2014 FINANCIAL STATEMENTS

Transcription

1 2014 FINANCIAL STATEMENTS Contents Board of Directors report Consolidated statement of comprehensive income, IFRS... 8 Consolidated balance sheet, IFRS... 9 Consolidated cash flow statement, IFRS Statement of changes in shareholders equity, IFRS Notes to the consolidated financial statements, IFRS Parent company income statement, FAS Parent company balance sheet, FAS Parent company cash flow statement, FAS Parent company s notes to financial statements, FAS Review of accounting books and journal types Signatures for Annual Reports Auditors note Auditor s report... 43

2 BOARD OF DIRECTORS REPORT 2014 Oras Invest, an industrial owner Oras Invest is a family company with 70 years of tradition in industrial entrepreneurship. Oras Invest focuses its ownership on industrial companies, in which it has a substantial understanding of the industry, business characteristics and development potential. The aim is to create long-term sustainable value growth. Group structure Oras Oy (100%) has been a subsidiary of Oras Invest Group and Uponor Corporation (22.6%), Kemira Oyj (18.2%) and Tikkurila Oyj (18.1%) associated companies of Oras Invest Group for the whole financial period. The Oras Group is a subgroup of the Oras Invest Group. The Oras Group consists of 100% owned companies in 13 European countries, with Oras Ltd as the parent company. The financial statements of the consolidated Group have been prepared according to IFRS, International Financial Reporting Standards. The financial statements of the parent, Oras Invest Ltd, have been prepared according to FAS, Finnish Accounting Standards. Oras Invest Group financial performance In Oras Invest Group s financial statements Oras Group is fully consolidated (ownership 100%), and Uponor Corporation, Kemira Oyj and Tikkurila Oyj are accounted for by the equity method as associated companies. Oras Group is preparing its own consolidated financial statements. Full financial statements are available from Oras Ltd s headquarters. The Net Asset Value (NAV) at the end of the year 2014 was EUR 732 million (776). NAV consists of the market values of the holdings in Uponor, Tikkurila and Kemira, and the value of Oras Group calculated as EBITDA 8 less net debt. Total Shareholder Return (TSR) for the financial period was 6% (26%). Oras Invest Group s liquid assets on December 31, 2014 were EUR 31.2 million (95.0). The balance sheet total was EUR million (698.4) and the shareholders equity EUR million (315.3). Oras Invest Ltd net sales and operating result Oras Invest Ltd continued to receive royalties from Oras Ltd. The royalty is based on the utility value of patents owned by Oras Invest Ltd. At an annual level, this generated net sales of EUR 0.4 million (0.7). The net sales of the parent company during the financial period were EUR 0.6 million (0.9). Oras Invest Ltd s income from dividends during the financial period was EUR 27.7 million. During the year 2014, Uponor Corporation paid a dividend of EUR 0.38 per share, which means that Oras Invest Ltd received EUR 6.3 million (6.3). Kemira Oyj paid a dividend of EUR 0.53 per share, which means that the total amount of dividends from Kemira was EUR 15.0 million (15.0). Tikkurila Oyj paid a dividend of EUR 0.80 per share, which means that Oras Invest Ltd received EUR 6.4 million (6.1). Oras Ltd paid out no dividends (no dividends in 2013), but paid EUR 4.0 million as group contribution to Oras Invest Ltd (4.6). The results of the parent company Oras Invest Ltd for the financial period were EUR 27.7 million (27.4). Financial status and financing The liquid assets of Oras Invest Ltd at December 31, 2014 were EUR 0.05 million (0.05). The balance sheet total was EUR million (635.6). The shareholders equity was EUR million (485.0) and the dividends distributed totaled EUR 1.5 million. The liquidity of the company was good. During the financial period the interest bearing loans were amortised with EUR 26.2 million. At the end of 2014, total loans of Oras Invest Ltd amounted to EUR million (145.1). The debts to investments at market value ratio was 14% (16%). Changes in industrial holdings During the financial period there were no changes in the industrial holdings. R&D, environment and safety Oras Invest Ltd is an industrial owner, and has no R&D or environmental activities. The activities of the industrial holdings are presented as a part of the respective financial statements. Main events after the year-end There were no major events after the year-end. Oras Invest Outlook 2015 As an industrial owner, Oras Invest s outlook is directly related to the guidance s published by its industrial holdings and are presented as part of the respective financial statements. Risks The main risks at Oras Invest Ltd arise from the long-term ownership in the core investments. As there is a high exposure to a specific industry, changed market conditions may have an effect on the profitability of the companies. The industry-specific risk is shared by four industrial holdings. Oras Invest Ltd s holdings are in companies where the home currency is euro. That is why the currency risk in Oras Invest Ltd is indirect, and it arises from the international operations of each of the owned companies. As the result of changing conditions in the financial market it may happen that new funding is not available or its cost is increasing. The interest rate risk is managed with derivative contracts. The normal risks related to the industrial operations and product liability of Oras Group are covered by insurance. There are no ongoing litigations that could result in significant liability for damages. 2

3 Shares The share capital of the company is as follows: A shares (1 vote/share) 217, ,350 All shares have an equal right to dividends and the company s assets. Dividend proposal The Board of Directors proposes that Oras Invest Ltd distributes a EUR 9.20 dividend per share, totaling EUR 1,999,620. The remainder of the profit for the year will remain in retained earnings. No material changes have taken place in the company s financial position after the balance sheet date. The liquidity of the company is good and the proposed dividend does not endanger the cash position of the company. Organization, management and the auditors of the company The Board of Directors: Pekka Paasikivi (chairman), Ulf Mattsson, Kaj Paasikivi, Vesa Puttonen, Frank Stangenberg- Haverkamp and Christoph Vitzthum. CEO: Jari Paasikivi Auditors: Authorized Public Accountant Heikki Ilkka (Ernst & Young Oy) and Ernst & Young Oy with Authorized Public Accountant Minna Toivonen as the responsible auditor. ORAS INVEST LTD KEY FIGURES FAS Net sales EUR million Operating profit EUR million Profit for the financial period EUR million Shareholders equity EUR million Total assets EUR million Shareholders equity/total assets % Average number of personnel Cash Flow EUR million

4 ORAS GROUP Revenue EUR million (2013: 156.7, pro-forma net sales 2013: 252.7) Equity ratio 36.5% (26.1%) Operative EBITDA EUR 36.3 million (pro-forma 2013: 28.5) The structural integration is completed, implementation of common systems and tools continues Oras Group strategy Our way forward was presented to the personnel and the implementation began Sales growth was achieved in key markets, especially in Germany and Finland. The company s position in the professional channel was strengthened during the year. An assortment of electronic products using Oras technology was introduced under the Hansa brand (HANSASENSeTION) in March. A second wave of HANSASEN- SeTION followed later in the year. The design-oriented part of the Hansa line-up was launched on the Nordic markets as a new choice for designers and architects. A strategic product portfolio road map was created and the results of the first Oras Group product development efforts will be presented at the ISH trade fair in March Operating profit was EUR 24.6 million (8.8). Operating profit includes EUR 2.2 million in one-time expenses. Oras Group s balance sheet total was EUR million (315.9). Group equity was EUR 90.7 million (82.5) and the equity ratio was 36.5% (26.1). Group contribution to Oras Invest Ltd of EUR 4.0 million is recorded through equity (4.6). The balance sheet as per December 31, 2013 included EUR 69.5 million short term loans. These were paid in January Productivity in the manufacturing units improved. The main focus was and continues to be on delivery performance and quality. Significant synergies were indentified and realized in purchasing. The development of the logistics network to serve the new constellation began. Oras Group s capital expenditure totalled EUR 4.4 million (3.8). The whole office staff organization was put on place at the end of February. The target setting process and personal development discussions were started in line with the new organization. Sales teams were merged in countries with double organizations. In Norway the Leksvik office was closed and the Norwegian operations are now centralized in Oslo. A comprehensive study on company culture was conducted and the development of a common company culture for Oras Group was started. As a part of this work, new company values were defined. The implementation of company values continues in workshops in which the whole personnel will participate. Oras Group s operating profit was EUR 24.6 million (8.8), or 9.5% of net sales (5.6%). Profit of the financial period was EUR 15.6 million (5.8). The Board of Directors proposes to the Annual General Meeting that no dividend will be distributed. ORAS GROUP KEY FIGURES IFRS Net sales EUR million Operating profit EUR million Profit for the financial period EUR million Shareholders equity EUR million Total assets EUR million Shareholders equity/total assets % Average number of personnel 1,428 1,

5 UPONOR GROUP Net sales: EUR 1,023.9 (906.0) million Operating profit, EBIT: EUR 63.4 (50.2) million Cash flow before financing: EUR 45.1 (67.2) million Gearing: 27.6 (33.7) Earnings per share: EUR 0.50 (0.38) In 2014, the construction markets in Europe and North America developed as mirror images of one another. An exceptionally cold winter in North America slowed activity in the early months of the year but, as the snow melted, activity gained strength. Meanwhile, in Europe, the mild winter provided a jump-start for the industry, but this early momentum was largely lost by mid-summer. Uponor s 2014 net sales from continuing operations amounted to EUR 1,023.9 (2013: 906.0) million, up 13.0% year on year. Building Solutions Europe s net sales declined by 0.1%. A key reason for this flattish development was the weakerthan-anticipated market conditions in Germany in the latter part of the year, which slowed growth. Building Solutions North America reported continued strong growth. Uponor was successful in growing net sales in both the residential and commercial markets, and in expanding its geographical presence in the U.S. For the first time, Uponor Infra s net sales for 2014 included a full 12 months of figures for the businesses that have been combined since the establishment of the joint-venture with KWH Pipe on 1 July Reported growth from 2013 was therefore considerable, rising by 34.4%. Compared to the historic 2013 net sales levels achieved by the combined businesses, there was a decline of 2.2%. The consolidated full-year gross profit ended at EUR (EUR 320.1) million. The gross profit margin came to 33.2% (35.3%). The main influencer for this trend was an increased share of infrastructure solutions business after the establishment of Uponor Infra. Consolidated operating profit came to EUR 63.4 (50.2) million. The operating profit margin improved to 6.2% (5.5%) of net sales. Operating profit included EUR 4.3 (5.0) million in non-recurring items, of which EUR 3.7 million was reported in Building Solutions Europe and EUR 0.6m (net) in Uponor Infra. Operating profit improved in all segments. The biggest contributor was Building Solutions North America, with a 27.4% improvement in euro terms from last year. Profit for the period totalled EUR 36.0 (26.8) million, of which continuing operations accounted for EUR 36.3 (27.1) million. Earnings per share were EUR 0.50 (0.38), and EUR 0.50 (0.38) for continuing operations. Consolidated cash flow from operations was EUR 75.7 (92.1) million, while cash flow before financing came to EUR 45.1 (67.2) million. Comparison with the 2013 cash flow is impacted by significant positive one-time effects from the first time consolidation of the former KWH Pipe business in the middle of the peak of the season in In line with the profit improvement, net cash from operations in 2014 improved from EUR 87.9 million to EUR 99.0 million. Gross investments into fixed assets totalled EUR 35.7 (33.9) million, an increase of EUR 1.8 million year on year. Net investments totalled EUR 32.1 (30.4) million. The economic outlook in Uponor s key markets is likely to remain twofold in 2015: demand in North America, representing one fourth of Group net sales, is expected to remain lively and offer room for continued construction industry growth. The European markets, on the other hand, are expected to remain flat, although supported by growing confidence in a gradual revival of the European economy. However, this scenario is subject to certain risks, some of which are geopolitical. The Board proposes to the Annual General Meeting that a dividend of EUR 0.42 per share will be distributed, totalling EUR 30.7 million. UPONOR KEY FIGURES IFRS Net sales EUR million 1, Operating profit* EUR million Profit for the financial period* EUR million Shareholders equity EUR million Total assets EUR million Shareholders equity/total assets % Average number of personnel 4,127 3,649 3,098 * continuing operations 5

