ACINO A FOCUSED PHARMACEUTICAL GROUP

Transcription

1 ANNUAL REPORT 2008

2 ACINO PROFILE ACINO A FOCUSED PHARMACEUTICAL GROUP Acino specializes in the development, registration and manufacture of generic and innovative pharmaceuticals using advanced drug delivery technologies, for which it also holds patents. With a focus on solid oral dosage forms with modified release of the active ingredient, transdermal therapeutic patches and biodegradable, subcutaneous implants, Acino supplies leading pharmaceutical companies throughout Europe. Acino offers the pharmaceutical industry a comprehensive range of services from product development and registration to sourcing, contract manufacturing, packaging and logistics. The Acino Group is headquartered in Basle (Switzerland), currently employs approximately 380 staff and generated annual revenue of over CHF 230 million in Acino Holding Ltd., the Group s parent, is listed on the SIX Swiss Exchange (SIX: ACIN). Share price and trading volumes of the Acino share (ACIN) in

3 ACINO KEY FIGURES Acino Group in CHF million Revenue Change in inventories Work performed by the entity and capitalized Goods and services purchased (88.9) (73.3) Net group performance in % of revenue 66.2% 63.0% Operating costs (74.1) (61.8) EBITDA in % of revenue 34.3% 28.8% Depreciation (8.5) (6.5) EBITA in % of revenue 30.6% 25.1% Amortization (24.8) (23.0) Operating profit/ebit in % of revenue 19.9% 12.4% Net financial result (5.0) (1.8) Result from associated companies Income tax (8.9) 4.2 Net profit in % of revenue 14.3% 13.8% Undiluted earnings per share (in CHF) Balance sheet total Total shareholder s equity incl. minority interests Equity ratio 73.0% 62.1% Return on equity 10.2% 8.1% Operating Segment Peroral in CHF million Revenue Cost of goods sold (116.6) (91.5) Contribution margin in % of revenue 39.0% 32.5% Investment in property, plant and equipment Investment in intangible assets Invoiced milestone payments Property, plant and equipment Goodwill Operating Segment Parenteral in CHF million Revenue Cost of goods sold (27.5) (29.0) Contribution margin in % of revenue 32.4% 35.2% Investment in property, plant and equipment Investment in intangible assets Invoiced milestone payments Property, plant and equipment Goodwill Investment in property, plant and equipment Investment in intangible assets Invoiced milestone payments Number of employees (full-time equivalent)

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5 ACINO TABLE OF CONTENTS Chairman s Letter 6 Report of the CEO 13 Welcome to Acino 18 Technologies 19 Services & Products 22 Staff 24 Locations 25 Corporate Governance 82 Group structure and shareholders 83 Capital structure 84 Board of Directors 85 Group Management 91 Compensation and shareholdings 94 Shareholders participation 95 Change of control and defense measures 96 Auditors 96 Information policy 97 Acino Group consolidated financial statements 27 Consolidated income statement 28 Consolidated balance sheet 29 Consolidated cash flow statement 30 Consolidated statement of recognized income and expense 32 Statement of changes in consolidated equity 32 Notes to the consolidated financial statements 33 Report of the Statutory Auditor 72 Investor Information 99 Addresses 102 Financial statements of Acino Holding Ltd. 73 Income statement 74 Balance sheet 75 Notes to the financial statements 76 Proposal of the Board of Directors 79 Report of the Statutory Auditor 80 5

