual General Meeting. It uses the Annual
General Meeting to communicate with private investors and encourages their participation. Shareholders are given an up-to-date
presentation on the Company’s strategy and progress, are invited to ask questions and are given the opportunity to meet the directors
informally after the meeting. The numbers of proxy votes cast for, against or in abstention on the resolutions are reported to the meeting. 
In addition, the Company enables shareholders and the general public to access all press releases and general information on the Company
via its Internet website, www.axis-shield.com.
By order of the Board
Paul M Garvey
Company Secretary
6 April 2005 28 AXIS-SHIELD PLC ANNUAL REPORT & ACCOUNTS 2004
Corporate Social Responsibility
Axis-Shield plc is a company developing products to improve people’s health. It takes great pride in delivering reliable products to a high
standard of quality while, at the same time, taking responsibility for its influence on the environment. The entire organisation up to and
including the Board of Directors is constantly focused on measures designed to improve the quality of work carried out by the organisation.
The Board takes regular account of its Corporate Social Responsibilities (CSR) and their significance to the business of the Group by identifying
and assessing risks arising from CSR matters. In addition it acknowledges its potential to generate substantial shareholder value.
Procedures for managing risks to short and long term value arising specifically from CSR matters have been integrated into existing
management structures and systems. 
Axis-Shield plc believes that high standards of business ethics are critical in today’s business world and therefore places high priority on
compliance with all legislative and regulatory requirements, and on the maintenance of high ethical standards, within each of the territories
and jurisdictions in which it conducts its business.
Axis-Shield plc, its Divisions and businesses (“the Group”) commits to conducting itself, and expects all employees to conduct themselves, in
an honest, ethical manner in all dealings on its behalf and to behave professionally and with integrity and fairness. The Group applies these
same standards to all business dealings with customers, suppliers and stakeholders.
A copy of the Ethics Policy Statement, which was approved by the Board, is available from the Company on request.
The Group’s Environmental Policy Statement may be summarised as follows: 
The prime objective of the Group is to provide customers with products which meet their requirements in terms of fitness for use, delivery,
reliability and value for money, through ISO9001: 2000, ISO13485: 2003 and ISO14001: 1996. Specifically Axis-Shield plc:
• is committed to the development and the sustainability of its business, whilst minimising the impact of its operations on the
environment.
• promotes good practices to ensure that the organisation, as a minimum standard, complies with all regulatory and legislative
requirements. Also, wherever possible, Axis-Shield works towards industry best practice in environmental performance.
• endeavours to achieve continual improvement in environmental practice.
• nominates personnel who are allocated resources to monitor and report directly to senior management on issues concerning the
environment. This nominated group carries out regular reviews of procedures and trends, identifies significant impacts and sets objectives
and targets to effectively control waste and the consumption of materials, fuel and energy.
• is committed to minimising adverse environmental effects and pollution associated with both present and future business activities.
• promotes, in its staff training programmes and through notice boards, the implementation of good environmental awareness and
practice.
During 2003 the Group’s environmental management system was approved to ISO 14001: 1996, the environmental standard for the site in
Dundee. The Group is currently looking at how it might achieve this standard in its main site in Oslo. The Company remains a constituent
member of the FTSE4Good Index and has already achieved the milestones necessary to retain its membership for 2005.
As part of the in vitro diagnostic (IVD) testing industry, the Group provides test kits for hospital laboratories and clinics. Most of the tests,
which are conducted on human blood or urine samples, are immunoassays, involving the antibody-antigen reaction, and use antibodies
and other common reagents which have been around for many years and therefore which are not subject to animal testing. The industry
does not have to undertake toxicology work because the reagents do not come into contact with the body – in vitro literally means “in
glass”, or, in reality, a test tube or other sample container.
The Group is transparent in the way it operates and conducts its research and development. The reagents used are chemical or biological 
and are normally available off the shelf. Any material of potential concern is sourced from the highest quality manufacturers available and
handled according to any relevant instructions or legislation. No animal experiments are conducted and the raising of antibodies is
undertaken out-of-house by specialist contractors. The raising of polyclonal antibodies is normally undertaken in animals such as sheep,
and apart from occasional bleeds, the animals live in open pasture. IVD regulations do not involve animal toxicology and clinical trials are
performed on patient samples obtained after informed consent procedures. All blood samples received in-house are tested for standard
pathogens such as HIV, HTLV and hepatitis viruses. “Normal” samples are largely obtained through voluntary donations in-house using a
trained phlebotomist. The Group validates its assays by comparing their performance with an established product or procedure on samples
from patients with the disease in question and from a normal population of patients without evidence of the disease, working out sensitivity
(was the test positive in all patients with the disease?), and specificity (was the test negative in those without the disease?). Afterwards all
human biological materials at the Group’s premises are treated as hazardous waste which is collected regularly by a specialist contractor.  ANNUAL REPORT & ACCOUNTS 2004 AXIS-SHIELD PLC         29
The Group has health and safety officers who undertake regular audits of the systems in place and the Group is also inspected by the local
representative of the Health & Safety Executive or equivalent body in Norway. The Group also produces to the highest levels of Good
Manufacturing Practice, as demanded by the US Food and Federal Drug Administration and the European IVD Directive. The premises allow
manufacture to levels of very high cleanliness with positive pressure and high level air filtration and airlocks and gowning in the key areas.
The Group’s safety records demonstrate that there have been no incidents of note since the inception of the Group companies in the 1980s.
In order to be successful in delivering reliable, high quality products we need to be focussed on quality in everything we do, both internally
and externally. This means that we have strict requirements for the approval of sub-contractors and internal control of their deliveries. Our
staff also investigate and inspect the quality systems used by our sub-contractors on a regular basis. 
Our focus on sustainable quality enhances our customer satisfaction which, in turn, increases shareholder value.
Charitable Donations and Community Affairs
As a relatively small, loss-making Group, the direct charitable donations are limited. The Group gave £3,553 in direct donations to charity
during the year. Included in this amount was £833 to the Proshare Educational Trust and smaller amounts to various good causes. In
addition, our distribution division donated medical products, with an approximate cost to the Group of £40,000, to charities. Each of the
subsidiaries also supports local charities through fundraising, mainly through Group-related social events. In addition, many of our
employees are involved in voluntary work in various organisations within their respective communities. 
In January 2005 the Group responded to the Tsunami disaster with donations to a group of charities, including the Red Cross, and directly to
a doctor organising medical help in Sri Lanka. The total donations were £11,500 approximately.
The Group recognises that the well-being of the communities in which it operates is important to its long term development and success.
Svein W F Lien
Chief Executive Officer
6 April 2005  30 AXIS-SHIELD PLC ANNUAL REPORT & ACCOUNTS 2004
Directors’ Report 
Principal Activities
The Directors’ Report should be read in conjunction with the Chairman’s Statement, Chief Executive’s Review and Financial Review which
contain details of the principal activities of the Group during the year and an indication of expected progress.
Financial Results and Dividend
The Group's consolidated net loss for the year after taxation was £1.2m (2003: loss of £6.7m). The directors do not recommend the payment
of a dividend and therefore the loss for the year has been transferred to reserves.
The Profit and Loss account was drawn up using an exchange rate of 12.33 NOK = £1 which was the average exchange rate during the year
ended 31 December 2004 (2003: 11.58 NOK = £1). At 31 December 2004 the exchange rate was 11.66 NOK = £1 and this exchange rate was
used in the balance sheets (2003: 11.86 NOK = £1).
Research and Development
The Group continues to invest in research and development. Details of expenditure on research and development are set out in the
Consolidated Profit and Loss Account on page 35.
Share Capital
There were no changes to the Group’s share capital during the year.
Substantial Interests
The Company has been notified of the following interests in three per cent or more of the voting capital of the Company at 23 March 2005.
Number of Ordinary Shares Percentage of Issued Ordinary Shares
Framlington Investment Management Ltd 4,764,250 9.82%
Folketrygdfondet 2,599,500 5.36%
Fidelity Mgt & Research Co, Fidelity Int’l and their subsidiaries 2,108,684 4.34%
Legal & General Investment Management 1,874,767 3.86%
Deutsche Asset Management Ltd 1,850,382 3.81%
Skagen Vekst 1,550,000 3.19%
Directors
As detailed in last year’s Annual Report, on 22 January 2004 Linda McGoldrick was appointed to the Board as a non-executive director and
Olav Steinnes, Managing Director of the Group’s Point-of-Care (PoC) division was appointed to the Board as an executive director. 
On 26 March 2004, the Board regretfully learned of the death of Tarald A Glastad, non-executive director.
On 3 March 2005, M J (Bay) Green was appointed to the Board as a non-executive director. His experience in corporate finance and
knowledge of the City will provide a valuable input to the Board during this important period of growth for the Group.
In accordance with the provisions of the Articles of Association, Bay Green, having been appointed since the last Annual General Meeting,
requires to be re-appointed at the Annual General Meeting on 12 May 2005. Also in accordance with the provisions of the Articles of
Association and the Combined Code, Nigel Keen, Erling Sundrehagen and Ian Gilham retire by rotation and, being eligible, offer themselves
for re-election at the Annual General Meeting. 