6 TIKKURILA GROUP Revenue EUR (2013: 653.0) million Operating profit (EBIT) EUR 63.7 (71.5) million Cash flow after capital expenditure EUR 49.9 (66.9) million Gearing 24.6% (23.4%) Earnings per share EUR 1.10 (1.14) The market conditions were exceptionally difficult in Russia, which is the single biggest market of Tikkurila. There the uncertain economic situation, together with the drop in consumer confidence and the weakened purchasing power, lowered the demand for paints and increased the relative market share of lower quality and price grade paints. All in all, financial growth in Tikkurila s area of operation remained weak. Tikkurila Group s revenue decreased by 5 percent in Exchange rate fluctuations reduced revenue by 8 percent, particularly due to the weakened Russian ruble and other currencies in the adjacent countries. In addition, the Swedish krona decreased the euro-denominated revenue. Lower sales volumes decreased revenue by 2 percent. Sales price increases and changes in the sales mix increased revenue by 5 percent. Operating profit (EBIT) totaled EUR 63.7 (71.5) million, equaling 10.3 (10.9) percent of revenue. The decline in revenue and weakening of key currencies had a negative impact on profitability. Fixed costs were at the previous year s level. Tikkurila s financial position and liquidity remained at a good level during the review period, and the gearing continued to trend down. Foreign exchanges rate changes resulted in significant negative translation difference in equity, primarily caused by the strong depreciation of the Russian ruble. Cash flow from operations in January December totaled EUR 75.9 (79.2) million. Net working capital totaled EUR 73.1 (81.1) million at the end of the review period. The net cash flow from the investing activities was EUR 26.1 ( 12.3) million, when taking into account the acquisitions and divestments. Cash flow after capital expenditure totaled EUR 49.9 (66.9) million at the end of the review period. Acquisitions conducted in 2014 weakened the cash flow by EUR 14.4 million in total. At the end of December, the equity ratio was 49.5 (50.1) percent, and gearing was 24.6 (23.4) percent. Tikkurila complemented its product range for professionals, in particular, as well as our technologies and competence in functional and energy-efficient products and solutions which extend the lifecycle of structures by acquiring the Swedish KEFA Drytech in June and the Danish ISO Paint Nordic in October. The products of the acquired companies help prevent mold and reduce the amount of heating or cooling energy needed in buildings, for example. The combined revenue of the acquired businesses totaled little less than EUR 10 million in Tikkurila is the leading paints and coatings professional in the Nordic region and Russia. With its roots in Finland, Tikkurila now operates in 16 countries. Tikkurila s high-quality products and extensive services ensure the best possible user experience in the market. The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.80 per share will be distributed, totaling EUR 35.2 million. TIKKURILA KEY FIGURES IFRS Net sales EUR million Operating profit EUR million Profit for the financial period EUR million Shareholders equity EUR million Total assets EUR million Shareholders equity/total assets % Average number of personnel 3,212 3,262 3,422 6

7 KEMIRA GROUP Revenue in 2014: EUR 2,136.7 million (2013: EUR 2,229.1 million) Operative EBITDA: EUR million (251.9) Operative earnings per share: EUR 0.63 (0.70) Cash flow after investing activities EUR 75.2 million (195.7) Kemira Group s revenue was EUR 2,136.1 million (2,229.1). Organic revenue growth was 3% mainly due to sales volumes growth in Paper and Oil & Mining segments. Following our strategy to shift focus towards growing differentiated product lines, Kemira accomplished the integration of three acquisitions: 3F polymer business, Soto Industries paper chemical business and BASF AKD emulsion business. The impact of acquisitions on the Group level was 3% or approximately EUR 70 million on the revenues in In addition, Kemira divested several commodity product line based businesses at the end of 2013 and in the beginning of The divestments included aluminum and coagulant business in Brazil (closed on December 11, 2013), chemical distribution business in Denmark (closed on January 2, 2014), formic acid and its derivatives business in Finland (closed on March 6, 2014) and some other small commodity businesses in Denmark, Romania and Mexico. The impact of divestments on the Group level was 9% or approximately EUR 200 million on the revenues in Currency exchange had a 1% impact. Geographically, the revenue was split as follows: EMEA 55% (57%), the Americas 39% (37%), and Asia Pacific 6% (6%). According to Kemira s strategy, mature markets are important for Kemira s all segments, whereas the focus in the emerging markets is on selective expansion. In the emerging markets, Asia Pacific, especially China and Indonesia are the key markets for the paper chemicals. Brazil and Uruguay will remain important markets for the bleaching chemicals used in pulp industry. Oil & Mining is targeting expansion in selected countries in South America as well as in the Middle East and Africa. Operative EBITDA increased slightly to million (251.9). Operative EBITDA in local currencies, excluding acquisitions and divestments increased 2%, mainly due to higher sales volumes. The positive impact related to acquisitions was EUR 14 million and could largely compensate for the divestment impact of EUR 17 million. The operative EBITDA margin improved to 11.8% (11.3%). Margin improved mainly as a result of sales volume growth and divestments of margin dilutive businesses. Cash flow from the operating activities in 2014 decreased to EUR 74.2 million (200.3) mainly due to hedging settlements, higher working capital and settlement related to the old alleged infringement of competition law. Cash flow after the investing activities decreased to EUR 75.2 million (195.7) including proceeds of EUR 122 million related to the divestment of formic acid business. Comparable period included proceeds of EUR 98 million received from the divestment of shares in JV Sachtleben and EUR 81 million from the divestment of the food and pharmaceuticals businesses. 12-month rolling average net working capital ratio decreased to 9.9% of the revenue (10.9% on December 31, 2013). At the end of the period, Kemira Group s net debt increased to EUR 486 million (456 on December 31, 2013) as a result of lower cash flow and unfavorable currency exchange fluctuations, especially related to U.S. dollar. The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.53 per share will be distributed, totalling approximately EUR 81 million. KEMIRA KEY FIGURES IFRS Net sales* EUR million 2, , ,240.9 EBITDA excl. non-recurring items* EUR million Profit for the financial period* EUR million Shareholders equity EUR million 1, , ,260.6 Total assets EUR million 2, , ,462.3 Shareholders equity/total assets % Average number of personnel 4,285 4,632 5,043 * continuing operations 7

8 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME IFRS Oras Invest Group (EUR 1,000) Note 1 Jan 31 Dec Jan 31 Dec 2013 Net sales 3 258, ,698 Change in inventories of finished goods and work in progress 779 5,016 Other operating income Materials and services 106,083 58,325 Personnel expenses 5 66,937 40,507 Depreciation and impairment 6 9,193 6,004 Other operating expenses 54,124 39,364 Operating profit 23,147 8,158 Financial income and expense 7 5,707 5,000 Share of profit of an associate 33,349 9,591 Profit before tax 50,789 12,749 Income tax expense 8 5,580 1,697 Net profit for the period 45,209 11,052 Other comprehensive income Items that will not be reclassified subsequently to profit or loss: Re-measurements on defined benefit pensions 2,948 Deferred taxes related to items that will not be reclassified to profit or loss 774 Share of other comprehensive income of an associate 6,482 4,321 Items that may be reclassified subsequently to profit or loss: Change on cash flow hedges 1,005 1,966 Deferred taxes from other comprehensive items Share of other comprehensive income of an associate 7,500 10,297 Exchange rate differences on translation of foreign operations Other comprehensive income for the period 2,271 5,322 Total comprehensive income for the period 42,938 5,730 8

9 CONSOLIDATED BALANCE SHEET IFRS Oras Invest Group (EUR 1,000) Note 31 Dec Dec 2013 ASSETS Non-current assets Goodwill 9 24,609 25,359 Intangible assets 9 56,110 58,968 Property, plant and equipment 10 30,665 32,339 Investments in associated companies , ,605 Financial assets 13 9,010 9,265 Receivables 14 2,899 6,476 Deferred tax asset 15 10,237 11,600 Other non-current assets 16 3, , ,864 Current assets Inventories 17 42,607 40,076 Accounts receivable and other receivables 18 44,147 39,482 Cash and non-current deposits 19 31,187 95, , ,568 Total assets 634, ,432 SHAREHOLDERS EQUITY AND LIABILITIES Shareholders equity Share capital 20 6,521 6,521 Other capital reserves 20 20,297 20,289 Foreign currency translation reserve 20 1,126 1,498 Fair value reserve 20 2,076 10,877 Other invested capital 20 39,000 39,000 Retained earnings , , , ,291 Liabilities Non-current liabilities Interest-bearing liabilities , ,514 Provisions 22 4,361 4,612 Employee benefit liabilities 21 19,206 16,330 Deferred tax liability 15 18,314 19,413 Other non-current liabilities 24 4,076 4, , ,556 Current liabilities Accounts payable and other liabilities 25 55,752 48,060 Interest-bearing liabilities 23 70, ,386 Provisions Employee benefit liabilities , ,585 Total liabilities 278, ,141 Total equity and liabilities 634, ,432 9