6 ACINO CHAIRMAN'S LETTER Dear Shareholders, The Acino Group can reflect with pride on a very successful year in Our achievement is the result of tremendous individual contributions by all employees. Outstanding performance flowed from about 380 staff members collectively putting their hearts and minds into the progress of their company. To these dedicated colleagues I express my sincere thanks. A record year in 2008 The Acino Group closed the year 2008 with a record result featuring several highlights: The powerful revenue growth was accompanied by substantial improvements in operating performance. We succeeded in implementing value-adding strategies into profitable growth while enhancing the sustainability of the Group. On the product side, the successful launches of clopidogrel (original product: Plavix /Iscover by Sanofi-Aventis/Bristol-Myers Squibb) and buprenorphine in Germany, as well as the marketing authorization for goserelin, were of particular significance. Transforming technologies efficiently into medicines and thereby realizing products from own development to market maturity can be viewed as a major milestone. In conjunction with impressive performance gains, excellent implementation of the Group strategy to create a unified organization focused on highly profitable segments of the pharmaceutical market was achieved. The Group realignment was completed during the third quarter. As from September 1, 2008, all Group companies were branded Acino. 6

7 ACINO CHAIRMAN'S LETTER Marked results improvement The marked results improvement was supported by sustained top-line growth (revenue CHF million, up 28% year-on-year), efficiency enhancements and lower operating expenses. With an EBITDA of CHF 79.4 million (up 53% year-on-year), the Group again produced a record result. Compared with the previous year 2007, net profit before tax doubled to CHF 41.9 million (2007: CHF 20.7 million) and net profit increased by a third to CHF 33.0 million (2007: CHF 24.9 million). Shareholders equity has increased by CHF 24.0 million since the end of 2007 to CHF million. This represents an equity ratio of 73%. The strong balance sheet will allow the Group to push ahead with profit-oriented growth in the business areas pharmaceutical and generic specialties. Group management effectiveness showed up in improved ratios. For example, return on equity increased by two percentage points from 8% (2007) to 10% in Internal financing of growth Novosis wholly owned by Acino Even in a year marked by strong growth, cash flow from operating activities improved substantially and reached CHF 73.4 million (2007: CHF 41.3 million). Of this, CHF 12.3 million was accounted for by invoiced customer milestone payments. Current assets (which increased because of strong sales growth), investments in the new warehousing and logistics facility in Aesch (Canton Basel-Landschaft, Switzerland), capacity expansion and the funding of development projects totaling CHF 51.1 million (2007: CHF 28.1 million), were wholly financed from internal resources. At the heart of the investment activities was the full take-over of Novosis AG as of March 31, Acino acquired the remaining Novosis shares from its previous shareholders for a consideration of CHF 64.4 million. This effectively marks the completion of the acquisition of Novosis AG. A final small payment in the amount of EUR 0.2 million is due in As of December 31, 2008, the Group had liquid funds of CHF 25.9 million offset by financial liabilities of only CHF 4.2 million. Despite high investment activity, free cash flow (cash flow from operating activities minus investments in tangible and intangible assets) nearly doubled in 2008 to CHF 21.8 million (2007: CHF 13.0 million). 7

8 ACINO CHAIRMAN'S LETTER Effective technology management transforms Acino into a pharma specialist By acquiring Cimex in 2004 and Novosis in 2006, the Group took over two successful companies with highly promising technology platforms within the area of drug delivery. Already at the time of acquisition, both companies had mastered a highly sophisticated know-how in pharmaceutical galenics with a focus on oral (Cimex) and transdermal and subcutaneous (Novosis) formulations. Their technological competencies were accompanied by a comprehensive spectrum of services ranging from product development, registration, sourcing and contract manufacturing to packaging and logistics. In the course of last year s Group reorganization, core functions such as product development, registration, licensing and finance were merged to align our market focus effectively with either of two distinct strategic directions: Firstly, Acino develops and manufactures application systems with modified drug release for already approved and established active ingredients. Our service offering comprises own developments of pharmaceuticals available for licensing as well as contract developments. Core competencies range from the sourcing of active ingredients to product development, registration and manufacturing, to packaging and logistics. In Europe, Acino is a leading full service supplier to the generics industry. Secondly, as a partner to the research-driven pharmaceutical industry, we work on a comprehensive pipeline of original products. On behalf of renowned pharmaceutical companies we conduct the pharmaceutical development, registration and manufacturing of new medicines. Most advanced are developments in the indication areas Parkinson and pain. Technological leadership in drug delivery is the common platform for both strategic directions. It provides a competitive advantage and is the result of substantial investments in research and development and in our employees. Innovative and creative solutions help us to develop pharmaceuticals with a genuine value added. In doing so, numerous patents from our successful R&D activities enhance the protection of products. The broad service spectrum covering all preregistration activities allows us to participate in the entire value chain from conceptualization through to product marketing approval. For both target markets pharmaceutical specialties and generics the market research company IMS forecasts above average growth. While the global pharmaceutical market is predicted to grow by % in total in 2009, pharmaceuticals prescribed by specialists are expected to grow by 8-9%. The assumption for the generics market growth is 5-7% on average. However, generics in countries with a lower market penetration and higher cost reduction pressures are likely to deliver substantially higher growth rates. With its strategic focus, Acino has established a presence and participates with above average margins in promising and sustainably profitable segments of the pharmaceutical market. 8