Nigel Keen has over twenty years’ experience of involvement in biotechnology and has substantial PLC experience through his ongoing
involvement with other listed companies. He has been Chairman of the Board since 1998. Erling Sundrehagen is the Chief Scientific Officer, a
founder of Axis in 1985 and a member of the Board since the Axis-Shield merger in 1999. Ian Gilham is Group Managing Director, Laboratory
Division, and has been a member of the Board since joining the Group in 2001.
In accordance with the Combined Code, Gordon McAndrew, having served more than nine years as a non-executive director, retires and will
offer himself for re-election at the Annual General Meeting. Gordon McAndrew knows the Group and the sector intimately and provides
valuable on-the-ground support to the executive team. He has been a member of the Board since 1982. Details of Erling Sundrehagen’s and
Ian Gilham’s service contracts are given in the Remuneration Report. Bay Green, Nigel Keen and Gordon McAndrew do not have service contracts. ANNUAL REPORT & ACCOUNTS 2004 AXIS-SHIELD PLC         31
Directors’ Interests
Shares Held
According to the register maintained under the Companies Act 1985, the beneficial interests of the directors in the Share Capital of the
Company at 31 December 2004 were as follows:
At 31 Dec 2003
At 31 Dec 2004 Or at date of appointment
Number of Share Number of Share
Ordinary Options Ordinary Options
35p Shares Medium Term 25p Shares Medium Term
N J Keen 10,000 - 10,000 -
SWFLien 154,567520,000122,567270,000
E M H Sundrehagen 479,645 440,000 479,645 240,000
P M Garvey 31,835 440,000 26,835 240,000
I D Gilham 3,000 360,000 3,000 240,000
O Steinnes 4,000 232,000 4,000 132,000
G G McAndrew 20,000 - 20,000 -
E Hornnaess 75,961 - 5,961 -
L McGoldrick - - - -
On 15 March 2005, M J (Bay) Green purchased 4,100 shares. On 21 March 2005, N J Keen purchased 10,000 shares, S W F Lien purchased
25,000 shares and P M Garvey purchased 10,000 shares. 
Directors’ and Officers’ Liability Insurance
During the year the Company maintained liability insurance for its directors and officers.
Material Contracts
None of the Directors had any material interest in any contract of significance with the Company and its subsidiaries other than their service
contracts.
Employee Share Option Schemes
The Approved Share Option Scheme
Outstanding Outstanding
Option Number at 1 Jan at 31 Dec
Date of Grant Price Granted 2004 Granted Lapsed Exercised 2004 Exercisable
21 December 1998 501p 36,000 26,750 - - - 26,750 2001-2008
UK Sharesave Scheme
Outstanding Outstanding
Option Number at 1 Jan at 31 Dec
Date of Grant Price Granted 2004 Granted Lapsed Exercised 2004 Exercisable
17 April 2001 355p 44,828 21,176 - 21,176 - - Apr 2004
6 May 2004 140p 193,851 - 193,851 673 - 193,178 Jun-Nov 2007
The options are exercisable in accordance with the Scheme Rules, normally three years after the anniversary of grant. 32 AXIS-SHIELD PLC ANNUAL REPORT & ACCOUNTS 2004
Scandinavian Sharesave Scheme
Outstanding Outstanding
Option Number at 1 Jan at 31 Dec
Date of Grant Price Granted 2004 Granted Lapsed Exercised 2004 Exercisable
20 January 2001 NOK 59 127,775 64,044 - 64,044 - - Jan 2004
6 May 2004 NOK 17.70 519,197 - 519,197 15,765 - 503,432 Jun- Nov 2007
The options are exercisable in accordance with the Scheme Rules, normally three years after the anniversary of grant. 
Medium Term Share Option Scheme
Outstanding Outstanding
Option Number at 1 Jan at 31 Dec
Date of Grant Price Granted 2004 Granted Lapsed Exercised 2004 Exercisable
20 June 2000 397p 169,500 127,000 - 8,000 - 119,000 2003-2010
20 June 2000 702p 830,500 647,000 - 24,000 - 623,000 2003-2010
22 March 2001 394p 855,600 787,400 - 19,200 - 768,200 2004-2011
31 October 2001 305p 80,000 80,000 - - - 80,000 2004-2011
3 May 2002 357p 982,400 946,400 - 19,200 - 927,200 2005-2012
9 August 2002 205p 19,200 19,200 - - - 19,200 2005-2012
9 July 2003 179p 99,200 99,200 - - - 99,200 2006-2013
8 April 2004 155p 870,000 - 870,000 - - 870,000 2007-2014
23 September 2004 190p 50,000 - 50,000 - - 50,000 2007-2014
2,706,200 920,000 70,400 - 3,555,800
The options are all performance related based on the achievement of corporate targets, which are outlined in the Remuneration Report.
Directors Authority to Allot Shares
By law, Directors are not permitted to allot new shares (or to grant rights over shares) unless authorised to do so by shareholders. In addition,
Directors require the specific authority from shareholders before allotting new shares (or granting rights over shares) for cash without first
offering them to existing shareholders in proportion to their holdings. A resolution was passed at the Annual General Meeting of the
Company held in 2004 renewing the Directors’ authority, for the period until 13 May 2009; however, the Directors consider it advantageous
to adopt the practice of renewing the authority each year. An Ordinary Resolution will be put to shareholders at the Annual General Meeting
to authorise allotment of securities up to an aggregate nominal amount of £4,713,494 which represents 27.75% of the issued share capital
of the Company, and is in line with current best practice. The general authority to allot shares will provide flexibility for the Company to take
advantage of business opportunities as they arise. The authority will expire on 11 May 2010.
Disapplication of Statutory Pre-emption Rights
At the Annual General Meeting held on 13 May 2004, the Directors were empowered to allot new shares for cash without having regard to the
statutory rights of pre-emption. A Special Resolution will be put to shareholders at the Annual General Meeting granting the Directors the
power to allot new shares for cash otherwise than pro-rata to existing shareholders. This power is limited to an aggregate nominal amount
of £849,325 being 5% of the issued ordinary share capital of the Company. This authority will last until the conclusion of the next Annual
General Meeting.
Employees
The Group recognises the contributions made by its employees to achieve corporate goals and objectives and is committed to operating in a
way that rewards and recognises the contributions made by its staff. In recent years many of the Group’s staff have enjoyed the benefits of
equity participation in our Sharesave Schemes in the UK and in Scandinavia. The Group will continue to recognise the efforts of its employees
to achieve corporate and personal goals and objectives and is committed to ensuring that these benefits continue to be available to all our
employees.
The Group continues to maintain close attention to the salaries and conditions of employment of all employees within the Group. The Group
is an equal opportunity employer committed to promoting equal opportunities in employment regardless of an individual’s sex, sexual
orientation, marital status, creed, colour, race, ethnic origin or disability. It is the policy of the Group where practicably possible to offer
retraining and continued employment to employees who become disabled during their period of employment with the Group.
Directors’ Report continued ANNUAL REPORT & ACCOUNTS 2004 AXIS-SHIELD PLC         33
The Group operates in several locations and its employment policies are varied to meet local conditions and requirements. These are
established on the basis of best practice in the country in which the individuals are employed. The importance of good communications and
working relationships is recognised and the Group’s policy is to keep employees informed on matters relating to their employment and the
Group’s financial and business activities.
A copy of the Group’s Employment policy statement is available on request from the Company.
Creditor Payment Policy
The Group is committed to maintaining sound commercial relationships with all its suppliers. It is the policy of the Group to negotiate and
agree terms and conditions with its suppliers either directly or through its operating subsidiaries by applying local best practices. The Group
had 38 days’ purchases (2003: 41) outstanding at 31 December 2004 based on the average daily amount invoiced by suppliers during the year.
Charitable and Political Contributions
The Group made £3,553 charitable donations in the year to 31 December 2004 (2003: £2,023). No political donations were made (2003: £nil).
Directors' Responsibilities
The Directors are required by UK company law to prepare accounts for each financial year that give a true and fair view of the state of affairs 
of the Company and the Group as at the end of the financial year and of the results of the Group for the year.
The Directors confirm that suitable accounting policies have been used and applied consistently and reasonable and prudent judgements
and estimates have been made in the preparation of the accounts for the period ended 31 December 2004. The Directors also confirm that
applicable accounting standards have been followed and that the financial statements have been prepared on the going concern basis.
The Directors are responsible for keeping proper accounting records and for taking reasonable steps to safeguard the assets of the Company
and the Group. They should use reasonable endeavours to prevent and detect fraud and other irregularities.
The maintenance and integrity of the Axis-Shield plc website is the responsibility of the Directors; the work carried out by the auditors does
not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to
the accounts since they were initially presented on the website. Legislation in the United Kingdom governing the preparation and
dissemination of accounts may differ from legislation in other jurisdictions.
Auditors
A resolution to reappoint PricewaterhouseCoopers LLP as auditors to the Company will be proposed at the Annual General Meeting.
Going Concern
The Directors, having reviewed the Group’s and Company’s budget for the next financial year, and other longer term plans, are satisfied that
the Group and Company have adequate resources to continue in operational existence for the foreseeable future, and that therefore it is
appropriate to continue to adopt the going concern basis in preparing the accounts.