10 CONSOLIDATED CASH FLOW STATEMENT IFRS Oras Invest Group (EUR 1,000) 1 Jan 31 Dec Jan 31 Dec 2013 CASH FLOW FROM OPERATIONS Profit before taxes 50,789 12,749 Non-cash adjustments Depreciation and impairment 9,193 6,004 Change in financial instruments Financial income 27,923 27,514 Financial expense 6,019 5,183 Share of profit of an associate 5,688 17,751 Unrealised exchange rate gains and losses Other non-cash items 325 1,995 Other adjustmets Cash flow from operations before change in working capital 31,974 16,034 Change in trade and other non-interest bearing receivables ( /+) 1,049 1,950 Change in inventories ( /+) 2,531 2,421 Change in trade and other non-interest bearing liabilities (+/ ) 2,475 1,729 Cash flow from operations before financial items and taxes 32,967 22,134 Interests paid and other financial items 6,166 5,493 Interests received Dividends received 27,697 27,382 Income taxes paid 5,131 4,353 Cash flow from operations 50,040 39,686 CASH FLOW FROM INVESTMENTS Proceeds from sale of intangible and tangible assets Investments in intangible and tangible assets 5,003 3,255 Development expenditures 574 Acquisition of subsidiaries ,451 Cash flow from investments 4,090 74,822 CASH FLOW FROM FINANCING Increase in non-current interest-bearing liabilities 75,000 56,000 Increase in current interest-bearing liabilities 3,800 72,547 Repayment of non-current interest-bearing liabilities 110,970 44,400 Repayment of current interest-bearing liabilities 75,865 3,175 Change in non-current financing receivables 283 Equity contribution 39,000 Dividends paid 1,500 1,499 Cash flow from financing 109, ,190 Net change in cash and cash equivalents 63,585 83,054 Cash and cash equivalents at 1 January 95,010 12,581 Exchange rate difference on cash Cash and cash equivalents at 31 December 31,187 95,010* * Reference is made to note 28 Contingent liabilities on year

11 STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY IFRS Oras Invest Group (EUR 1,000) 2014 Balance at 1 January Total comprehensive income for the period Other equity distribution Dividends paid Transfers between reserves and other adjustments Balance at 31 December Share capital 6,521 6,521 Premium reserve 12,884 12,884 Invested unrestricted equity fund 6,100 6,100 Other reserves 1, ,313 Foreign currency translation reserve 1,498 2,624 1,126 Fair value reserve 10,877 8,801 2,076 Other invested capital 39,000 39,000 Retained earnings 258,860 36, , ,671 Total 315,291 42, , , Balance at 1 January Total comprehensive income for the period Increase of other invested capital Dividends paid Transfers between reserves and other adjustments Balance at 31 December Share capital 6,521 6,521 Premium reserve 12,884 12,884 Invested unrestricted equity fund 6,100 6,100 Other reserves 1,305 1,305 Foreign currency translation reserve 8,191 6,693 1,498 Fair value reserve 7,927 2,950 10,877 Other invested capital 39,000 39,000 Retained earnings 244,989 15,373 1, ,860 Total 272,063 5,730 39,000 1, ,291 11

12 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS IFRS 1. ACCOUNTING PRINCIPLES FOR THE CONSOLIDATED FINANCIAL STATEMENTS Corporate information Oras Invest Group is an international industrial group. Group s parent company, Oras Invest Ltd, is domiciled in Rauma in the Republic of Finland. Its address is: P.O.Box 40 / Isometsäntie 2, FI Rauma, Finland. The company s shares are not listed on stock exchange. Its company registration number is Oras Invest board has approved the publication of these financial statements in its meeting of 31 March Oras Invest Group consists of 100% owned Oras Group and the associated companies Uponor Corporation (22.64%), Kemira Oyj (18.20%) and Tikkurila Oyj (18.07%). Oras Group develops, manufactures and markets user-friendly, water and energy saving sanitary fittings. The headquarters and manufacturing plant of Oras Group are domiciled in Rauma. Other manufacturing units are located in Germany, Poland and Czech Republic. Sales offices are located in Nordic countries, several Middle and Southern European countries and in Eastern Europe. Oras Invest Group acquired German Hansa Armaturen GmbH (former Hansa Metallwerke AG) with its subsidiaries on 30 September The consolidated income statement of Oras Invest Group for 2013 includes three months result of Hansa. Related to Hansa acquisition, some changes have been made in the Oras Invest Group internal legal structure. During the year 2014 there have been structuring activities in Germany, Poland, Belgium, France and Czech Republic. Oras Invest Group incorporated its Swedish operations; this new company was established on 30 November Accounting principles The consolidated financial statements for the period are prepared in accordance with the International Financial Reporting Standards (IFRS) including International Accounting Standards (IAS) and their SIC and IFRIC interpretations valid on 31 December In the Finnish Accounting Act and ordinances based on the provisions of the Act, IFRS refer to the standards and to their interpretations adopted in accordance with the procedures laid down in regulation (EC) No 1606/2002 of the European Parliament and of the Council. The consolidated financial statements include also additional information required by the Finnish Accounting Act and Company s Act. The consolidated financial statements are presented in thousands of euros (teur), and they are based on the historical cost convention unless otherwise specified in the accounting principles section below. Use of estimates and judgement The preparation of consolidated financial statements under IFRS requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities on the date of financial statements, as well as the reported amounts of income and expenses during the reporting period. The use of judgement is needed in the application of accounting policies. Although these estimates are based on the management s best knowledge of current events and actions, actual result may ultimately differ from those estimates. Consolidation principles Subsidiaries The consolidated financial statements include the parent company, Oras Invest Ltd, and those companies in which Oras Invest Ltd has direct or indirect control of over 50% of the voting rights or otherwise has power to govern the financial and operating policies. The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. Subsidiaries acquired or established during the year are included from the time when the Group has obtained control. Intra-group shareholdings are eliminated using the acquisition cost method. Accordingly, the assets and liabilities of an acquired company are measured at fair value on the date of acquisition. The excess of the acquisitions cost over fair value of the net assets has been recorded as goodwill. Based on the First-Time-Adoption of IFRS 1, any company acquisitions made prior to the IFRS transition date (1 January 2009) are not adjusted for IFRS. Intra-group transactions, receivables, liabilities, unrealised gains and dividends between group companies are eliminated in the consolidated financial statements. Unrealised losses are not eliminated in case of impairment. Investment in an associate Associated companies are entities over which the group has 20 50% of the voting rights, or over which the group otherwise exercises significant influence. Holdings in associated companies are included in the consolidated financial statements using the equity method. Accordingly, the share of the post-acquisition profits and losses of associated companies is recognised in the income statement to the extent of the group s holding in the associated companies. When the group s share of losses of an associated company exceeds the carrying amount, it is reduced to nil and any recognition of further losses ceases, unless the group has an obligation to satisfy the associated company s obligations. Goodwill represents the excess of the cost of an acquisition over the value of the net assets of the acquired company on the date of acquisition. Goodwill relating to the associate is included in the carrying amount of the investment and is neither amortised nor individually tested for impairment. After application of the equity method, it is determined whether there is any objective evidence that the investment in the associate is impaired. If this is the case the amount of impairment is calculated as the difference between the 12

13 Notes to the consolidated financial statements, IFRS recoverable amount of the associate and its carrying value and the amount is recognised in the share of profit of an associate in the income statement. During 2013 the company divested its associated company Kiinteistö Oy Kaivopuiston Teknologiakylä. Foreign currency translations Figures for the performance and financial position of the group units are measured in the main currency of the unit s operating environment. The consolidated financial statements are in euros, which is the parent company s functional and presentation currency. Foreign currency transactions are translated using the exchange rates on the transaction date. Outstanding receivables and payables in foreign currencies are stated using the exchange rates on the balance sheet date. Exchange rate gains and losses on actual business operations are treated as sales adjustment items or adjustment items to materials and services. Exchange rate gains and losses on financing are entered as exchange rate differences in financial income and expenses. In the consolidated financial statements, the income statements of the Group s foreign subsidiaries are converted into euros using monthly average exchange rates quoted for the reporting period. All balance sheet items are converted into euros using exchange rates quoted on the balance sheet date. The resulting conversion difference and other conversion differences resulting from the conversion of subsidiaries equity are shown as separate item in the equity. Realised conversion differences in connection with the redemption of material shares in subsidiaries are recognised as income or expense in exchange rate differences in the income statement. Exchange rate differences on translation of foreign operations as well as share of other comprehensive items of investment in an associate related to translation difference are recorded through comprehensive income in Oras Invest Group. Accordingly, foreign currency translation reserve consists of these items. Non-current assets held for sale and discontinued operations Non-current assets held for sale and assets related to discontinued operations are formed once the company, according to a single co-ordinated plan, decides to dispose of a separate significant business unit, whose net assets, liabilities and financial results can be separated operationally and for financial purposes. Non-current assets held for sale are shown separately in the consolidated balance sheet. Profit or loss from a discontinued operation and gains or losses on its disposal are shown separately in the consolidated income statement. Assets related to non-current assets held for sale and discontinued operations are assessed at book value, whether it is lower, at fair value less costs to sell. Depreciation from these assets has been discontinued at the date of classifying assets as non-current assets held for sale and discontinued operations. In 2014 or 2013 there were no assets held for sale or discontinued operations in Oras Invest Group. Income recognition Sales of products are recognised as income once the risk and benefits related to ownership of the sold products have been transferred to the buyer, according to the agreed delivery terms, and the group no longer has possession of, or control over, the products. Sales of services are recognised as income once the service has been rendered. Net sales comprise the invoiced value for the sale of good and services net of direct taxes, sales rebated and exchange rate differences. Research and development Research costs are expensed as incurred and they are included in the consolidated income statement under other operating expenses. Development costs are expensed as incurred, unless the criteria for capitalising these costs as assets are met accordance with IAS 38. Product development costs are capitalised in the balance sheet as intangible assets from the moment the product can be technically implemented, applied commercially and expected to generate future economic benefits. Capitalized development costs comprise the material, work and testing of expenditure that is the direct result of the process of completing the products for its intended use. Depreciation and amortisation expenses are recognized from the moment the item is ready for use. Items that are not yet ready for use are tested each year for impairment. Capitalized development costs are measured after the original recognition after impairment and acquisition cost depreciation have been deducted from them. The useful life of capitalized development costs has been changed from ten years to five years during Capitalized costs are recognized as straight-line depreciation. Employee benefits The Group s pension schemes comply with each country s local rules and regulations. Pensions are classified as defined contribution plans or defined benefits plans. Most of the employee benefits in the Group apply defined contribution plans. Within the defined contribution plan, pension contributions are paid directly to insurance companies and once the contributions have been paid; the Group has no further payment obligations. These contributions are recognised in the income statement for the accounting period during which such contributions are made. In addition to defined benefit pensions, the Group has other non-current employee benefits, such as long-service benefit and one off payment provision. These plans are classified as defined benefit plans. The defined benefit liability or asset, which has arisen from the difference between the present value of the obligations and the fair value of plan assets, has been entered in the statement of financial position. The obligations for defined benefit plans are based on actuarial calculations. The defined benefit obligation is measured as the present value of the estimated future cash flows using interest rates of government securities that have maturity terms approximating the terms of related liabilities or similar non-current interests. Actuarial gains or losses of defined benefit plans as well as the realized return on plan assets after deducting the net interest costs are recognized 13