9 ACINO CHAIRMAN'S LETTER Group Management reorganized and enhanced The successful implementation of the corporate strategy calls on top management to display a broad-based understanding of the different businesses and markets that Acino operates in. In addition, the new organization of the Acino Group, with the merging of important operational areas, imposed new responsibilities at the level of Group Management. In addition to the existing Members of Management Dr. Axel Müller (appointed CEO of the Acino Group, effective June 25, 2008) and Marcel von Ah (CFO) Group Management of Acino was enlarged to include the following new members (effective on either September 1, 2008, or at subsequent joining dates): Dr. Harald Haubitz assumed responsibility for production and company logistics for the entire Group. In this function he oversees manufacturing, logistics, purchasing, quality assurance and control, order processing, and safety and environmental protection within all production sites of the Acino Group. Dr. Annette Eschler took over responsibility for business development for own projects. In this function she continues to be responsible for the out-licensing activities of all products developed in-house, as well as for the patent department within the Acino Group. Dr. Jean-Daniel Bonny assumed the role of Head of Research and Development as of November 1, 2008 and is responsible for all research and development activities of the Acino Group. Dr. Wolfgang Niedermaier joined the Group on October 1, 2008, and heads the company site in Miesbach (Germany). In this function, he is directly responsible for and will coordinate all activities of the Group s German location. Dr. Wilfried Fischer, who previously headed Novosis, left the company at the end of August 2008 of his own accord. 9

10 ACINO CHAIRMAN'S LETTER Acino shares top performers on the stock exchange The investor community acknowledged the record results of the Group in the period under review and its strategic positioning within pharmaceuticals by pushing Acino shares to an all-time high. In an otherwise negative year for the stock markets, the value of the Acino share in creased by 40% (SPI: - 36%) to CHF 230 by December 31, Accordingly the Acino share was the second best performer within a total market index in Switzerland comprising 210 companies. The market capitalization climbed from CHF million at the end of 2007 to CHF million by the end of Taking into consideration the dividend of CHF 2.20 per share paid out in May 2008, the shareholders of Acino Holding Ltd. achieved a total return (dividend and capital gain) of 42%. Changes in the company s shareholder composition have significantly improved the liquidity of the Acino shares. The free float of the Acino shares increased substantially and now amounts to over 90%. Among the disclosed holdings as of December 31, 2008, two shareholders held participations of between 5% and 10% while two others have holdings of between 3% and 5%. Elections to the Board of Directors and the Dividend Proposal As of the date of the forthcoming General Meeting of Shareholders, my term as Chairman, and the term of Dr. René Muttenzer, Vice-Chairman as Members of the Board will expire. We both stand for reelection and would be delighted, if reelected to continue using our expertise to Acino s benefit for another three years. On the basis of the earnings power of the Acino Group, its positive outlook and the necessary resources to fuel future growth, the Board of Directors is proposing a dividend of CHF 2.50 per share for If accepted, this pay-out represents an increase of 14% year-on-year. 10