By order of the Board
P M Garvey
Company Secretary
6 April 2005 34 AXIS-SHIELD PLC ANNUAL REPORT & ACCOUNTS 2004
Independent Auditors' Report to the members of
Axis-Shield plc
We have audited the financial statements which comprise the Consolidated Profit and Loss Account, the Balance Sheets, the Consolidated
Cash Flow Statement, the Statement of Total Recognised Gains and Losses, the Reconciliation of Movement in Shareholders’ Funds and the
related notes which have been prepared under the historical cost convention and the accounting policies set out in the statement of
accounting policies. We have also audited the disclosures required by Part 3 of Schedule 7A to the Companies Act 1985 contained in the
Directors’ Remuneration Report (‘the auditable part’).
Respective responsibilities of directors’ and auditors
The Directors’ responsibilities for preparing the Annual Report and the financial statements in accordance with applicable United Kingdom
law and accounting standards are set out in the statement of directors' responsibilities. The directors are also responsible for preparing the
Directors’ Remuneration Report.
Our responsibility is to audit the financial statements and the auditable part of the Directors’ Remuneration Report in accordance with
relevant legal and regulatory requirements and United Kingdom Auditing Standards issued by the Auditing Practices Board. This report,
including the opinion, has been prepared for and only for the company’s members as a body in accordance with Section 235 of the
Companies Act 1985 and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to
any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
We report to you our opinion as to whether the financial statements give a true and fair view and whether the financial statements and the
auditable part of the Directors’ Remuneration Report have been 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 financial statements, 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
regarding directors' remuneration and transactions is not disclosed.
We read the other information contained in the Annual Report and consider the implications for our report if we become aware of any
apparent misstatements or material inconsistencies with the financial statements. The other information comprises only the Directors'
Report, the unaudited part of the Directors’ Remuneration Report, the Chairman's Statement, the Chief Executive’s Review, the Financial
Review, the Corporate Governance Statement and the Corporate Social Responsibility Statement.
We review whether the Corporate Governance Statement reflects the company’s compliance with the nine provisions of the 2003 FRC
Combined Code specified for our review by the Listing Rules of the Financial Services Authority, 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 Company’s or Group’s Corporate Governance procedures or its risk and control procedures.
Basis of audit opinion
We conducted our audit in accordance with 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 financial statements and the auditable part of the Directors’
Remuneration Report. It also includes an assessment of the significant estimates and judgements made by the Directors in the preparation 
of the financial statements, and of whether the accounting policies are appropriate to the company's circumstances, 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 financial statements and the auditable part of the Directors’ Remuneration
Report are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated
the overall adequacy of the presentation of information in the financial statements.
Opinion
In our opinion:
• the financial statements give a true and fair view of the state of affairs of the Company and the Group at 31 December 2004 and of the
loss and cash flows of the Group for the year then ended;
• the financial statements have been properly prepared in accordance with the Companies Act 1985; and
• those parts of the Directors’ Remuneration Report required by Part 3 of Schedule 7A to the Companies Act 1985 have been properly
prepared in accordance with the Companies Act 1985.
PricewaterhouseCoopers LLP
Chartered Accountants and Registered Auditors
Glasgow
6 April 2005 ANNUAL REPORT & ACCOUNTS 2004 AXIS-SHIELD PLC         35
Consolidated Proﬁt and Loss Account
for the year ended 31 December 2004 
2004 2003
Notes £000 £000
Turnover - Continuing Operations 1 52,288 50,327
Cost of Sales (24,399) (25,163)
Gross Profit 27,889 25,164
Other operating expenses 2 (19,156) (19,127)
Operating Profit before Research & Development and Exceptional Costs 8,733 6,037
Research & Development 2
Point of Care (internal) (3,189) (2,608)
Point of Care (external) (2,850) (5,655)
Lab Division (internal) (3,709) (4,271)
Lab Division (external) (271) (10,019) (345) (12,879)
Operating Loss after Research & Development (1,286) (6,842)
Exceptional operating expenses 2 – (2,230)
Operating Loss - Continuing Operations (1,286) (9,072)
Exceptional - gain on disposal of Autoimmune business 4 – 2,042
Loss on Ordinary Activities before Interest and Taxation (1,286) (7,030)
Net Interest receivable 3 98 303
Loss on Ordinary Activities before Taxation 4 (1,188) (6,727)
Taxation 6 (51) –
Loss for the Financial Year after Taxation 18 (1,239) (6,727)
Loss per ordinary 35p share 7
Basic (2.55p) (13.86p)
Fully diluted (2.55p) (13.86p)
Earnings before interest, taxation, depreciation and amortisation (“EBITDA”)
Loss on Ordinary Activities before Interest and Taxation (1,286) (7,030)
Depreciation 1,397 2,052
Goodwill amortisation 488 518
Intangible asset amortisation 1,637 1,507
EBITDA 2,236 (2,953) 36 AXIS-SHIELD PLC ANNUAL REPORT & ACCOUNTS 2004
Statement of Total Recognised Gains and Losses
for the year ended 31 December 2004 
2004 2003
£000 £000
Total recognised losses after tax for the financial year (1,239) (6,727)
Exchange gain/(loss) on retranslation of subsidiary results and balances 422 (1,924)
Total recognised loss relating to the financial year (817) (8,651)
Reconciliation of Movement in Shareholders’ Funds
for the year ended 31 December 2004 
2004 2003
£000 £000
Loss for the financial year (1,239) (6,727)
Foreign exchange gains/(losses) 422 (1,924)
Net movement (817) (8,651)
Opening shareholders’ funds 38,836 47,487
Closing shareholders’ funds 38,019 38,836
Note of Historical Cost Losses
for the year ended 31 December 2004 
There is no material difference between the loss on ordinary activities before taxation and the retained loss for the financial year stated
above, and their historical cost equivalents. ANNUAL REPORT & ACCOUNTS 2004 AXIS-SHIELD PLC         37
Balance Sheets 
at 31 December 2004 
Group Group Company Company
2004 2003 2004 2003
Notes £000 £000 £000 £000
Fixed Assets
Intangible 8 16,737 18,505 – –
Tangible 9 10,606 7,953 – –
Other investments 10 (a) 98 98 – –
Investments in subsidiary undertakings 10 (b) – – 62,933 62,933
27,441 26,556 62,933 62,933
Current Assets
Stocks 11 8,004 8,162 – –
Debtors 12 9,830 9,426 6,952 6,697
Cash at bank 13 11,940 10,143 362 433
29,774 27,731 7,314 7,130
Creditors: Due within one year 14 13,514 10,662 – –
Net Current Assets 16,260 17,069 7,314 7,130
Total Assets Less Current Liabilities 43,701 43,625 70,247 70,063
Creditors: Due after one year 14 5,255 3,771 35 –
Provision for Liabilities and Charges 16 427 1,018 – –
Net Assets 38,019 38,836 70,212 70,063
Capital and Reserves
Called up share capital 17 16,987 16,987 16,987 16,987
Share premium account 18 49,189 49,189 49,189 49,189
Capital redemption reserve 18 244 244 244 244
Merger reserve 18 17,922 17,922 4,005 4,005
Profit and loss account 18 (46,323) (45,506) (213) (362)
Equity Shareholders’ Funds 38,019 38,836 70,212 70,063
The accounts on pages 35 to 56 were approved by the Board of Directors on 6 April 2005 and signed on its behalf by:
SWFLien P M Garvey 38 AXIS-SHIELD PLC ANNUAL REPORT & ACCOUNTS 2004
Consolidated Cash Flow Statement
for the year ended 31 December 2004 
2004 2003
Notes £000 £000
Net Cash Inflow/(Outflow) from Operating Activities A 3,359 (3,033)
Returns on Investment and Servicing of Finance
Interest received 240 358
Interest paid (142) (55)
Net Cash Inflow from Returns on Investment and Servicing of Finance 98 303
Taxation (38) –
Capital Expenditure and Financial Investment
Purchase of tangible fixed assets (2,670) (3,549)
Purchase of intangible fixed assets (201) (1,061)
Proceeds of sale of tangible fixed assets 31 5
Net Cash Outflow from Capital Expenditure and Financial Investment (2,840) (4,605)
Acquisitions and Disposals
Disposal of subsidiary business/undertakings – 1,650
Net Cash Inflow/(Outflow) Before Use of Liquid Resources and Financing 579 (5,685)
Financing
Finance received on purchase of tangible fixed assets D 1,121 1,439
Hire purchase repayments D (40) (23)
Net Cash Inflow From Financing 1,081 1,416
Increase/(Decrease) in Cash C 1,660 (4,269) ANNUAL REPORT & ACCOUNTS 2004 AXIS-SHIELD PLC         39
Notes to the Consolidated Cash Flow Statement
for the year ended 31 December 2004 
A. Reconciliation of Operating Loss to Net Cash Flow from Operations
2004 2003
£000 £000
Operating loss (1,286) (9,072)
Depreciation of tangible fixed assets 1,397 2,052
Amortisation of intangible fixed assets 2,125 2,025
Reverse lease premium amortised in period – (16)
(Gain)/Loss on disposal of fixed assets (8) 1
Provision for investment 2 406
(Decrease)/Increase in provisions (575) 651
Decrease in stock 260 807
Increase in debtors (249) (127)
Increase in creditors 1,693 240
Net Cash Inflow/(Outflow) 3,359 (3,033)
B. Analysis of Net Funds
Non-Cash Exchange
2003 Cash flow Items Movements 2004
£000 £000 £000 £000 £000
Cash at bank 10,143 1,639 – 158 11,940
Bank overdraft (37) 21 – – (16)
Net Cash 10,106 1,660 – 158 11,924
Bank Loans < 1 year – (140) – 5 (135)
Bank Loans > 1 year – (981) – 37 (944)
Hire Purchase (1,405) 40 (1,177) (180) (2,722)
Net Funds 8,701 579 (1,177) 20 8,123
C. Reconciliation of Net Cash Flow to Movements in Net Funds
2004 2003
£000 £000
Increase/(Decrease) in cash in the period 1,660 (4,269)
Cash outflow from decrease in net debt (1,081) (1,416)
Movement in net funds resulting from cash flows 579 (5,685)
Inception of hire purchase agreements (1,177) –
Foreign exchange adjustment 20 (347)
Movement in net funds (578) (6,032)
Opening Balance 8,701 14,733
Closing Balance 8,123 8,701
D. Analysis of Movement in Asset Financing
2004 2003
£000 £000
Hire Purchase
Opening Balance 1,405 23
Inception of hire purchase agreements 1,177 –
Finance received on purchase of tangible fixed assets – 1,439
Foreign exchange adjustment on retranslating lease finance 180 (34)
Repayments made (40) (23)
Closing Balance 2,722 1,405
2004 2003
£000 £000
Bank Loans
Opening Balance ––
Finance received on purchase of tangible fixed assets 1,121 –
Foreign exchange adjustments (42) –
Closing Balance 1,079 – 40 AXIS-SHIELD PLC ANNUAL REPORT & ACCOUNTS 2004
Accounting Policies
The financial statements have been prepared in accordance with applicable Accounting Standards in the United Kingdom. A summary of
the more important Group accounting policies, which have been applied consistently, is set out below.