14 Notes to the consolidated financial statements, IFRS in other comprehensive income in the period in which they occur. Financing costs Financing costs are recognised in the income statement as they incur. Income taxes Income taxes in the consolidated income statement comprise taxes based on taxable income recognised for the period by each group company on an accrual basis, according to local tax regulations including tax adjustments from the previous periods and changes in deferred tax. Deferred tax assets or liabilities are calculated using the liability method on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements, using the tax rate effective on the balance sheet date. Deferred tax assets are recognised to the extent that it appears probable that future taxable profit will be available against which the temporary differences can be utilised. Intangible assets Other intangible assets include trademarks, patents, customer relationships, capitalised development costs and software licenses. Intangible assets are recognised in the balance sheet at historical costs less accumulated amortization according to the expected useful life and any impairment losses. Property, plant and equipment Group companies property, plant and equipment are measured at historical cost minus accumulated depreciation and any impairment losses. Ordinary repair and maintenance costs are charged to the income statement during the financial period in which they are incurred. The cost of major renovations is included in the asset s carrying amount when it is probable that the Group will derive future economic benefits in excess of the originally assessed standard of performance of the existing asset. Gains or losses on disposal, divestment or removal from use of property, plant and equipment are based on the difference between the net gains and the balance sheet value. Gains are shown under operating income and losses under other operating expenses. Depreciation and amortization Intangible and tangible assets are valued at acquisition cost less accumulated depreciation or amortization during the useful life of the assets and possible impairment losses. Depreciation is calculated on a straight-line basis on the acquisition cost over the asset s expected useful life as follows: Intangible assets Buildings Structures Machinery and equipment Other tangible assets 3 25 years years 10 years 3 12 years years Government grants Grants received from the Government and other sources are entered into the income statement as adjustment for expenses. Grants connected with the acquisition of intangible or tangible assets are deducted from the acquisition cost. Impairment The balance sheet values of assets are assessed for impairment on a regular basis. Should any indication of an impaired asset exist, the asset s recoverable amount shall be assessed. The recoverable amount is the fair value of the asset minus salesrelated expenditure or a higher value in use. The value in use refers to the estimated future net cash flows, discounted at their present value, that arise from the assets in question or the unit generating cash flows. The need for impairment is examined at the level of units generating cash flows, in other words, at the lowest unit level which is largely independent of other units and the cash flows of which can be separated from other cash flows. The impairment loss is recognised in the income statement when the book value of the asset is higher than the recoverable amount. The useful life of the asset to be depreciated is reassessed in connection with the recognition of the impairment loss. An impairment loss recognized in connection with other assets than goodwill will be reversed if there have been changes in the assessments used for determining the recoverable amount. The impairment loss to be reversed may, however, not exceed the book value the asset would have without the recognition of the impairment loss. Any impairment loss on goodwill is not reversed. Goodwill is assessed for impairment on yearly basis during the preparation of annual financial statements. The impairment tests performed did not reveal any need to recognize impairment losses. The pre-tax discount rate (WACC) used in the testing was 8.2%. Leases Leases in which the lessor carries the ownership-related risks and benefits are classified as operating leases. Lease payments made on the basis of operating leases are recognized in the income statement. Oras Invest Group has no financial leases. Inventories Inventories are measured at acquisition cost or at net realisable value, whichever is lower. The net realisable value is the price received on the date of sale, less expense. In addition to the cost of materials and direct labour, an appropriate proportion of production overheads are included in the inventory value of finished products and work in progress. Provisions Provisions are recognised when the Group has a present legal or constructive obligation as result of past events, it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount can be made. Provisions may be connected with such matters as restructuring operations, loss-making contracts, court cases or warranty costs. Changes in provisions are included in relevant expenses on the income statement. 14

15 Notes to the consolidated financial statements, IFRS Cash and short-term deposits Cash and short-term deposits include cash in hand and deposits that can be withdrawn on request. For the purpose of consolidated cash flows, cash and cash equivalents include also funds classified as other current financial assets. Financial assets Financial assets at fair value through profit and loss Financial assets at fair value through profit and loss include financial assets held for trading and measured at fair value. Derivative instruments, for which hedge accounting is not applied, are included in financial assets at fair value through profit and loss. Fair value is determined using market prices at the balance sheet date or the present value of estimated future cash flows. Changes in the fair value of financial assets are recorded through comprehensive profit and loss. Unrealised and realised gains and losses are included in the income statement in the period in which they occur. Loans and receivables Loans and receivables include accounts receivable and other receivables which are measured at acquisition cost. Accounts receivable are carried to original invoice amount. A provision for impairment of accounts receivable is established if there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of receivables. Significant financial difficulties of the debtor, probable bankruptcy of the debtor or default in payments are considered as probable indicators for the impairment of accounts receivable. Available-for-sale financial investments Available-for-sale financial assets consist mainly of holdings in listed companies. After initial measurement, available-for-sale investments are subsequently measured at fair value with unrealized gain or losses recognised as other comprehensive income in the fair value reserve. When the available-for-sale investments are sold, the cumulative change in the fair value is transferred from equity and recognized together with realized gains and losses in profit and loss. The cumulative change in the fair value is also transferred to profit or loss when the assets are impaired and the impairment loss is recognized. Other investments than listed holdings classified as available-for-sale assets are measured at acquisition price. Financial liabilities Financial liabilities at fair value through profit and loss are measured at their fair value. This group includes those derivatives whose fair value is negative. Other financial liabilities are initially measured at fair value and subsequently measured at amortised cost using the effective interest rate method. Transaction costs are included in the original book value of financial liabilities. Other financial liabilities include non-current and current interest-bearing liabilities and accounts payable. Derivative contracts and hedge accounting The Group uses derivative contracts to decrease currency and interest risks. Derivatives are used for hedging purposes and are initially recognized in the balance sheet at fair value and are subsequently re-measured at fair value on each balance sheet date. Hedge accounting is applied to those derivatives that meet the requirements of IAS 39. Hedge programmes are documented according to the requirements of IAS 39, and the efficiency of financing derivatives is tested both at the inception of, and during, the hedge. Derivatives are classified as either cash flow hedges or hedges that hedge accounting is not applied to. Hedge accounting has been applied for new financial derivative contracts from 2011 onwards. For derivatives, that hedge accounting is not applied to, the changes in fair value are recognized under financial items in the income statement. Changes in fair value of financial derivatives, which are classified as cash flow hedges, are recognized in other comprehensive income in the fair value reserve to the extent that the hedge is effective. Accumulated fair value changes in the other comprehensive income are released into the income statement in the period during which the hedged cash flow affects the result. Hedge accounting is not applied to commodity derivatives. Dividends Dividends paid by the group are recognised for the period during which their payment is approved by the shareholders in the Annual General Meeting. Application of new IFRS standards and interpretations The Group has adopted the following new or amended standard as of 1 January 2014: IFRS 10 Consolidated financial statements: The standard establishes control as the base for consolidation and provides guidance on how to apply principles of control when it is challenging to assess. IFRS 12 Disclosure of Interests in Other Entities: The standard includes disclosure requirements for all forms of interest in other entities. IAS 27 (revised 2011) Separate Financial Statements: The revised standard includes the requirements for separate financial statements that are left after the control provisions of IAS 27 have been included in the new IFRS 10. Amendment to IAS 32 Financial instruments: Presentation: The amendment clarifies the conditions for net presentation of financial assets and liabilities and introduces some additional application guidance. In the fiscal year 2015, depending on when they become effective, the Group will introduce the following new or revised standards and interpretations published by IASB: IFRS 9 Financial Instruments, effective for accounting periods beginning on or after 1 January IFRS 15 Revenue from Contracts with Customers, effective for accounting periods beginning on or after January

16 Notes to the consolidated financial statements, IFRS Amendment to IAS 19 Defined Benefit Plans: Employee Contributions, effective for accounting periods beginning on or after 1 July Improvements to IFRS and (Annual Improvements), effective for the accounting periods beginning on or after 1 July 2014, however it is estimated that these improvements have no significant impact on reported figures. It is anticipated that the publication of any other amended and new standards and interpretations have no material impact on the reported figures 2014 or in future years for the Group. 16