11 ACINO CHAIRMAN'S LETTER Outlook The Acino Group closed the year 2008 with very good results and will meet future challenges as an innovative and strong company. With our results validating the adopted strategy, the further strengthening of the Acino Group as a leading provider of pharmaceutical specialties and contract development for the research-driven pharmaceutical industry remains the objective of the company. As a consequence, we continue to evaluate both opportunities for organic growth and acquisitions at a strategic and operational level, so as to advance our market position. We also wish to express our sincere thanks to you, our esteemed shareholders, for your interest and trust in Acino yet again in Yours truly, Luzi A. von Bidder Chairman of the Board of Directors of Acino Holding Ltd. Basle, March

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13 ACINO REPORT OF THE CEO Dear Shareholders, Our efforts were suitably rewarded in It is with great pleasure that I report on the most successful year in the history of our company. Powerful revenue growth Full year revenue of CHF million (2007: CHF million) surpassed the previous year s result through organic growth by 28%. The segment information is now fully aligned to the new Group organizational structure which is based on the two Operating Segments, Peroral (solid oral dosage forms) and Parenteral (transdermal therapeutic systems and biodegradable drug implants). The Operating Segment Peroral increased turnover by 41% year-on-year to CHF million (2007: CHF million). The successful market introduction of clopidogrel boosted sales significantly. In addition, strong order intake for contract manufacturing, as well as for proprietary products, was a major contributor to this excellent outcome. With CHF 40.6 million (2007: CHF 44.8 million), revenue of the Operating Segment Parenteral fell short of the previous year s result by 9%. The main reasons for this short-fall were the currency strength of the Swiss Franc against the Euro and lower sales of the Fentanyl patch after an extraordinary year in Finally, the market introduction of buprenorphine was postponed because of delays in securing marketing approval. Marked operating performance improvements and yet another net profit surge With an EBITDA of CHF 79.4 million (up 53% year-on-year), the Group again produced a record result. Year-on-year the EBITDA-margin climbed by five percentage points to 34% (2007: 29%). The following operational highlights must be emphasized: The substantial increase in revenue, supported by the successful market introduction of clopidogrel, was enhanced by lower per unit operating costs. Full production capacity utilization was achieved which produced higher volumes and greater economies of scale (especially for newer products). Lower operating expenses in the period under review contributed soundly to the excellent result. Compared with the same period last year, EBIT more than doubled, increasing to CHF 46.2 million (2007: CHF 22.3 million). The EBIT-margin increased significantly to 20% (2007: 12%). The continuous strength of the Swiss franc negatively impacted the result as Acino accounts for approximately 98% of revenue in Euro. The period-end exchange rate as of December 31, used to translate the balance sheet, decreased from EUR/CHF 1.65 as of the end of 2007 to EUR/CHF 1.48 as of the end of The rapid decline of the EUR/CHF currency exchange rate also negatively affected the financial result (2008: CHF -5.0 million). Nevertheless, the Group succeeded in doubling net profit before tax to CHF 41.9 million (2007: CHF 20.7 million). Net profit after tax increased to CHF 33.0 million (2007: CHF 24.9 million) or by 33% year-on-year. This result is all the more remarkable as the prior year s result benefitted from an extraordinary and non-recurring tax credit related to the German tax reform. 13