A. Basis of Accounting
The financial statements are prepared in accordance with the historical cost convention. In accordance with the exemption allowed by
Section 230 of the Companies Act 1985, the Company has not prepared its own Profit and Loss account (refer to note 18 for the Company’s
result for the year).
B. Basis of Consolidation
(i) Subsidiary Companies
The consolidated accounts include the results of the parent company and all of its subsidiaries up to 31 December 2004. In the
period of acquisition, the company acquired is included from the effective date of acquisition. Intragroup sales and profits are
eliminated fully on consolidation.
(ii) Interests in Associated Undertakings
Interests in associated undertakings are accounted for by the equity method and are stated in the consolidated balance sheet at
the investing company’s share of their tangible net assets. The investing company’s share of the results of the associated undertaking
is included in the consolidated Profit and Loss account. These amounts are taken from co-terminous management accounts.
C. Turnover
Turnover represents the value of goods supplied and services rendered to external customers during the period. Royalty revenue relating to
licensed technology is recognised upon shipment of product or when advised by the other party to the royalty contract that the royalty is earned.
Turnover excludes VAT and similar taxes.
D. Research and Development
Expenditure on new product development and commercialisation is written off as incurred.
E. Pension Costs
The Group operates pension schemes for the benefit of its UK and overseas employees. The cost of providing benefits under defined 
benefits schemes is assessed by independent professionally qualified actuaries and is recognised on a systematic basis over employees’
service lives. Contributions to defined contribution pension schemes are recognised in the Profit and Loss account when payable. Under the
transitional arrangements permitted by FRS 17 ‘Retirement Benefits’,the Group is required to disclose the information contained in note 19,
regarding the pension schemes and the figures that would have been disclosed under FRS 17 in the Profit and Loss account and Balance
Sheet had FRS 17 been fully implemented.
F . Fixed Assets
Depreciation is provided on all fixed assets at rates calculated to write off the cost, less estimated residual value, of each asset evenly over its
expected useful life, as follows:
Leasehold improvements – over the shorter of the lease term or useful life
Plant and machinery – 3 - 10 years
Fixtures and fittings – 5 years
Motor vehicles – 3 - 5 years
Leased assets – the shorter of the lease term or useful life
No depreciation is charged on assets under construction.
Provisions are made where necessary to reflect any impairment in value of fixed assets.
G. Goodwill
Goodwill arising on consolidation represents the excess of the fair value of the consideration given over the fair value of the identifiable 
net assets acquired. Purchased goodwill is eliminated by amortisation through the Profit and Loss account over a period of 5 to 20 years.
These are the periods over which the directors estimate that the values of the underlying businesses acquired are expected to exceed the
value of the underlying assets.
In years prior to 2000, goodwill arising on acquisitions was written off to the Goodwill Reserve in the period of acquisition and was
amortised to the Profit and Loss account reserve over 20 years or its economic useful life, whichever was shorter. Following the introduction
of FRS 10, goodwill previously carried in this Goodwill Reserve has been written off against the Profit and Loss account reserve and will be
taken to the Profit and Loss account on subsequent disposal of the related assets. ANNUAL REPORT & ACCOUNTS 2004 AXIS-SHIELD PLC         41
H. Intangible Assets
Acquired research and development projects, patents and trademarks are capitalised. Patents are written off over the period for which they
are valid. Other intangible assets are written off over their expected useful lives through the Profit and Loss account over a period of
5 to 12 years.
I. Financial Instruments
The Group enters into forward contracts for the purchase and/or sale of foreign currencies in order to manage its exposure to fluctuations in
currency rates.
The Group generally hedges foreign exchange transaction exposures up to one year forward. Hedges are put in place using forward contracts
at the time that the forecast exposure becomes reasonably certain. Gains and losses resulting from changes in exchange rates on contracts
designated as hedges of forecast foreign exchange transactions are deferred and included in the measurement of the related foreign currency
transaction in the period they occur.
J. Foreign Currencies
Assets and liabilities expressed in foreign currencies are translated into sterling at exchange rates ruling at the balance sheet date.
Transactions in foreign currencies are translated at the rate of exchange ruling on the date of the transaction.
The financial statements of the overseas subsidiaries are translated into sterling at the exchange rates ruling at the balance sheet date.
Exchange differences arising from the translation of opening balances are taken to reserves. The profits are translated using the average
exchange rate for the year and differences are taken to the Profit and Loss reserve.
K. Grants
Capital grants received are treated as deferred income. A proportion is amortised to the Profit and Loss account annually so that the grant is
written off evenly over the expected useful life of the asset to which it relates. Grants of a revenue nature are credited to income in the period
to which they relate.
L. Stocks
Stocks are stated at the lower of cost and net realisable value. Provision is made for obsolete and slow-moving items.
M. Leases and Hire Purchase Contracts
Operating lease rentals are expensed as incurred.
Assets acquired under hire purchase contracts are included in fixed assets and the capital element of the hire purchase contract is included in
creditors. Hire purchase repayments are allocated between capital and interest and the interest is charged to the Profit and Loss account.
N. Taxation
The charge for ordinary taxation is based on the loss for the year and takes into account full provision for deferred tax, using the approach set
out in FRS 19’Deferred Tax’ in respect of timing differences on a non discounted basis. The introduction of this standard has had no impact on
the results or net assets of the Group. Deferred tax assets are recognised in the financial statements only to the extent that it is more likely
than not that they will crystallise in the immediate future. 42 AXIS-SHIELD PLC ANNUAL REPORT & ACCOUNTS 2004
Notes to the Accounts
1. Segmental Analysis
a) Geographically by origin - 2004
Profit/(Loss) on
Operating Research & Ordinary Activities
Profit before Development Operating Before Interest Net
Turnover R&D Costs Profit/(Loss) and Tax Assets
£000 £000 £000 £000 £000 £000
United Kingdom 13,143 3,078 2,307 771 771 10,932
Nordic Region 39,145 7,891 7,712 179 179 27,087
52,288 10,969 10,019 950 950 38,019
Corporate Costs – (2,236) – (2,236) (2,236) –
52,288 8,733 10,019 (1,286) (1,286) 38,019
a) Geographically by origin - 2003
Operating
Profit before Loss on
R&D & Research & Ordinary Activities
Exceptional Development Operating Before Interest Net
Turnover Items Costs Loss and Tax Assets
£000 £000 £000 £000 £000 £000
United Kingdom 8,591 1,464 2,119 (655) 1,387 12,511
Nordic Region 41,736 6,397 10,760 (6,593) (6,593) 26,325
50,327 7,861 12,879 (7,248) (5,206) 38,836
Corporate Costs – (1,824) – (1,824) (1,824) –
50,327 6,037 12,879 (9,072) (7,030) 38,836
b) Turnover geographically by destination
2004 2003
Total Total
£000 £000
Europe 37,312 38,114
North America 9,342 7,726
Rest of World 5,634 4,487
52,288 50,327
c) Turnover by product area
2004 2004 2003 2003
£000 £000 £000 £000
Point of Care
NycoCard 13,717 13,248
Coagulation 3,440 3,230
Other Point of Care 1,192 1,296
Total Point of Care Products 18,349 17,774
Laboratory Products
Alcohol Related Diseases 1,458 1,629
Homocysteine 6,496 6,812
Infectious Diseases 2,643 2,543
BNP 1,775 50
Anti-CCP 936 457
Anti-Tg/TPO 1,050 1,536
Testosterone 268 –
Sirolimus 232 –
Autoimmune 303 1,735
Other 863 506
Total Laboratory Products 16,024 15,268
Distribution of third party products 17,915 17,285
52,288 50,327 ANNUAL REPORT & ACCOUNTS 2004 AXIS-SHIELD PLC         43
2. Analysis of Total Operating Expenses
2004 2003
£000 £000
Research and Development 10,019 12,879
Marketing 10,065 10,112
Administration 9,091 9,015
29,175 32,006
Exceptional operating expenses – 2,230
29,175 34,236
The operating expenses include depreciation and amortisation including goodwill amortisation.