17 Notes to the consolidated financial statements, IFRS NOTES TO CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 2. BUSINESS COMBINATIONS 2014 During the financial year 2014 there were no business acquisitions The effect of business combination, teur Recognised in 2013 Proforma of the financial year 2013 Net sales 28, ,261 EBIT 699 4,559 Proforma of the financial year 2013 presents the effect of business combination if the acquisition made in 2013 had been consolidated to the consolidated financial statements since 1 January Hansa acquisition Oras Invest Group signed on 16 September 2013 an agreement for the purchase of German Hansa Armaturen GmbH with its subsidiaries. Hansa develops, manufactures and markets sanitary fittings. Its key areas are in Central Europe. The ownership and control have been transferred to Oras Invest Group on 30 September 2013, which is also the date of consolidation. The acquisition cost is calculated on the basis of the Hansa s balance sheet as per 30 September 2013 prepared, in accordance with IFRS and the Oras Invest Group s accounting principles. The goodwill of 24,609 teur arising from the acquisition is mainly attributable to the acquired workforce, future products and customers, geographical reach and potential synergies that will benefit the Oras business. None of the goodwill recognized is tax deductible. The following table summarizes the consideration paid for Hansa Armaturen GmbH with its subsidiaries and the amounts of the assets acquired and liabilities recognized at the acquisition date. Consideration, teur Cash 154,487 Total consideration transferred 154,487 Consideration paid in cash 154,487 Acquired cash and cash equivalents 83,786 Cash flow effect 70,701 The assets and liabilities arising from the acquisition, teur Property, plant and equipment 10,762 Intangible assets 58,207 Deferred tax assets 10,206 Inventories 22,534 Trade and other receivables 35,236 Cash and cash equivalents 83,786 Total assets 220,731 Provisions 3,883 Pension benefit obligation 15,972 Interest-bearing liabilities 12,515 Trade and other liabilities 39,485 Deferred tax liabilities 18,998 Total liabilities 90,853 Total identifiable net assets 129,878 Goodwill 24,609 The acquisition related costs have been recorded as other operating expenses in the consolidated statement of comprehensive income for financial year The net sales included in the consolidated statement of comprehensive income since 1 October 2013 was contributed by Hansa by 28,241 teur. Hansa contributed EBIT of 699 teur over the same period If Hansa would have been consolidated from 1 January 2013, the consolidated statement of comprehensive income would show net sales of 252,718 teur and EBIT 8,416 teur for year (EUR 1,000) NET SALES Sales of goods 258, ,698 Total 258, , OTHER OPERATING INCOME Gains from sales of fixed assets Rental income 2 2 Grants Other items Total

18 Notes to the consolidated financial statements, IFRS (EUR 1,000) EMPLOYEE BENEFITS Salaries, wages and bonuses 55,009 33,192 Pension expenses, defined contribution plans 4,388 2,892 Pension expenses, defined benefit plans Other social security expenses 7,399 3,987 Total 66,937 40,507 Number of personnel Average number of personnel during fiscal year 1,432 1,034 Number of personnel white-collar workers blue-collar workers Total 1,424 1, DEPRECIATION AND AMORTISATION Depreciation and amortization by asset category Trademark 1, Intangible rights Other intangible assets Customer relationships 1, Capitalized development costs Buildings and structures 1, Machinery and equipment 4,420 3,536 Other tangible assets Total 9,193 6,004 During year 2013 the useful lives of capitalized development costs have been reassessed and in income statement has been recorded as one-time cost of 406 teur depreciation. 7. FINANCIAL INCOME AND EXPENSES Financial income Dividend income from others Interest income Exchange rate differences 18 Change of fair value of financial instruments Other financial income 27 8 Total Financial expenses Interest expenses 5,390 5,020 Exchange rate differences 76 Other financial expenses Total 6,074 5,348 Financial income and expenses total 5,707 5,000 18

19 Notes to the consolidated financial statements, IFRS (EUR 1,000) INCOME TAXES Current year and previous years taxes Taxes based on taxable income for fiscal year 4,436 2,320 Taxes from previous fiscal years Deferred taxes 1, Total 5,580 1,697 Tax reconciliation Profit before taxes 50,789 12,749 Share of profit of an associate 33,348 9,591 17,441 3,158 Taxes calculated at parent company's tax rate (20.0%) 3, Differing tax rates of foreign subsidiaries 1, Non-deductible expenditure 631 1,071 Tax-exempt income Tax-exempt dividends 7 9 Change in tax legislation 103 Taxes from previous years Other items Total 5,580 1,697 Effective tax rate % 10.99% 13.31% Oras Invest Ltd and Oras Ltd have a tax issue related to the previous years. The companies have challenged the tax decisions and continues the appeal process. 19

20 Notes to the consolidated financial statements, IFRS NOTES TO CONSOLIDATED BALANCE SHEET 9. GOODWILL AND INTANGIBLE ASSETS 2014 (EUR 1,000) Goodwill Trademark Intangible rights Other intangible assets Customer Capitalized relationshipment develop- costs Total Acquisition cost on 1 Jan 25,359 17,721 1,229 6,371 39,900 2,316 92,896 Conversion difference 2 2 Increases Decreases 0 Other changes Acquisition costs 31 Dec 24,609 17,721 1,234 7,014 39,900 2,316 92,794 Accumulated amortisation and impairment 1 Jan 295 1,101 5, ,035 8,569 Conversion difference 1 1 Amortisation 1, , ,507 Impairment 0 Cumulative amortisation on disposals and transfers 0 Accumulated amortisation and impairment 31 Dec 1,476 1,131 6,054 1,995 1,419 12,075 Book value 1 January 25,359 17, ,501 1,281 84,327 Book value 31 December 24,609 16, , , (EUR 1,000) Goodwill Trademark Intangible rights Other intangible assets Customer Capitalized relationshipment develop- costs Acquisition cost on 1 Jan 1,173 2,162 1,853 5,188 Conversion difference 0 Increases Decreases Acquisition 25,359 17, ,167 39,900 87,199 Other changes 0 Acquisition costs 31 Dec 25,359 17,721 1,229 6,371 39,900 2,316 92,896 Accumulated amortisation and impairment 1 Jan 1,056 1, ,464 Conversion difference 0 Amortisation ,472 Impairment 0 Acquisition 14 3,619 3,633 Cumulative amortisation on disposals and transfers 0 Accumulated amortisation and impairment 31 Dec 295 1,101 5, ,035 8,569 Total Book value 1 January ,398 1,724 Book value 31 December 25,359 17, ,501 1,281 84,327 Oras Invest Group acquired Hansa on September 30, 2013 and goodwill amounting to 25,359 teur was recognized as a result of purchase price allocation. During 2014 purchase price was adjusted and amount of goodwill as of December 31, 2014 is 20

21 Notes to the consolidated financial statements, IFRS 24,609 teur. In connection of acquisition of Hansa, customer relationships and trademark value was identified. Apart from goodwill, Oras Invest Group does not have any other intangible assets with indefinite useful lives. According to the IFRS 3 standard, goodwill is not depreciated, but it is tested at least annually for any impairment. If a unit s carrying value does not exceed goodwill amount, impairtment is booked. Impairment test is carried out at Oras Group level as the synergies obtained from the acquisition will benefit the whole Oras Group. Cash flow forecasts related to goodwill cover a period of five years. Terminal value is calculated from the fifth year s cash flow. Cash flow forecasts are based on the strategic plans approved by the management. Key assumptions of the plans relate to growth and profitability development of the markets and the product offerings. A cash-generating unit s useful life has been assumed to be indefinite, since this unit has been estimated to impact on the accrual of cash flows for an undetermined period. The discount rate used is based on the interest rate level reflecting the average yield requirement for the cash generating unit. The discount rate (pre-tax) used was 8.2 per cent. The 2014 goodwill impairment test indicated that there was no need to record impairment. 21

22 Notes to the consolidated financial statements, IFRS 10. PROPERTY, PLANT AND EQUIPMENT 2014 (EUR 1,000) Land Buildings and structures Machinery and equipment Other tangible assets Advance payments and work in progress Total Acquisition cost on 1 Jan 1,905 36, ,257 3, ,651 Conversion difference Increases 57 1,270 1, ,611 4,353 Decreases 26 2, ,488 Other changes 1,337 1,337 0 Acquisition costs 31 Dec 1,952 37, ,636 3,086 1, ,964 Accumulated depreciation and impairment 1 Jan 25,335 83,181 2, ,312 Conversion difference Depreciation 1,214 4, ,686 Impairment 0 Cumulative depreciation on disposals and transfers 26 1, ,380 Accumulated depreciation and impairment 31 Dec 26,437 85,388 2, ,299 Book value 1 January 1,905 10,802 18, ,339 Book value 31 December 1,952 10,728 16, ,125 30, (EUR 1,000) Land Buildings and structures Machinery and equipment Other tangible assets Advance payments and work in progress Acquisition cost on 1 Jan ,611 61,585 3, ,529 Conversion difference Increases ,700 3,210 Decreases ,031 Acquisition 1,323 17,760 37, ,310 Other changes 2, ,927 1 Acquisition costs 31 Dec 1,905 36, ,257 3, ,651 Total Accumulated depreciation and impairment 1 Jan 11,249 47,421 2,402 61,072 Conversion difference Depreciation 954 3, ,532 Impairment 0 Acquisition 13,284 32, ,548 Cumulative depreciation on disposals and transfers Accumulated depreciation and impairment 31 Dec 25,335 83,181 2, ,312 Book value 1 January 590 7,362 14, ,457 Book value 31 December 1,905 10,802 18, ,339 22

23 Notes to the consolidated financial statements, IFRS 11. BOOK VALUES AND FINANCIAL ASSETS AND LIABILITIES BY ITEM GROUPS Values 31 December 2014 Balance item (EUR 1,000) Financial items at fair value through profit Loans and and loss receivables Derivative Financial contracts items under available hedge for sale accounting Loans and borrowings Book value Fair value IFRS 7 Fair value hierarchy level Non-current financial assets Other shares Financial assets Receivables 2,899 2,899 2,899 Current financial assets Accounts receivable and other receivables 44,147 44,147 44,147 Value by item groups 0 47, ,369 47,369 Non-current financial liabilities Interest-bearing non-current liabilities 105, , ,013 Derivative contracts 4,076 4,076 4,076 2 Current financial liabilities Interest-bearing current liabilities 70,901 70,901 70,901 Derivative contracts Accounts payable and other liabilities 55,223 55,223 55,223 Value by item groups , , , ,742 Values 31 December 2013 Balance item (EUR 1,000) Financial items at fair value through profit Loans and and loss receivables Derivative Financial contracts items under available hedge for sale accounting Loans and borrowings Book value Fair value IFRS 7 Fair value hierarchy level Non-current financial assets Other shares Financial assets Derivative contracts 3,252 3, Receivables 6,476 6, Current financial assets Accounts receivable and other receivables 39,482 39,482 39,482 Value by item groups 0 45, , ,533 49,533 Non-current financial liabilities Interest-bearing non-current liabilities 141, , ,514 Derivative contracts 1,500 1,500 1,500 2 Other non-current derivatives 3,187 3,187 3,187 Current financial liabilities Interest-bearing current liabilities 147, , ,386 Derivative contracts Accounts payable and other liabilities 47,321 47,321 47,321 Value by item groups , , , ,647 Determination and Hierarchy of Fair Values Level 1: the measure of instrument is based on quoted prices in active markets for identical assets or liabilities. Level 2: the measure for the instrument include also other than quoted prices observable for the assets or liability, either directly or indirectly by using valuation techniques. 23