14 ACINO REPORT OF THE CEO Strong demand for new and established products Demand for our products continued to be strong. The two new introductions clopidogrel and oxycodone have both become top-selling medicines in our product range and the newly launched buprenorphine booked its first sales in Germany during the fourth quarter of Product milestones in 2008 included securing marketing approval for three and the launch of two products from own development. The Group was also granted crucial positive court decisions for strongselling drugs. Fentanyl: largest-selling product in the Operating Segment Parenteral. The highly effective opioid patch Fentanyl is used in oncology and rheumatology to combat severe pain. The continuous transdermal administration of the active ingredient for up to three days enables the steady treatment of patients prescribed this pain relieving medicine. Despite increasing competitive pressure, the Fentanyl patch remains the largest-selling product in the Operating Segment Parenteral. At its Miesbach site (Germany), Acino manufactures Fentanyl patches using the matrix technology for leading generics companies in Europe and Canada. Its manufacturing capacities for transdermal systems and state of-the-art facilities make Acino the second largest producer of therapeutic patches in Europe. Clopidogrel: last obstacle cleared in Germany. Since July 2008, pharmaceutical products developed by Acino containing the active ingredient clopidogrel (Clopidogrel-Ratiopharm 75 mg, Clopidogrel-Hexal 75 mg) are marketed in Germany offering patients the first cost-effective treatment alternative to the original product in Europe. In May 2008, the Acino Group received approval from the BfArM (Federal Institute for Drugs and Medical Devices, Germany) for the antiplatelet agent clopidogrel in Germany and immediately transferred it to its marketing partners. The originator firm Sanofi-Aventis appealed the approval repeatedly in summary proceedings but without success. Interestingly, procedural questions relating to the approval process employed by the authorities was the focal point of these legal proceedings and not, as one would imagine, patent-related issues. The latest court decision regarding these preliminary legal proceedings cannot be challenged by ordinary appeal. Additionally, there are no direct legal disputes between Acino and Sanofi-Aventis regarding clopidogrel. Oxycodone: increasing sales and another court ruling in favor of Acino in the patent dispute with Mundipharma Demand continues to be strong for oxycodone (original drug: Oxygesic, OxyContin by Mundipharma) which is used to treat severe pain and was introduced in Germany in the first quarter of In the meantime oxycodone developed by Acino was also launched in countries other than Germany. The originator company Mundipharma had accused Acino and its marketing partners of patent infringement in a number of countries and, in several cases, over two instances. As in all previous court decisions relating to oxycodone, the latest court rulings issued in the main proceedings in 14

15 ACINO REPORT OF THE CEO both Germany and the United Kingdom, were clearly in favor of Acino and its marketing partners. Although Mundipharma has appealed these rulings in Germany and in the United Kingdom, Acino views the newest positive decision as evidence that no patent infringement exists. Acino plans to introduce oxycodone onto a wider market in the near future. Buprenorphine patch: launched in Germany. In Germany, we obtained approval for the buprenorphine patch from our own development (competitor product: Transtec by Grünenthal). The newly developed and easy-to-handle buprenorphine patch is a transdermal matrix system which continuously releases the active ingredient over a period of up to three days. It is used to treat pain related to cancer, musculoskeletal pain (due to diseases such as arthrosis, osteoporosis or rheumatism), and other chronic pain disorders. Since the fourth quarter of 2008, our strong marketing partner AWD.pharma is promoting the buprenorphine patch (developed by Acino) in Germany using its own highly educated sales force. AWD.pharma GmbH&Co. KG markets innovative, patent-protected as well as competitively priced generics in the indication areas of pain, cardiovascular, osteoporosis and central nervous system disorders. The company is a member of the American company Barr Pharmaceuticals, Inc. (New Jersey, USA), which was recently acquired by the Israeli company Teva Pharmaceutical Industries Ltd., one of the world s largest generics corporations. Launches in additional European countries will occur in 2009 using other marketing partners. At present, the market for buprenorphine patches in Europe is about CHF 200 million (EUR 130 million). Goserelin: cleared for marketing in the first countries product launch imminent. In June 2008, Swissmedic, the Swiss authority for the authorization and supervision of therapeutic products, approved the 1-month implant goserelin developed by Acino for the treatment of cancer. This is the first generic marketing approval for this compound in Europe. Shortly afterwards, in November 2008, the BfArM also endorsed its marketing authorization. The registration documentation for the goserelin 3-month implant was submitted in November 2008 in Germany (Reference Member State, RMS) and in about 20 additional European countries (Concerned Member States, CMS). The goserelin implant is the first sterile implant from a series of own developmental products to receive marketing approval. We expect to launch the 1-month implant during the second quarter The market for goserelin in Europe and neighboring countries is currently about CHF 560 million (EUR 350 million). We can look back on our developmental activities with pride. Besides the pharmaceutical products ready for marketing, additional developmental projects which include own as well as contract developments have all made good progress. 15