The exceptional operating expenses in 2003 related to the restructuring costs in the Laboratory Division.
3. Interest
2004 2003
£000 £000
Interest payable
On bank overdraft 46 14
Other interest 89 35
On hire purchase contracts 76
142 55
Interest receivable 
On short-term bank deposits 240 358
Net interest receivable 98 303
4. Loss on Ordinary Activities before Taxation
2004 2003
£000 £000
The loss for the year is stated after charging/(crediting):
Depreciation charge for the period:
- Tangible owned fixed assets 1,369 2,020
- Tangible fixed assets held under finance leases 28 32
Amortisation charge for the period:
- Intangible fixed assets 1,637 1,507
- Goodwill 488 518
Hire of plant and equipment - operating leases 73 60
Hire of motor vehicles - operating leases 243 273
Property rentals 1,679 1,838
Auditors remuneration for audit and non-audit services (see analysis) 251 181
Exchange losses/(gains) 152 (392)
Other grants (512) (623)
(Gain)/loss on sale of fixed assets (8) 1
Amortisation of reverse lease premium – (16)
The exceptional gain in 2003 related to the disposal of the Group’s autoimmune business. 44 AXIS-SHIELD PLC ANNUAL REPORT & ACCOUNTS 2004
4. Loss on Ordinary Activities before Taxation continued
Services provided by the Group’s auditors and network firms
During the year the Group (including its overseas subsidiaries) obtained the following services from the Group’s auditors at costs as detailed below:
2004 2003
£000 £000
Audit Services
- statutory audit (excluding parent company) 124 129
- statutory audit (parent company) 25 25
Further assurance services 56 2
Tax services
- compliance services 17 16
- advisory services 29 9
251 181
Included in the analysis above are fees paid to the Group’s auditors in respect of non-audit services in the UK of £84,000 (2003: £25,000)
5. Directors and Employees
2004 2003
£000 £000
Employee costs:
Wages and salaries 14,623 15,070
Social security costs 2,184 2,090
Other pension costs 1,066 1,061
17,873 18,221
The average number of persons employed during the year was as follows:
2004 2003
£000 £000
Sales and Marketing 133 133
Research and Development 81 73
Production 164 182
Administration 62 67
440 455
The above tabulation excludes the non-executive directors.
The total emoluments of the directors including pension contributions were as follows:
2004 2003
£000 £000
Fees 115 110
Other emoluments 1,405 820
Pension contributions 113 115
1,633 1,045
Five of the directors at 31 December 2004 (2003: four) have individual personal pensions to which the Group contributes.
The emoluments of the highest paid director were as follows:
2004 2003
£000 £000
Aggregate emoluments 410 268
Pension contributions 29 41
439 309
Details of the fees, emoluments and pension contributions attributable to each director during the year are given in the tables headed
‘Directors’ Remuneration’ in the Remuneration Report on pages 18 to 22.
Notes to the Accounts continued ANNUAL REPORT & ACCOUNTS 2004 AXIS-SHIELD PLC         45
6. Taxation
2004 2003
£000 £000
Corporation Tax
UK corporation tax on income for the year ––
Foreign tax on income for the year 51 –
Total corporation tax charge 51 –
The current corporation tax charge is higher (2003: higher) than the standard rate of corporation tax in the UK. The differences are set out below:
Corporation tax reconciliation
Loss on ordinary activities before tax (1,188) (6,727)
Corporation tax credit at 30% (357) (2,018)
Corporation tax charge in Profit and Loss Account 51 –
Total difference 408 2,018
Analysis of Differences
Permanent Disallowables (117) (153)
Deferred Tax Asset not recognised 503 2,171
Other 22 –
408 2,018
7. Loss per Ordinary Share
Loss per ordinary 35p share is calculated on the loss for the year divided by the weighted average number of shares in issue during the year
48,532,875 (2003: 48,532,875). In accordance with FRS14 the potential conversion of ordinary shares having an anti-dilutive effecthas
been excluded from the diluted loss per share calculation. Therefore, the weighted average number of shares in issue on this basis is also
48,532,875 (2003: 48,532,875).
2004 2003
Weighted Weighted
Average Average
No of Loss per No of Loss per
Loss Shares Share Loss Shares share
£000 000 pence £000 000 pence
Basic loss per share (1,239) (48,533) (2.55) (6,727) 48,533 (13.86)
Fully diluted loss per share (1,239) (48,533) (2.55) (6,727) 48,533 (13.86)
8. Intangible Fixed Assets
Intellectual
Property and
Know how Goodwill Total
£000 000 £000
Group Cost
At 1 January 2004 22,973 8,629 31,602
Additions – 201 201
Exchange adjustment 321 144 465
At 31 December 2004 23,294 8,974 32,268
Accumulated amortisation
At 1 January 2004 10,942 2,155 13,097
Amortisation in year 1,637 488 2,125
Exchange adjustment 253 56 309
At 31 December 2004 12,832 2,699 15,531
Net book value
At 31 December 2004 10,462 6,275 16,737
At 31 December 2003 12,031 6,474 18,505 46 AXIS-SHIELD PLC ANNUAL REPORT & ACCOUNTS 2004
Notes to the Accounts continued
8. Intangible Fixed Assets continued
Intellectual property and technical know-how (including patents and trademarks) were acquired from Pharmacia & Upjohn in 1998 and
from Glasgow University in 2002 by Axis-Shield ASA. In 2003 the group acquired a licence to produce certain AxSYM
®
assays. The cost of the
licence will be amortised over the ten year term of the licence agreement.
The goodwill addition in the year relates to the acquisition by Medinor ASA of the business and stock of Norimplant, a small orthopaedic
company based in Norway.
9. Tangible Fixed Assets
Leasehold Plant & Fixtures & Motor Assets under
Improvements Machinery Fittings Vehicles Construction Total
£000 £000 £000 £000 £000 £000
Group cost
At 1 January 2004 5,116 6,482 2,062 22 2,603 16,285
Additions 840 370 390 – 2,247 3,847
Disposals (729) (1,125) (400) – – (2,254)
Transfers – 179 – – (179) –
Exchange adjustment 45 32 35 – 168 280
At 31 December 2004 5,272 5,938 2,087 22 4,839 18,158
Depreciation
At 1 January 2004 2,540 4,473 1,311 8 – 8,332
Charge for year 406 665 321 5 – 1,397
Disposals (729) (1,110) (392) – – (2,231)
Exchange adjustment 19 18 17 – – 54
At 31 December 2004 2,236 4,046 1,257 13 – 7,552
Net book value 
At 31 December 2004 3,036 1,892 830 9 4,839 10,606
At 31 December 2003 2,576 2,009 751 14 2,603 7,953
During 2003 the Group entered into a leasing agreement for its new AFINION
TM
production line in Oslo. Of the total expenditure of
£4,839,317 on the project to 31 December 2004 the Group had received £3,518,721 in medium term finance. As a condition of the leasing
agreement both Axis-Shield plc and its subsidiary Axis-Shield ASA have given securities of Euro 8,834,300 to Elcon Finans AS and securities of
NOK 12,500,000 to Nordea Finans AS.
Included in plant and machinery are assets purchased under finance lease and hire purchase agreements with a cost of £198,261 
(2003: £Nil) and accumulated depreciation of £25,571 (2003: £Nil).