24 Notes to the consolidated financial statements, IFRS (EUR 1,000) INVESTMENTS IN ASSOCIATED COMPANIES Acquisition 1 Jan 376, ,353 Share of profit 33,349 9,591 Dividends received 27,660 27,342 Share of other comprehensive income 1,018 5,976 Decreases 21 Book value 31 Dec 383, ,605 Associated company Kiinteistö Oy Kaivopuiston Teknologiakylä was divested during the year Group s associated companies and their assets, liabilities, net sales and profit/loss (EUR 1,000) Assets Liabilities Net sales Profit/loss Ownership (%) Uponor Corporation 681, ,900 1,023,900 36, Kemira Oyj 2,295,700 1,132,400 2,136,700 95, Tikkurila Oyj 389, , ,406 48, Closing price per share 31 Dec 2014 Total market value of the ownership 31 Dec 2014 Uponor Corporation ,410 Kemira Oyj ,530 Tikkurila Oyj ,479 Total 585,419 (EUR 1,000) OTHER NON-CURRENT FINANCIAL ASSETS Shares Pension plan assets 8,687 8,942 Total 9,010 9,265 Shares Acquisition 1 Jan Exchange rate difference 4 7 Assets available for sale changes in value 4 2 Book value 31 Dec Other non-current financial assets include other shares, which are booked at acquisition value since it has not been possible to determine the fair value reliably. In total these are 305 teur. 14. OTHER NON-CURRENT RECEIVABLES Arrangement fee Tax receivables 2,507 3,245 Other non-current receivables 173 2,849 Total 2,899 6,476 24

25 Notes to the consolidated financial statements, IFRS 15. DEFERRED TAXES Deferred tax asset from the tax loss carry forwards has been recognized in 2014 up to the amount that company expects to be utilized. Tax loss carry forwards of which deferred tax asset has not been recognized amounts to 6,239 teur (7,080 teur 2013). Exchange 2014 (EUR 1,000) 1 Jan 2014 rate difference Change of the period 31 Dec 2014 Deferred tax assets Investments in financial instruments Intangible and tangible assets Employee benefits 1, ,569 Internal margins Provisions Tax losses carried forward 7,000 1,910 5,090 Other temporary differences Total 11, ,349 10,237 Deferred tax liabilities Accumulated depreciation difference and untaxed reserve Intangible and tangible assets 18, ,463 Investments and financial instruments Other temporary differences Total 19, ,093 18,314 Deferred taxes on 31 Dec 2014 net 7, , (EUR 1,000) 1 Jan 2013 Exchange rate difference Acquisition Change of the period 31 Dec 2013 Deferred tax assets Investments in financial instruments 1, Intangible and tangible assets Employee benefits , ,743 Internal margins Provisions Tax losses carried forward 7,000 7,000 Other temporary differences Total 2, , ,600 Deferred tax liabilities Accumulated depreciation difference and untaxed reserve 1, Intangible and tangible assets , ,455 Investments and financial instruments Other temporary differences Total 1, ,998 1,018 19,413 Deferred taxes on 31 Dec 2013, net , ,813 (EUR 1,000) OTHER NON-CURRENT ASSETS Cross-currency derivative 3,252 Total 0 3,252 25

26 Notes to the consolidated financial statements, IFRS (EUR 1,000) INVENTORIES Materials and supplies 20,417 18,665 Work in progress 7,022 7,188 Finished goods 15,168 14,223 Total 42,607 40,076 Inventories are stated at the lower of cost or likely net realisable value. 18. ACCOUNTS RECEIVABLE AND OTHER RECEIVABLES Accounts receivable 37,804 33,615 Other receivables 4,959 4,433 Prepayments and accrued income 1,384 1,434 Total 44,147 39,482 Prepayments and accrued income Personnel expenses 24 Income tax receivables Interests 1 Prepayments 983 1,052 Other items Total 1,384 1, CASH RECEIVABLES Cash and bank accounts 31,187 95,010 Total 31,187 95, SHAREHOLDERS EQUITY Total number of shares 217,350 Share capital, EUR 6,520,500 Nominal value of share, EUR 30 The company has one share series. The voting right for each share is one vote per share. There has been no changes in number of shares or share capital during accounting period or comparative period. The company does not hold its own shares. Other capital reserve Other capital reserves are mainly funds that have been founded with decision of shareholders meetings or based on law. Foreign currency translation reserve Foreign currency translation reserve consist of exchange rate differences related to converting foreign financial statements into euros. Other invested capital Other invested capital includes capital loans that are classified as equity due to their terms. Dividends After the balance sheet date the Board of Directors has decided to propose that Oras Invest Ltd distributes dividend 9.2 euros per share for year 2014, in total 1,999,620 euros. During 2014 the dividend paid was 6.9 euros per share from the distributable funds 2013, in total 1,499,715 euros. 21. EMPLOYEE BENEFIT OBLIGATIONS The Group has a number of pension plans for its operations. The Group s pension schemes comply with each country s local rules and regulations. The Group applies defined contribution and defined benefit pension plans. Pensions are based on actuarial calculations or actual payments to insurance companies. Pension benefits are normally based on the number of working years and the salary. The amounts in the Group s balance sheet arise from Germany and Poland. In Finland, pensions are handled according to TyEL system, which is defined as contribution pension plan. The Group has during 2013 adopted the revised version of IAS

27 Notes to the consolidated financial statements, IFRS (EUR 1,000) Non-current employee benefit obligations Pensions defined benefit plans 17,839 15,207 Other non-current employee benefit liability 1,367 1,123 Total 19,206 16,330 Current employee benefit obligations Pensions defined benefit plans Other current employee benefit liability Total Employee benefit obligations total 20,014 17,149 Amounts recognised in the balance sheet Present value of the obligation 20,014 17,149 Funded status 1,415 1,205 Liability recognised in balance sheet 20,014 17,149 Amounts charged to profit and loss Current service cost Interest cost Net actuarial gain( ) loss(+) recognised in year Expense(+)/income( ) recognised in the income statement Re-measurements recognised in other comprehensive income Re-measurements recognised in other comprehensive income 2,948 Total 2,948 0 Changes in present value of obligation Opening defined benefit obligation 17,149 1,171 Acquisition 15,972 Exchange rate differences 55 Current service cost Interest cost Benefits paid 1, Settlement or curtailment 11 Actuarial gain( ) loss(+) on obligation Re-measurements recognized 2,948 Closing present value of obligation 20,014 17,149 Amounts recognised in the balance sheet Defined benefit pension obligations 20,014 17,149 Defined benefit pension assets 0 0 Net asset ( ) / liability (+) 20,014 17,149 The principal actuarial assumptions used Discount rate 2.15% 2.6% 3.55% 4.5% Future salary increases 2.0% 3.55% 3.5% 4.0% Probability of lump sum instead of pension payments 50% 50% Turnover rate 1.5% 1.5% Future pension increases 1.75% 3.55% 1.75% 4% The pension plans in Poland are interpreted as other non-current employee benefits. The plans are wholly unfunded and the pension benefit obligation is recognised in the balance sheet. 27

28 Notes to the consolidated financial statements, IFRS 22. PROVISIONS 2014 (EUR 1,000) Warranty reserve Provision for credit losses Restructuring provision Other provisions Total Provisions at 1 Jan 3,183 1, ,932 Exchange rate difference Utilised provisions Additions this period Unused amounts reversed Provisions at 31 Dec 3, ,426 Non-current provisions 3, ,361 Current provisions Provisions total at 31 December , , (EUR 1,000) Warranty reserve Provision for credit losses Restructuring provision Other provisions Provisions at 1 Jan Exchange rate difference Utilised provisions Additions this period 2, ,198 Unused amounts reversed Provisions at 31 Dec 3, , ,932 Total Non-current provisions 3, , ,612 Current provisions Provisions total at 31 December , , ,932 Additions in 2013 are related to acquisition of Hansa. Additions on restructuring provision include personnel costs. (EUR 1,000) INTEREST-BEARING LIABILITIES Non-current interest-bearing liabilities Loans from financial institutions 105, ,514 Total 105, ,514 Current interest-bearing liabilities Loans from financial institutions 70, ,386 Total 70, ,386 There are no currency-denominated loans as of 31 December As of 2013 liablities included currency-denominated loans amounting 109,823 teur. The loans were converted to Euro loans using cross-currency derivatives, which were offsetting the effect of currency fluctuation related to loans. Net loans amounted to 105,000 teur when the effect of cross-currency derivatives were calculated together with the loans. 24. OTHER NON-CURRENT LIABILITIES Interest rate derivative 4,076 1,500 Other non-current liabilities 3,187 Total 4,076 4,687 28

29 Notes to the consolidated financial statements, IFRS (EUR 1,000) ACCOUNTS PAYABLE AND OTHER LIABILITIES Accounts payable 18,019 15,191 Accrued expenses 19,977 19,202 Derivative instruments Other liabilities 17,227 12,928 Total 55,752 48,060 Accrued expenses Personnel expenses 11,228 9,945 Income taxes 2,141 2,783 Customer co-operation 2,705 2,359 Interest Prepayments 1, Other items 2,128 3,560 Total 19,977 19, FEES OF AUDITORS Auditing Other services Total OTHER RENTS Rents to be paid on the basis of non-reversing rent agreements: In less than one year 2,469 3, years 1,879 2,352 Over 5 years 154 Total 4,348 5, CONTINGENT LIABILITIES on own behalf Collateral on behalf of Oras Invest Group Real estate mortgages Other deposits 1, Total 1,282 1,150 Loans secured by mortgages, pledged assets or shares Loans from financial institutions 175, ,900 Real estate mortgages 38,874 38,874 Corporate mortgages 50,963 53,072 Pledged cash 69,547 Pledged shares at market value 394, ,847 Total 483, ,340 on behalf on others Guarantees issued Total Contingent liabilities total 485, ,888 29