16 ACINO REPORT OF THE CEO Substantial investment in production in order to satisfy high demand Volume output of solid dosage forms such as retard and film tablets reached new all-time highs in The new production facility in Liesberg (Canton Basel-Landschaft, Switzerland) was completed according to plan at the end of After installation and validation of the equipment, the production capacity for solid oral dosage forms will increase by approximately 300 million units annually from the second quarter This investment project amounts to about CHF 14 million (as previously announced), allocated to the years 2008 and In order to cater for the anticipated and steadily increasing production volumes over the coming years, Acino acquired a manufacturing and logistics building in Aesch (Canton Basel-Landschaft, Switzerland) in October We intend to move the majority of our existing packaging lines and inventories from the production plant in Liesberg to the new location in Aesch. This will make room for more manufacturing in Liesberg and allows for another midterm capacity expansion of solid oral dosage forms of up to 500 million units. Initially about 40 employees will work from Aesch. The investment for both the acquisition and the upgrade in Aesch is about CHF 17 million and will be accounted for over the years 2008 to At the site in Miesbach (Germany), the foundation stone was laid for an annex building which will accommodate the production of implants. Approximately EUR 6 million will be invested in this new building over the years 2008 to It will be equipped with the most modern technology and is expected to come on stream in the first quarter of Positive outlook 2009 confirmed We remain optimistic for Steady strong demand for established products and the introduction of the new products clopidogrel, buprenorphine and goserelin, should significantly contribute to the growth of our business. In 2009, another important customer project is expected to reach the market. On this basis, growth in currency adjusted terms is likely to continue and accordingly the investment rate will remain at elevated levels over the next few quarters. Yours sincerely, Dr. Axel Müller CEO of the Acino Group Basle, March

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18 ACINO WELCOME Acino stands for the supply of efficient, effective and safe drugs in the optimal pharmaceutical form and at a fair price. Innovative and creative solutions help us to develop pharmaceuticals with a genuine value added. Acino builds on innovation Our motivation to excel is guided by shared values. Technological leadership ensures that Acino maintains its competitive edge. This is brought about by continual and substantial investment in research and development and in our employees simultaneously. Our clients rely on excellence As a key development and manufacturing partner, we dedicate our expertise and reputation to the service of renowned pharmaceutical companies daily. Our reward comes from seeing that our clients comfortably rely upon us to address all challenges. Expertise in galenics We deploy our expertise and our ability to innovate towards optimizing the therapeutic benefit of pharmaceuticals or enhancing the drug delivery system as compared to the corresponding originator drug. With a focus on solid oral dosage forms with modified release of the active ingredient, transdermal therapeutic patches and biodegradable, subcutaneous implants, Acino supplies leading pharmaceutical companies throughout Europe. Partner of the pharmaceutical industry Throughout our process chain from discovery to development, from clinical tests to approval and manufacturing, Acino demonstrates excellence in tight timeframes, premium quality and client focus. Our R&D activities focus on optimizing drug delivery, we develop own proprietary products which we license to marketing partners across Europe and selected other countries. 18