Included in assets under construction are assets purchased under finance lease and hire purchase agreements with a cost of £2,447,427
(2003: £1,405,059) and accumulated depreciation of £Nil (2003: £Nil). The difference between the cost of the asset purchased and cash
received has arisen due to the movement of the Norwegian Krone exchange rate against Sterling during the year. ANNUAL REPORT & ACCOUNTS 2004 AXIS-SHIELD PLC         47
10. Investments
a) Group
Other
Associate Investments Total
£000 000 £000
Cost or Valuation
At 1 January 2004 27 1,538 1,565
Exchange adjustments –88
At 31 December 2004 27 1,546 1,573
Provisions
At 1 January 2004 – 1,467 1,467
Provided in the year 2– 2
Exchange adjustments –66
At 31 December 2004 2 1,473 1,475
Net book value
At 31 December 2004 25 73 98
At 31 December 2003 27 71 98
b) Company
£000
At 1 January 2004 and 31 December 2004 62,933
c) Investments in subsidiary undertakings
Proportion of nominal
value shares held by Country of
Description of Issued Shares Group Company Incorporation
Axis-Shield Diagnostics Limited Ordinary shares of 9p 100% United Kingdom
Plasmatec Laboratory Products Limited Ordinary shares of £1 100% United Kingdom
Axis-Shield ASA Ordinary shares of 0.5 NOK 100% Norway
Axis-Shield Development AS Ordinary shares of 1,000 NOK 100% Norway
Axis-Shield R&D AS Ordinary shares of 1,000 NOK 100% Norway
Axis-Shield Dia AS Ordinary shares of 1,000 NOK 100% Norway
Axis-Shield Nord AS Ordinary shares of 100 NOK 100% Norway
Axis-Shield Point-of-Care AS Ordinary shares of 1,000 NOK 100% Norway
Axis-Shield AD 1 AS Ordinary shares of 1,000 NOK 100% Norway
Axis-Shield AD 11 AS Ordinary shares of 1,000 NOK 100% Norway
Axis-Shield AD 111 AS Ordinary shares of 1,000 NOK 100% Norway
Axis-Shield AD IV AS Ordinary shares of 1,000 NOK 100% Norway
Medinor ASA Ordinary shares of 1.5 NOK 100% Norway
Promedico AS (non-trading) Ordinary shares of 500 NOK 100% Norway
Normedica AS (non-trading) Ordinary shares of 5,000 NOK 100% Norway
Medinor  AB Ordinary shares of 100 SEK 100% Sweden
Medinor  AS Ordinary shares of 100 DKK 100% Denmark
Medinor  Oy Finland AB Ordinary shares of 80 EUR 100% Finland
ScanAx AS Ordinary shares of 50 NOK 100% Norway
Porton Cambridge Limited (non-trading) Ordinary shares of 10p 100% United Kingdom
Guardian Laboratory Products Limited (non-trading) Ordinary shares of £1 100% United Kingdom
Shield Immunologicals Limited (non-trading) Ordinary shares of £1 100% United Kingdom
Invitech Limited (non-trading) Ordinary shares of £1 100% United Kingdom
All of the non-dormant companies listed above are involved with medical diagnostic products.
On 18 June 2004 the Group deregistered TTP Limited. 48 AXIS-SHIELD PLC ANNUAL REPORT & ACCOUNTS 2004
Notes to the Accounts continued
d) Associate
Country of Proportion of nominal Accounting
Incorporation Description of shares held value of shares held Year End
Kolnes & Hammer ASA Norway Ordinary shares of 1,000 NOK 30% 31 December
Kolnes & Hammer ASA is a company engaged in the distribution of opthalmic products.
e) Other Investments
Other investments relate to investments in Jenka Electronics AS, A/C Diagnostics LLC and Alcodia AB, Sweden.
The Group holds 25% of the ordinary share capital in Jenka Electronics AS, a company incorporated in Denmark at a cost of £50,000. 
The Group does not have significant influence over its operating and financial policies and therefore this investment has not been equity
accounted. In the period to 31 December 2004 Jenka made a profit of £371,000 after tax and had net assets at that date of £923,000.
The Group continues to provide 100% against the initial investment of £759,000 in A/C Diagnostics together with all the additional monies
advanced due to the high risk associated with this investment. The Group will, however, continue to pursue recovery of its investment.
The Group holds a 32% interest in Alcodia AB, a company incorporated in Sweden. The Group does not have significant influence over its
operating and financial policies and therefore this investment has not been equity accounted. The Company did not trade during the year,
and the Group continues to provide 50% against the initial investment of £34,000.
11. Stocks
Group Group
2004 2003
£000 £000
Raw materials and consumables 1,646 1,944
Work in progress 1,408 1,748
Finished goods 4,950 4,470
8,004 8,162
12. Debtors
Group Group Company Company
2004 2003 2004 2003
£000 £000 £000 £000
Due within one year
Trade debtors 7,902 7,358 – –
Due by associates 2 54 – –
Other debtors 952 1,113 – –
Prepayments 964 891 – –
9,820 9,416 – –
Due after one year
Amount due from subsidiaries – – 6,952 6,697
Other debtors 10 10 – –
10 10 6,952 6,697
Total debtors 9,830 9,426 6,952 6,697
13. Cash at Bank
Of the balances held at the bank, the sum of £361,662 (2003: £433,575) has been specifically pledged in respect of a guarantee entered
into with the landlord of the head office in Dundee and the Bank of Scotland. This guarantee is in relation to the rental guarantee for the
property lease. ANNUAL REPORT & ACCOUNTS 2004 AXIS-SHIELD PLC         49
14. Creditors
Group Group Company Company
2004 2003 2004 2003
£000 £000 £000 £000
Amount falling due within one year
Bank overdrafts 16 37 – –
Bank Loans (secured) 135 – – –
Trade creditors 5,057 4,139 – –
Corporation Tax 13 – – –
Other taxation and social security payable 1,382 1,357 – –
Lease and hire purchase creditor 195 58 – –
Accruals and other creditors 6,716 5,071 – –
13,514 10,662 – –
Amount falling due after more than one year
Lease Finance creditor 377 176 – –
Bank Loans (secured) 135 – – –
Other creditors 579 601 4 –
In more than 1 year, but not more than 2 years 1,091 777 4 –
Lease Finance creditor 1,127 1,171 – –
Bank Loans (secured) 405 – – –
Other creditors 1,205 1,823 31 –
In more than 2 years, but not more than 5 years 2,737 2,994 31 –
Lease Finance creditor 1,023 – – –
Bank Loans (secured) 404 – – –
Other creditors ––––
In more than 5 years 1,427 – – –
Total 5,255 3,771 35 –
15. Deferred Tax
In accordance with Group accounting policy, the following potential deferred tax assets have not been recognised:
2004 2003
£000 £000
Accelerated capital allowances 563 120
Other short-term timing differences 960 3,918
Tax losses carried forward 13,824 11,352
15,347 15,390
16. Group Provisions for Liabilities and Charges
Onerous Lease Restructuring Pensions Total
£000 £000 £000 £000
At 1 January 2004 391 620 7 1,018
Charged to profit and loss account – – 512 512
Service costs net of other financial increases and actuarial gain – – (101) (101)
Contributions in the year – – (585) (585)
Utilised in the year (119) (500) – (619)
Exchange adjustments 7 11 184 202
At 31 December 2004 279 131 17 427
The provisions for onerous lease and restructuring relate to the costs arising from the transfer of production of some of the laboratory division
products from the Group’s site in Oslo to Dundee. The remainder of the restructuring provision will be utilised in 2005. The onerous lease
provision will be utilised by 2007. The pensions provision of £17,000 (2003: £7,000) represents actuarial valuation of pension scheme
deficits in respect of Medinor ASA employees and Nycomed Pharma AS employees who transferred to Axis-Shield PoC. 50 AXIS-SHIELD PLC ANNUAL REPORT & ACCOUNTS 2004
Notes to the Accounts continued
17. Called up Share Capital
The allotted and fully paid share capital at 31 December 2004 was as follows:
Group and Company 2004 Group and Company 2003
Equity share capital Number £000 Number £000
Authorised
Ordinary Shares of 35p each 62,000,000 21,700 62,000,000 21,700
Allotted, called up and fully paid
Ordinary Shares of 35p each 48,532,875 16,987 48,532,875 16,987
Number Nominal Value Share Premium
££
Issued share capital of the Group
At 1 January 2004 and 31 December 2004 48,532,875 16,986,505 49,189,499
At 31 December 2004 options under the Company’s Approved, Medium Term and Employee Sharesave Schemes, exercisable between 2005
and 2014 at prices ranging from 140p to 702p, were outstanding in respect of 4,279,160 ordinary shares. Details of the share option plans
are given in the Directors’ Report on pages 30 to 33. Directors’ entitlement to share options is given in the Remuneration Report on pages 18 to 22. 
18. Share Capital and Reserves Attributable to Equity Shareholders
a) Group
Share Capital Merger
Share Capital Premium Profit & Loss Redemption Reserve Total
£000 £000 £000 £000 £000 £000
At 1 January 2004 16,987 49,189 (45,506) 244 17,922 38,836
Retained loss – – (1,239) – – (1,239)
Foreign exchange gains – – 422 – – 422
At 31 December 2004 16,987 49,189 (46,323) 244 17,922 38,019
The cumulative amount of goodwill relating to acquisitions made prior to 31 March 1998 and which has been eliminated against reserves is
£7,473,800 (2003: £7,473,800).
b) Company
Share Capital Merger
Share Capital Premium Profit & Loss Redemption Reserve Total
£000 £000 £000 £000 £000 £000
At 1 January 2004 16,987 49,189 (362) 244 4,005 70,063
Retained profit – – 149 – – 149
At 31 December 2004 16,987 49,189 (213) 244 4,005 70,212
19. Pension Scheme Arrangements
Axis-Shield Diagnostics Limited, Medinor ASA, Axis-Shield ASA and Axis-Shield PoC AS operate pension schemes for their employees.