30 Notes to the consolidated financial statements, IFRS 29. TRANSACTIONS BETWEEN RELATED PARTIES Group s related parties constitute of Group s management (board, CEO and Oras Group Management Team), subsidiaries and associate companies. There has been no transactions between related parties in 2014 or 2013 other than normal business. Board remuneration (EUR 1,000) Fees to board and CEO FINANCIAL RISK MANAGEMENT Financial risk management aims to minimise the adverse effects caused by the uncertainties in financial markets to the Group s financial performance and to ensure sufficient liquidity in a cost-efficient manner. Currency risk Due to its international operations, the Group is exposed to currency risks arising from, for instance, currency-denominated accounts receivable and payable, intra-group transactions as well as currency-denominated financing, deposits and bank account balances. In Oras Invest Group in addition to euro, the main invoicing currencies are Norwegian krone (NOK), Polish zloty (PLN), Swedish krona (SEK), Czech koruna (CZK), US dollar (USD) and Danish krone (DKK). The biggest currency risks arise from Norwegian krone, Polish zloty and Swedish krona. The Group has not used derivative instruments in order to manage the sales currency risk. Interest rate risks have been effectively hedged with derivative instruments that convert the variable interest rate loans into fixed interest rate loans. In addition, the Group has raw material purchases in USD. Translational risks arise when the currency-denominated assets and liabilities of subsidiaries located outside the euro area are exposed to currency fluctuations when the assets and liabilities are translated into parent company s reporting currency. Translation risks have impact on result and key ratios. Where possible the Group counters the translation risk with EUR denominated loans to the subsidiary. Interest rate and liquidity risk Oras Invest Group is exposed to fluctuations in interest rates as the companies have floating rate loans. The objective of managing interest rate risk is to eliminate or reduce the effect of interest rate fluctuation by using interest rate derivatives to change floating rates into fixed rates or to change the interest period. Maturities of non-current interest-bearing loans are following including repayment of loan and interest on 31 December 2014: (EUR 1,000) Loans from financial institutions 30,576 68,156 20,635 56,443 Maturities of derivative instruments including interest are following on 31 December 2014: (EUR 1,000) Cash inflow 1, Cash outflow 2,613 2,101 1,636 1,106 Total 1,581 1,295 1, Counterparty and credit risk The counterparty risk is related to financial instruments and has been defined as a risk that the counterparty is unable to fulfil its contractual obligations. The Group assess the credit quality of its customers, by taking into account their financial position, past experience and other relevant factors. When appropriate, advance payments and letters of credit are used to mitigate credit risks. Group suffered credit losses in 2014 for 49 teur (2013 for 25 teur). The maximum counterparty credit risk is the book value of accounts receivable and loan receivables on 31 December The credit quality is evaluated both on the basis of aging of the accounts receivable and also on the basis of customer specific analysis. 30

31 Notes to the consolidated financial statements, IFRS (EUR 1,000) The aging of accounts receivable Undue and less than 30 days due 36,454 32,923 Due days Due days Due over 90 days Total 37,804 33,615 Counterparty risk arises also from financial transactions agreed upon with banks, financial institutions and corporates. The risk is managed by careful selection of banks and other counterparties, by counterparty specific limits. The counterparty risk of financial institutions is effectively managed with usage of overdraft credit limit facilities. Price risk The main risks at Oras Invest Group arise from the long-term ownership in the core investments. Oras Invest Group is exposed to raw material price risks due to copper, brass and electricity. In order to manage risk of volatility of electricity prices, Oras Ltd has entered into commodity derivatives for years Changes in fair value of the instruments are recorded through profit and loss. The Group does not apply hedge accounting for commodity derivatives. Derivative contracts and hedge accounting Nominal values (teur) Cross-currency derivatives under hedge accounting 105,000 Interest rate derivatives under hedge accounting 105,834 35,834 not under hedge accounting 5,000 5,789 Exchange rate forward contract under hedge accounting 3,584 Fair values (teur) Cross-currency derivatives under hedge accounting 3,736 Interest rate derivatives under hedge accounting 4,076 1,984 not under hedge accounting Electricity derivatives not under hedge accounting Exchange rate forward contract under hedge accounting 107 New interest rate derivatives are classified as cash flow hedges and their fair values are 4,076 teur ( 1,984 teur 2013). Change in fair value is recorded in fair value reserve through other comprehensive items in full as the hedge is fully effective. Commodity derivatives as well as older interest rate derivatives are not under hedge accounting and the changes in fair values have been recorded in income statement, totally amounted to 103 teur (7 teur 2013). 31

32 Notes to the consolidated financial statements, IFRS 31. SUBSIDIARIES AND ASSOCIATES 31 DECEMBER 2014 Subsidiaries Ownership by Oras Invest Ltd domicile Group s ownership Oras Invest ownership Oras Ltd Rauma Finland Ownership by Oras Ltd domicile Group s ownership Oras Invest ownership Oras Armatur AS Oslo Norway Oras Armatur A/S Fredericia Denmark Hansa Armaturen Belgium N.V. Herk-de-Stad Belgium Oras Germany GmbH Stuttgart Germany Oras GmbH & Co KG Armaturen Stuttgart Germany Oras International Ltd Rauma Finland Oras Olesno Sp.z o.o. Olesno Poland Group s Oras Invest Ownership by Oras International Ltd domicile ownership ownership Oras Sverige AB Västerås Sweden Group s Oras Invest Ownership by Oras Germany GmbH domicile ownership ownership Hansa Armaturen GmbH Stuttgart Germany Ownership by Hansa Armaturen GmbH domicile Group s ownership Oras Invest ownership Hansa Austria GmbH Salzburg Austria Hansa Césko s.r.o. Kralovice Czech Republic Hansa España S.A.U. Viladecans Spain Hansa France S.A.R.L. Strasbourg-Eckbolsheim France Hansa India Sales Pvt. Ltd. Delhi India Hansa Italiana S.R.L. Castelnuovo del Garda Italy Hansa Metallwerke GmbH Stuttgart Germany Hansa Nederland B.V. Nijkerk The Netherlands Associates Ownership by Oras Invest Ltd domicile Group s ownership Oras Invest ownership Uponor Corporation Helsinki Finland Kemira Oyj Helsinki Finland Tikkurila Oyj Helsinki Finland

33 PARENT COMPANY INCOME STATEMENT FAS Oras Invest Ltd (EUR) Note 1 Jan 31 Dec Jan 31 Dec 2013 Net sales 2 649, , Other operating income 3 6, Personnel expenses 4 1,084, , Depreciation 6 98, , Other operating expenses 946, , Operating profit 1,472, , Financial income and expenses 7 25,206, ,578, Profit before extraordinary items 23,733, ,890, Extraordinary items 8 4,000, ,600, Profit before taxes 27,733, ,490, Appropriations 1, Income taxes 9 70, , Profit for the financial period 27,663, ,370,

34 PARENT COMPANY BALANCE SHEET FAS Oras Invest Ltd (EUR) Note 31 Dec Dec 2013 ASSETS Non-current assets Intangible assets 10 17, , Tangible assets 10 1,028, , Investments in Group companies 11 21,942, ,942, Other investments ,460, ,460, ,448, ,924, Current assets Long-term receivables 13 4,823, Current receivables 14 2,138, ,755, Cash and cash equivalents 49, , ,188, ,632, Total assets 630,636, ,557, SHAREHOLDERS EQUITY AND LIABILITIES Shareholders equity Share capital 15 6,520, ,520, Retained earnings ,930, ,059, Profit for the year 15 27,663, ,370, ,113, ,950, Liabilities Non-current liabilities 16 60,000, ,445, Current liabilities 16 59,522, ,161, ,522, ,606, Total equity and liabilities 630,636, ,557,

35 PARENT COMPANY CASH FLOW STATEMENT FAS Oras Invest Ltd (EUR 1,000) 1 Jan 31 Dec Jan 31 Dec 2013 CASH FLOW FROM OPERATIONS Profit before taxes and extraordinary items 23,733 22,890 Non-cash adjustments Depreciation and impairment Financial income and expense 25,206 23,578 Other adjustmets 7 Cash flow from operations before change in working capital 1, Change in trade and other non-interest bearing receivables ( /+) 8 Change in trade and other non-interest bearing liabilities (+/ ) Cash flow from operations before financial items and taxes 1, Interests paid and other financial items 3,165 4,041 Interests received Dividends received 27,661 27,350 Income taxes paid Cash flow from operations 23,712 22,420 CASH FLOW FROM INVESTMENTS Investments in intangible and tangible assets 622 Proceeds from sale of intangible and tangible assets 7 Cash flow from investments CASH FLOW FROM FINANCING Increase of non-current loans 75,000 Repayment of non-current loans 105,000 29,400 Increase of current loans 3,800 3,000 Repayment of current loans 15 Group contribution 4,600 5,500 Dividends paid 1,500 1,499 Cash flow from financing 23,100 22,414 Net change in cash and cash equivalents 3 6 Cash and cash equivalents at 1 January Cash and cash equivalents at 31 December