19 ACINO TECHNOLOGIES Peroral Complex solid oral dosage forms Acino is specialized in the development and manufacture of multiple unit dosage forms (pellet-filled capsules or multiple unit pellet systems, so-called MUPS) with high drug content. For this purpose Acino applies innovative technologies for developing and manufacturing particles such as suspension/ solution-layering in a fluid-bed (Fig. 1) or melt extrusion and in the future also extrusion/ spheronisation (Fig. 2). Abb. 1: Suspension/solution layering Abb. 2: Extrusion/spheronisation Advantages of multiple unit dosage forms The gastric transit time of pellets is largely independent of the filling degree and the motility of the stomach. Additionally, pellet-filled capsules or MUPS-tablets which reach the gastrointestinal tract (GIT) rapidly disperse in the GIT thereby avoiding high local concentrations of the active substance which often causes irritations or even ulcerations of the gastrointestinal system. Multiple unit systems also offer great flexibility as different active ingredients or release rates can be easily blended. Our competence Technologies for peroral administration: Suspension/solution layering Extrusion/spheronisation (in the future) Plus all common process technologies Dosage forms: Monolithic (single unit) systems Multiparticulate systems Acino developments in the market (selection) Clopidogrel film-coated tablet: Antiplatelet agents such as clopidogrel inhibit the aggregation of blood platelets. In medical practice they are prescribed for the prevention and treatment of atherothrombotic events including cerebrovascular disease, coronary artery disease and peripheral vascular disease. Oxycodone MUPS: oxycodone is an opioid analgesic used to combat severe pain in cases where non-opioid pain killers provide insufficient relief. Alfuzosine retard tablet: alfuzosine is prescribed for the treatment of benign prostate enlargements. Metoprolol MUPS: Selective beta-receptor blockers such as metoprolol are used to treat high blood pressure (hypertension) and coronary heart disease. Additional medicines from contract development or own development efforts, for example for the treatment of gastric and intestinal ulcers, central nervous system diseases or pain. 19

20 ACINO TECHNOLOGIES Parenteral Transdermal therapeutic systems Acino is a leader in the development of transdermal therapeutic systems (TTS) and their use in different indication areas. Highly qualified scientists and other specialists deploy their expert know-how to achieve the best possible results while considering all potential factors arising in the process. In doing so, they apply innovative in vitro permeation models and analytical methods and dispose of the most modern manufacturing facilities. Transdermal therapeutic systems basically come in two different versions: matrix patches and reservoir patches. Advantages of transdermal therapeutic systems TTS bypass the gastrointestinal tract and enable a continuous administration of the active ingredient. Almost constant blood levels of the active ingredient can be achieved irrespective of the filling degree of the stomach and the time of drug intake. Unwanted effects (such as irritations of the gastrointestinal tract sometimes observed under permanent oral drug administration) are significantly reduced thereby optimizing the therapeutic benefit. Easier drug administration schedules enhance patient compliance (which often suffers when regular intake schedules are forgotten) and comfort. Matrix Patch Backing film Release liner Drug containing matrix Our competence Technologies for transdermal application: Matrix systems Reservoir systems Electro-responsive system (SmartPatch ) Dosage forms: Transdermal and topical therapeutic patches Reservoir Patch Drug reservoir Backing layer Adhesive layer Rate-controlling membrane The challenge in developing a TTS is the definition of the optimal composition from a large variety of adhesives, matrix materials and excipients. Acino developments in the market (selection) Fentanyl-Acino 25/50/75/100 Mikrogramm/h: matrix patch for the therapy of chronic pain which necessitates treatment with powerful analgesics such as opioids. Buprenorphine patch: strong, centrally acting opioid analgesic. Additional TTS in the indications pain, parkinson and other central nervous system diseases, either as contract developments or own developments. 20