The Group has continued to account for pensions in accordance with SSAP 24 ‘Accounting for Pension Costs’ and has continued to account for
the overseas pension schemes under Norwegian GAAP , as the directors do not consider there to be a significant difference in the accounting
treatment. The disclosures given in (a) below are those required under SSAP24. FRS 17 Retirement Benefits was issued in November 2000 but
will not be mandatory for the Group. The conversion to International Financial Reporting Standards (‘IFRS’) on 1 January 2005 will result in
FRS17 never being adopted by the Group. Under IFRS the pension schemes will be accounted for under IAS19 ‘Employee Benefits’. The
additional disclosures required by FRS17 do still apply to these financial statements, and are set out in table (b).
a) SSAP 24 Accounting for pension costs 
Defined Contribution Schemes
The assets of the Axis-Shield Diagnostics Limited Scheme are held separately from those of the Group in an independently administered 
fund and contribution costs for the year are charged to the Profit and Loss account. The contributions for the year amounted to £291,000
(2003: £260,000). Outstanding pension contributions for the year amounted to £2,493 (2003: £Nil). ANNUAL REPORT & ACCOUNTS 2004 AXIS-SHIELD PLC         51
Defined Benefit Schemes
The Axis-Shield ASA, Medinor ASA and Axis-Shield PoC AS schemes give the rights to defined future benefits. These are mainly dependent on
the number of earning years, salary level at pension age, and the amount of benefits from the National Insurance Scheme. The commitments
are covered through an insurance company and are compliant with the requirements of Norwegian securities laws. Axis-Shield PoC AS also
operates an insured pensions scheme. This includes an agreed early retirement scheme which is part of the national wage negotiation.
Pension costs relating to each scheme operating in the Nordic countries are charged in accordance with Norwegian accounting standards.
Formal valuations of each scheme have been carried out by Vesta Aktuartjenester AS, who are independent, professionally qualified
actuaries, on 6 January 2005 using the following assumptions.
2004 2003 2002
Rate of increase in salaries 2.5% 2.5% 2.5%
Rate of increase in pensions in payment 2.5% 2.5% 2.5%
Discount rate 6.0% 6.0% 6.0%
Inflation assumption 2.5% 2.5% 2.5%
Contributions for the year for all the Nordic region pension schemes totalled £584,590 (2003: £685,600). Outstanding pension contributions
for the year amounted to £Nil (2003: £Nil).
b) FRS 17 Retirement Benefits
The amounts charged to operating profit, credited to other finance income and the amount recognised in the statement of total and
recognised gains and losses which would have been required under FRS 17 are set out below:
i) Analysis of amount charged to operating profit
2004 2003
£000 £000
Current Service Cost 500 454
Past Service Cost 12 12
Total Operating Charge 512 466
ii) Analysis of amount credited to other finance income
2004 2003
£000 £000
Expected return on pension scheme assets 309 275
Interest on pension scheme liabilities (312) (295)
Net Cost (3) (20)
iii) Analysis of amount recognised on statement of total recognised gains and losses (STRGL)
2004 2003
£000 £000
Actual return less expected return on pension scheme assets 24 (256)
Experience gains and losses arising on the scheme liabilities (82) 41
Changes in assumptions underlying the present value of the scheme liabilities (51) –
Actuarial loss recognised in STRGL (109) (215) 52 AXIS-SHIELD PLC ANNUAL REPORT & ACCOUNTS 2004
Notes to the Accounts continued
19. Pension Scheme Arrangements continued
iv) The assets of the scheme and the expected rates of return were:
2004 2004 2003 2003 2002 2002
% £000 % £000 % £000
Equities 11% 699 8% 553 8% 294
Bonds 5% 2,097 5% 3,041 6% 2,942
Property 8% 860 8% 691 8% 714
Cash/Other 3% 1,721 2% 323 6% 252
Total market value of assets 5,377 4,608 4,202
Present value of scheme liabilities (6,284) (5,482) (5,137)
Deficit of the scheme (907) (874) (935)
Related deferred tax asset/(liability) – – –
Net pension liability (907) (874) (935)
The assumptions of the scheme are the same as those detailed in Note 19a.
The Group Net Assets and Reserves and the adjustment for the net pensions liability which would have been required under FRS 17 are set
out below:
v) Group Net Assets
2004 2003
£000 £000
Net assets excluding pension liability 38,019 38,836
Pension liability (907) (874)
Net assets including pension liability 37,112 37,962
vi) Group Reserves
2004 2003
£000 £000
Profit and Loss reserve excluding pension liability (46,323) (45,506)
Pension liability (907) (874)
Profit and Loss reserve (47,230) (46,380)
vii) Movement in deficit during the year
2004 2003
£000 £000
Deficit in schemes at beginning of the year (874) (935)
Movement in year:
Current service cost (500) (454)
Past service costs (12) (12)
Contributions 585 686
Other finance costs (3) (20)
Actuarial loss (109) (215)
Exchange gain 676
Deficit in schemes at end of the year (907) (874)
The Group has agreed to increase the premiums payable into the pension schemes between 2004 and 2008 to address the deficit in the
schemes. ANNUAL REPORT & ACCOUNTS 2004 AXIS-SHIELD PLC         53
viii) History of experience gains and losses
2004 2003 2002
Difference between the actual and expected return on scheme assets:
Amount (£000) 24 (256) (178)
Percentage of scheme assets 0.4% 5.6% 4.2%
Experience gains and losses on scheme liabilities:
Amount (£000) (82) 41 (334)
Percentage of the present value of the scheme liabilities 1.3% 0.7% 6.5%
Total amount recognised in statement of total recognised gains and losses
Amount (£000) (109) (215) (512)
Percentage of the present value of the scheme liabilities 1.7% 3.9% 10.0%
20. Operating Lease Commitments
At 31 December 2004 the Group had annual commitments under non-cancellable operating leases as follows:
Land & Plant & Motor
Buildings Machinery Vehicles Total
£000 £000 £000 £000
When the lease expires:
Within one year 68 4 92 164
In the second to the fifth year 1,544 55 124 1,723
After the fifth year 356 – – 356
1,968 59 216 2,243
At 31 December 2003 the Group had annual commitments under non-cancellable operating leases as follows:
Land & Plant & Motor
Buildings Machinery Vehicles Total
£000 £000 £000 £000
When the lease expires:
Within one year 79 8 57 144
In the second to the fifth year 113 41 175 329
After the fifth year 1,697 6 – 1,703
1,889 55 232 2,176
21. Capital Commitments
The following commitments existed at the Balance Sheet dates:
2004 2003
£000 £000
Group
Contracts placed for future capital expenditure not provided in the accounts 81 1,333
22. Related Party Transactions
At 31 December 2004 Medinor ASA had a debtor balance of £1,973 (2003: £54,000) due from its associate, Kolnes & Hammer ASA. During
2004 Medinor ASA had sales to Kolnes & Hammer ASA of £4,298 (2003: £5,355) and received interest from them of £1,865 (2003: £5,096). 54 AXIS-SHIELD PLC ANNUAL REPORT & ACCOUNTS 2004
Notes to the Accounts continued
23. Financial Instruments
The Group’s financial instruments comprised borrowings, some cash and liquid resources and various items such as trade debtors and trade
creditors that arise directly from its operations. It is, and has been throughout the year, the Group’s policy that no trading in financial
instruments should be undertaken. 
Short-term debtors and creditors have been excluded where permitted by FRS 13.
The main risks arising from the Group’s financial instruments are foreign currency and interest rate risks.
a) Foreign currency risk
At 31 December 2004 the Group had three significant overseas subsidiaries, Axis-Shield ASA, Medinor ASA, and Axis-Shield PoC AS which
operate in the Nordic Region and whose turnover and expenses are denominated in Norwegian Kroner, Swedish Kroner, Danish Kroner and
Euro. As a result, the Group’s Sterling balance sheet can be affected by the exchange rates ruling at 31 December. The Group also has
transactional currency exposures arising from sales or purchases by an operating unit in currencies other than the unit’s functional currency
(defined as the net amount of trade and inter-company debtors less trade and inter-company creditors).
The table below details the extent to which Group companies have monetary assets and liabilities in currencies other than their local
currency. Foreign exchange differences on retranslation of these balances are taken to the Profit and Loss account of Group companies and
the Group.
2004 2003
Norwegian Norwegian
Sterling Krone Total Sterling Krone Total
£000 £000 £000 £000 £000 £000
Sterling – (1,114) (1,114) – (3,589) (3,589)
US Dollar (1,590) 73 (1,517) (2,457) 218 (2,239)
Norwegian Krone – – – (2) – (2)
Euro (127) 741 614 (65) 667 602
Japanese Yen (4) 180 176 – 148 148
Australian Dollar (2) – (2) – – –
Swiss Franc – 551 551 – 520 520
Swedish Krone – 90 90 (3) (51) (54)
Danish Krone – 183 183 – (6) (6)
Total (1,723) 704 (1,019) (2,527) (2,093) (4,620)
The above tabulation includes a Sterling inter-company liability of £872,899 held in Norway.
The meaning given to functional currency for the above tabulation is the net amount of trade and inter-company debtors less trade and
inter-company creditors.
b) Interest rate risk of financial liabilities
The Group does not have a formal policy to manage the exposures of financial liabilities but seeks to minimise levels of borrowing and take
advantage of fixed rates of interest where possible.
The interest rate risk profile of the Group’s financial liabilities at 31 December 2004 was as follows:
Non-Interest Floating Rate
Bearing Financial Total
Liabilities Liabilities Borrowings
£000 £000 £000
Currency
US Dollar 2,210 – 2,210
Euro – 2,722 2,722
Norwegian Krone 279 1,079 1,358
Total 2,489 3,801 6,290 ANNUAL REPORT & ACCOUNTS 2004 AXIS-SHIELD PLC         55
The interest risk profile of the Group’s financial liabilities at 31 December 2003 was as follows:
Non-Interest Floating Rate
Bearing Financial Total
Liabilities Liabilities Borrowings
£000 £000 £000
Currency
US Dollar 2,945 – 2,945
Euro – 1,405 1,405
Norwegian Krone 391 – 391
Total 3,336 1,405 4,741
The Euro floating rate financial liabilities interest rate is calculated on the basis of 3 months EURIBOR (Frankfurt Interbank Offered Rate) plus
0.90% which applies for the remaining term of the agreement which expires in 2011. The Norwegian Krone floating rate financial liabilities
interest rate is calculated on the basis of 3 months NIBOR (Norwegian Interbank Offered Rate) plus 0.75% which applies for the remaining
term of the agreement which expires in 2012.