36 PARENT COMPANY S NOTES TO FINANCIAL STATEMENTS FAS 1. PARENT COMPANY S FINANCIAL STATEMENTS AND ACCOUNTING POLICIES Oras Invest Ltd is the parent company of Oras Invest Group which includes Oras Group and associated companies Uponor, Kemira and Tikkurila. Valuation policies Valuation of non-current assets Intangible and tangible assets are stated at residual of acquisition cost deducted by depreciation according to plan. The depreciation according to plan have been calculated on a straight-line basis according to the asset s estimated economical life. The shares of Uponor Corporation and Tikkurila Oyj have been stated at the original acquisition cost based on expectations for future income. As a result of the spin off of Tikkurila Oyj, the shares of Kemira Oyj were valued at market value as per December 31, Depreciation according to plan Other long-term expenditure Buildings Machinery and equipment 4 10 years years 4 10 years Pensions Pensions are based on actual calculations or actual payments to insurance companies. White-collar employees who started their employment before 1981 are entitled to a supplementary pension. The supplementary pension contributions are paid to the insurance company Mandatum Life. Derivative contracts and hedge accounting Oras Invest Ltd is exposed to fluctuations in interest rates as the company has floating rate loans. To manage the risk the company has entered into derivative contract which convert the loans into fixed interest rate loans. The objective is to eliminate or reduce the effect on interest rate and fluctuations on the company s result and cash flow. Fair value of interest rate derivatives is calculated as a present value of future cash flows. The company applies cash flow hedge accounting for derivatives. Accrued gains and losses of the hedging instrument are recorded through profit and loss concurrently with the underlying transaction being hedged. Fair values of the interest rate derivatives not yet realized and recorded are presented on the page 41, under Collateral and contingent liabilities. Valuation of financial assets Financial assets have been valued at their acquisition cost or at the lower market value. (EUR 1,000) PARENT COMPANY S NOTES FOR INCOME STATEMENT (FAS) 2. NET SALES BY MARKET AREA EU area Total OTHER OPERATING INCOME Gains from sales of fixed assets 7 Total NOTES RELATED TO PERSONNEL AND BOARD OF DIRECTORS WORK Personnel expenses Salaries, wages and bonuses Pension expenses Other social security expenses Total 1, Salaries paid to management and Board of Directors Fees to board and CEO

37 Parent company s notes to financial statements, FAS (EUR 1,000) Number of personnel Average number of personnel during fiscal year 4 4 Number of personnel FEES OF AUDITORS Auditing Other services 5 Total DEPRECIATION AND VALUE ADJUSTMENTS Depreciation by asset category Intangible rights Buildings and structures 10 Machinery and equipment Other tangible assets Total FINANCIAL INCOME AND EXPENSES Financial income Dividend income from others 27,661 27,350 Other financial income, Group Other financial income 3 Total 28,208 27,499 Financial expenses Interest expenses 3,002 3,681 Other financial expenses 240 Total 3,002 3,921 Financial income and expenses total 25,206 23, EXTRAORDINARY ITEMS Group contribution 4,000 4,600 Total 4,000 4, INCOME TAXES Income taxes from extraordinary items 800 1,127 Income taxes from operations 730 1,005 Total The tax debt regarding the years 2004 and 2005 has been paid. Nevertheless, Oras Invest Ltd continues the appeal process regarding the tax decision. That is why the tax paid, EUR 1.5 million, has been registered in the balance sheet as tax receivable. 37

38 Parent company s notes to financial statements, FAS PARENT COMPANY S NOTES FOR BALANCE SHEET (FAS) 10. INTANGIBLE AND TANGIBLE ASSETS 2014 Intangible Intangible rights assets total Land Buildings Machinery and equipment Other tangible assets Tangible assets total Intangible and tangible assets total Acquisition cost on 1 Jan ,736 Increases Decreases Other changes 0 0 Acquisition costs 31 Dec ,333 2,314 Accumulated depreciation and impairment 1 Jan ,214 Depreciation Impairment 0 0 Cumulative depreciation on disposals and transfers Accumulated depreciation and impairment 31 Dec ,268 Book value 1 January Book value 31 December ,029 1, Intangible Intangible assets rights total Land Machinery and equipment Other tangible assets Tangible assets total Intangible and tangible assets total Acquisition cost on 1 Jan ,736 Increases 0 0 Decreases 0 0 Other changes 0 0 Acquisition costs 31 Dec ,736 Accumulated depreciation and impairment 1 Jan ,124 Depreciation Impairment 0 0 Cumulative depreciation on disposals and transfers 0 0 Accumulated depreciation and impairment 31 Dec ,214 Book value 1 January Book value 31 December (EUR 1,000) INVESTMENTS IN GROUP COMPANIES Shares in Group companies 1 Jan 21,942 21,942 Shares in Group companies 31 Dec 21,942 21,942 38

39 Parent company s notes to financial statements, FAS 12. OTHER INVESTMENTS (EUR 1,000) Ownership (%) Ownership (number of shares) Shares in associated companies Uponor Corporation 1 Jan 149, ,430 Uponor Corporation 31 Dec 22.64% 16,571, , ,430 Kemira Oyj 1 Jan 330, ,855 Kemira Oyj 31 Dec 18.20% 28,278, , ,855 Tikkurila Oyj 1 Jan 125, ,073 Tikkurila Oyj 31 Dec 18.07% 7,969, , ,073 Shares in associated companies total 605, ,358 Other shares Other shares 1 Jan Other shares 31 Dec Other shares total Shares in associated companies and other shares total 605, , LONG-TERM RECEIVABLES Cross-currency derivative 4,824 Total 0 4, CURRENT RECEIVABLES Receivables from Group companies Other receivables 500 1,100 Accrued receivables Receivables from others Other receivables 1,509 1,509 Accrued receivables 1 Total 2,139 2,755 39

40 Parent company s notes to financial statements, FAS (EUR 1,000) SHAREHOLDERS EQUITY Share capital 1 Jan 6,521 6,521 Share capital 31 Dec 6,521 6,521 Retained earnings 1 Jan 478, ,559 Distribution of dividends 1,500 1,499 Retained earnings 31 Dec 476, ,060 Profit for the financial period 27,663 27,370 Shareholders equity total 31 December 511, ,951 DISTRIBUTABLE FUNDS Retained earnings 31 December 476, ,060 Profit for the financial period 27,663 27,370 Total 31 December 504, , LIABILITIES Non-current liabilities Liabilities to other than Group companies Loans from financial institutions 60,000 78,445 Total 60,000 78,445 Current liabilities Liabilities to other than Group companies Installment of loans from financial institutions 15,000 31,378 Other current liabilities from financial instutions 43,901 40,101 Accounts payable Other current liabilities Accrued expenses Total 59,523 72,162 Liabilities total 119, ,607 There are no currency-denominated loans as of 31 December As of 2013 liablities included currency-denominated loans amounting 109,823 teur. The loans were converted to Euro loans using cross-currency derivatives, which were offsetting the effect of currency fluctuation related to loans. Net loans amounted to 145,100 teur when the effect of cross-currency derivatives were calculated together with the loans. Interest-bearing liabilities Interest-bearing loans from financial institutions 75, ,823 Currency hedging 4,824 Other interest-bearing loans from financial institutions 43,901 40,101 Total 118, ,100 40

41 Parent company s notes to financial statements, FAS (EUR 1,000) ADDITIONAL NOTES COLLATERAL AND CONTINGENT LIABILITIES Collateral on behalf of Oras Invest Ltd Other deposits 1 1 Total 1 1 Loans secured by mortgages or shares given as collateral on behalf of Oras Invest Ltd / Oras Invest Group Loans from financial institutions 118, ,924 Pledged shares at market value * 394, ,847 Total 394, ,847 * Also as collateral on behalf of Oras Ltd s loan amounting to 51,000 teur (56,000 teur 2013). Other contingent liabilities Garanties given on behalf of others Collateral and contingent liabilities total 394, ,246 Derivative instruments Market value 2,061 3,252 The value of target commodity 75, ,000 41

42 REVIEW OF ACCOUNTING BOOKS AND JOURNAL TYPES Accounting books Daybooks and general ledgers Accounts payable and accounts receivable ledgers Compact disc EDP-lists Journal types Purchase invoices Compact disc Sales invoices Compact disc Memo journals Compact disc Bank transactions payments of sales invoices Compact disc payments of purchase invoices Compact disc other bank transactions Compact disc SIGNATURES FOR ANNUAL REPORTS At Helsinki 31 March 2015 Jari Paasikivi CEO Pekka Paasikivi Chairman of the board Ulf Mattsson Kaj Paasikivi Vesa Puttonen Frank Stangenberg-Haverkamp Christoph Vitzthum AUDITORS NOTE Audit report has been given out today. At Helsinki 31 March 2015 Ernst & Young Ltd Authorized Public Accountant Firm Heikki Ilkka Authorized Public Accountant Minna Toivonen Authorized Public Accountant 42

43 AUDITOR S REPORT To the Annual General Meeting of Oras Invest Oy We have audited the accounting records, the financial statements, the report of the Board of Directors, and the administration of Oras Invest Oy for the year ended 31 December, The financial statements comprise the consolidated statement of financial position, statement of comprehensive income, statement of changes in equity and statement of cash flows, and notes to the consolidated financial statements, as well as the parent company s balance sheet, income statement, cash flow statement and notes to the financial statements. Responsibility of the Board of Directors and the Managing Director The Board of Directors and the Managing Director are responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU, as well as for the preparation of financial statements and the report of the Board of Directors that give a true and fair view in accordance with the laws and regulations governing the preparation of the financial statements and the report of the Board of Directors in Finland. The Board of Directors is responsible for the appropriate arrangement of the control of the company s accounts and finances, and the Managing Director shall see to it that the accounts of the company are in compliance with the law and that its financial affairs have been arranged in a reliable manner. Auditor s Responsibility Our responsibility is to express an opinion on the financial statements, on the consolidated financial statements and on the report of the Board of Directors based on our audit. The Auditing Act requires that we comply with the requirements of professional ethics. We conducted our audit in accordance with good auditing practice in Finland. Good auditing practice requires that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and the report of the Board of Directors are free from material misstatement, and whether the members of the Board of Directors of the parent company or the Managing Director are guilty of an act or negligence which may result in liability in damages towards the company or have violated the Limited Liability Companies Act or the articles of association of the company. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements and the report of the Board of Directors. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity s preparation of financial statements and report of the Board of Directors that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements and the report of the Board of Directors. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion on the consolidated financial statements In our opinion, the consolidated financial statements give a true and fair view of the financial position, financial performance, and cash flows of the group in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU. Opinion on the company s financial statements and the report of the Board of Directors In our opinion, the financial statements and the report of the Board of Directors give a true and fair view of both the consolidated and the parent company s financial performance and financial position in accordance with the laws and regulations governing the preparation of the financial statements and the report of the Board of Directors in Finland. The information in the report of the Board of Directors is consistent with the information in the financial statements. Helsinki 31 March 2015 Heikki Ilkka Authorized Public Accountant Ernst & Young Oy Authorized Public Accountant Firm Minna Toivonen Authorized Public Accountant 43