All of the Group’s other creditors are excluded from the above table due to the exclusion of the short-term items.
c) Interest rate risk of financial assets
The Group places surplus funds on short-term deposits. The Group does not have a formal policy to manage the exposures of these deposits
to the movements in the interest rate. However, the Group does take advantage of the best available rates to it while retaining flexibility for
working capital needs.
2004 2003
Cash at Bank Fixed rate Cash at Bank Fixed rate
and in hand deposits Total and in hand deposits Total
£000 £000 £000 £000 £000 £000
Sterling 6,177 – 6,177 1,366 4,397 5,763
Norwegian Krone 1,872 – 1,872 2,722 – 2,722
Danish Krone 178 – 178 8 – 8
Swedish Krone 466 – 466 560 – 560
Japanese Yen 57 – 57 9 – 9
US Dollar 607 793 1,400 620 – 620
Euro 1,790 – 1,790 424 – 424
Total 11,147 793 11,940 5,709 4,397 10,106
The fixed rate deposits in US Dollars are placed with banks for up to 12 months and earn interest at a fixed rate up to 2.35%. Cash at bank
earns interest in Norway at a rate of 1.35% to 1.95% and in the United Kingdom 0.18% to 4.80%. The Sterling Cash at Bank and in hand
figure includes a book overdraft of £16,000 (2003: £37,000).
d) Maturity of financial liabilities
The maturity profile of the carrying amount of the Group’s financial liabilities, other than short-term creditors and accruals at
31 December 2004 was as follows:
2004 2003
Finance Finance
Debt Leases Total Debt Leases Total
£000 £000 £000 £000 £000 £000
Due in one year or less, or on demand 758 195 953 665 58 723
Due in more than 1 year, but not more than 2 years 758 377 1,135 665 176 841
Due in more than 2 years, but not more than 5 years 1,648 1,127 2,775 2,006 1,171 3,177
Due in more than 5 years 404 1,023 1,427 – – –
3,568 2,722 6,290 3,336 1,405 4,741 56 AXIS-SHIELD PLC ANNUAL REPORT & ACCOUNTS 2004
23. Financial Instruments continued
e) Borrowing facilities
Barclays Bank PLC continue to provide Axis-Shield plc with an overdraft facility to assist with the working capital finance requirements of
the Group.
The facility granted is the lower amount of 70% of the monthly trade debtor figure or £5,000,000. The facility, which is repayable on
demand, bears an interest rate of 1.9% above the bank’s base rate and is scheduled for review by 30 October 2005.
f) Fair values of financial assets and financial liabilities
The Group does not consider there to be any material differences between the stated book value and the fair value of financial assets and
financial liabilities other than those disclosed in Note 23g.
g) Hedges
As explained in the Financial Review on page 14, the Group’s policy is to hedge currency risk using forward foreign currency contracts for
foreign currency debtors and creditors.
The table below shows the extent to which the Group has off-balance sheet (unrecognised) gains and losses in respect of financial
instruments used as hedges at the beginning and end of the year. It also shows the amount of such gains and losses which have been
included in the Profit and Loss account for the year and those gains and losses which are expected to be included in the next year’s or later
Profit and Loss accounts.
All the gains and losses on maturity of the hedging instruments are expected to be matched by losses and gains on the hedged transactions
or positions.
Total Net
Gains and
Gains Losses Losses
£000 £000 £000
Unrecognised gains on hedges at 1 January 2004 419 – 419
Gains arising in 2003 that were recognised in 2004 (384) – (384)
Gains arising in 2004 that were not recognised in 2004 670 – 670
Unrecognised gains on hedges at 31 December 2004 705 – 705
The above unrecognised gains are expected to be included in 2005 and 2006 income.
Notes to the Accounts continued ANNUAL REPORT & ACCOUNTS 2004 AXIS-SHIELD PLC
Corporate Directory
Chairman (Non-Executive)
Nigel J Keen
Chief Executive Ofﬁcer
Svein W F Lien
Finance Director
Paul M Garvey
Group Managing Director, 
Laboratory Division
Ian D Gilham
Group Managing Director,
Point-of-Care Division
Olav Steinnes
Chief Scientiﬁc Ofﬁcer
Erling M H Sundrehagen
Non-Executive Director
Erik Hornnaess
Non-Executive Director
G Gordon McAndrew
Non-Executive Director
Linda McGoldrick
Non-Executive Director
M J (Bay) Green
Principal Place of Business and 
Registered Ofﬁce
The Technology Park, Dundee DD2 1XA
Corporate Financial
Advisers/Stockbrokers
Nomura, Nomura House,
1 St Martin’s-Le-Grand,
London, EC1A 9NP
Carnegie ASA, Stranden 1, Aker Byrgge,
Postboks 684 Sentrum
NO-0106 Oslo, Norway
Corporate Legal Advisers
Shepherd & Wedderburn WS,
155 St Vincent Street, Glasgow, G2 5NR 
Thommessen Krefting Greve Lund AS,
Haakon VII’s g 10, PO Box 1484 Vika,
0116 Oslo, Norway
Independent Auditors
PricewaterhouseCoopers LLP ,
Kintyre House, 209 West George Street,
Glasgow G2 2LW
Bankers
Bank of Scotland, 2 West Marketgait,
Dundee DD1 1QN
Registrars and Transfer Ofﬁce
Lloyds TSB Registrars Scotland,
PO Box 28506, Finance House,
Orchard Brae, Edinburgh EH4 1XZ
(Tel: 0131 527 3514)
Norwegian VPS
Nordea Bank Norge ASA
VPS-Utsteder
Postboks 1166 Sentrum,
N-0107 Oslo, Norway
Registered in Scotland
Number 145200 Axis-Shield Diagnostics Limited
Luna Place, The Technology Park
Dundee DD2 1XA, Scotland
Tel: +44 (0)1382 422000
Fax: +44 (0)1382 422088
e-mail: shield@uk.axis-shield.com
Website: www.axis-shield.com
Axis-Shield Diagnostics Limited
UK Sales Division
Bicton Industrial Park, Unit 5 Ouse Road
Kimbolton, Cambs PE28 0LP, England
Tel: +44 (0)1480  862100
Fax: +44 (0)1480  862101
e-mail:mike.younghusband@axis-shielduk.com
Website: www.axis-shielduk.com
Axis-Shield ASA
Ulvenveien 87, PO Box 206 Økern
N-0510 Oslo, Norway
Tel: +47 22 70 06 00
Fax: +47 22 70 07 70
e-mail: axis@no.axis-shield.com
Website: www.axis-shield.com
Plasmatec Laboratory Products Limited
Unit 29, Dreadnought Trading Estate
Bridport, Dorset DT6 5BU, England
Tel: +44 (0)1308 421829
Fax: +44 (0)1308 421846
e-mail: martin@plasmatec.demon.co.uk
Website: www.plasmatec.uk.com
Axis-Shield PoC AS
Marstrandgata 6, PO Box 6863 Rodeløkka
N-0504 Oslo, Norway
Tel: +47 22 04 20 00
Fax: +47 22 04 20 01
Websites: www.axis-shield-poc.com
www.aﬁnion.net
Axis-Shield USA
10 Commerce Way, Norton, 
MA 02776, USA
Tel: (00)1 508 285 4840
Fax: (00)1 508 285 4870
e-mail : john.sperzel@no.axis-shield.com
Website : www.axis-shield.com
Medinor ASA
Nils Hansens vei 4, PO Box 94, Bryn
N-0611 Oslo, Norway
Tel: +47 22 07 65 00
Fax: +47 22 07 65 05
e-mail: medinor@medinor.no
Website: www.medinor.no
Medinor Sweden AB
Tryffelslingan 12, PO Box 1215
SE-181 24 Lidingo, Sweden
Tel: +46 8 544 812 00
Fax: +46 8 767 75 75
e-mail: hakan.jansson@medinor.se 
Website: www.medinor.se
Medinor Denmark AS
Langebjerg 35B, PO Box 321
DK – 4000 Roskilde, Denmark
Tel: +45 70 15 1041
Fax: +45 70 15 5262
e-mail: peter.albeck@medinor.dk
Medinor Finland Oy Ab
Rajatorpantie 41 B
FIN-01640 Vantaa, Finland
Tel: +358 9 8520 2400
Fax: +358 9 8520 2410
e-mail: anne.vaari@medinorﬁnland.ﬁ
Axis-Shield plc
Luna Place, The Technology Park
Dundee DD2 1XA, Scotland
Tel: +44 (0)1382 422000
Fax: +44 (0)1382 561201
e-mail: shield@uk.axis-shield.com
Website: www.axis-shield.com
www.axis-shield.com
AXIS-SHIELD PLC ANNUAL REPORT & ACCOUNTS 2004