21 ACINO TECHNOLOGIES Parenteral biodegradable drug implants A multitude of modern active ingredients including peptides and proteins are not suited for oral or transdermal administration. Here biodegradable implants which contain the active ingredient embedded in a polymer matrix can prove to be a viable alternative (Fig. 1). Fig. 2: Syringe with biodegradable implant Advantages of subcutaneous biodegradable drug implants With regard to comfort, patient compliance and continuous release of the active ingredient as well as in view of avoiding unwanted effects, subcutaneous biodegradable implants offer similar advantages as transdermal therapeutic systems, however, with longer dosing intervals. Fig. 1: Biodegradable implant (cross section) The implants are polymer sticks about 1 centimeter long with a diameter of about 1 millimeter. Physicians apply them with a commercially available standard syringe under the skin (subcutaneous, Fig. 2). The pharmaceutical development group at Acino specializes on optimizing the formulation by defining the most suitable polymers in their ideal combination. The objective is to achieve a reliable release profile of the active ingredient over a time period ranging from one month up to six months. The patient benefits from a permanent and continuous administration of the drug and is being medicated permanently and at the prescribed dosage. Our competence Technologies for subcutaneous administration: Melt extrusion (monolithic implants) Dosage forms: Biodegradable subcutaneous drug implants Acino developments (selection) Goserelin: the active ingredient goserelin interferes with the regulation of the sex hormone balance. This artificially induced lowering of hormone levels enables the symptomatic therapy of hormone dependant tumors such as prostate cancer with goserelin. Additional implants in various indications including prostate cancer, either as contract developments or in-house development. 21

22 ACINO SERVICES & PRODUCTS Acino R&D partnering with the research-driven pharmaceutical industry The development of a suitable drug delivery system can offer added protection for your product portfolio, access to a broader labeling with additional indications and improved efficacy and safety of your product. Acino possesses a vast spectrum of technologies for the modified drug release ranging from instant drug release to release of the active ingredient over several months. Our experts master broad-based know-how in peroral and parenteral (transdermal and subcutaneous) systems to develop the optimal drug delivery system for any customer product taking it from the first feasibility studies, through clinical development to registration and manufacture. on its own initiative to develop projects which will be available for licensing. Selected pipeline projects Contraception patch: global development project with Bayer Schering for a new contraceptive patch. Lisurid: the registration documentation for Lisurid TDS (transdermal system) in the indications Morbus Parkinson and Restless Legs Syndrome (RLS) were submitted to the European Medicines Agency (EMEA) in the second quarter of Acino manufactures Lisurid patches on behalf of Axxonis Pharma AG (Berlin) according to Good Manufacturing Practice (GMP). The methodological approach developed into routine; however, every specific detail still requires both scientific and creative excellence. Exclusive and protected technologies help to reduce development times, costs and risks. Currently Acino works on numerous research and development projects, either as partner of the international pharmaceutical industry or Additional confidential pipeline projects in various indications are in earlier stages of development. 22

23 ACINO SERVICES & PRODUCTS Contract manufacturing Pharmaceutical companies value Acino as a prime contract manufacturer of superior quality products. Acino covers the entire spectrum of services for B2B-customers, from the strategic sourcing of active ingredients to the manufacture and packaging, in a highly competent and reliable fashion. We offer: Contract manufacturing and packaging of solid oral dosage forms (excluding sugar-coated tablets), transdermal therapeutic patches and biodegradable implants Production of penicillin/clavulanic acid products and cephalosporin products (also effervescents) Clinical trial medication Our core competencies include Flexible manufacturing of small and large batch sizes Release and stability testing in own analytical laboratories Expertise in modified release formulations (targeted drug release profiles) Innovative technologies, especially for pellet-coating, transdermal systems and biodegradable implants Galenical development Scale-up Problem-solving in the context of complex drug formulations Manufacturing with use of organic solvents (granulates, pellets, film coating, transdermal systems) Acino sources active pharmaceutical ingredients (APIs) through its partner company Glochem Industries Ltd. in India and other third-party companies. 23

24 ACINO EMPLOYEES People for people Acino employs about 380 qualified and motivated staff in Switzerland and in Germany. Interdisciplinary teams of outstanding scientists and professionals deploy their creativity and expertise to achieve common goals. Our style is cooperation based on partnership. We work with passion and diligence and are proud of our innovations and their use for the good of patients worldwide. This is the quality of life and work at Acino. Our performance and success is a result of our employees relentless efforts, profound know-how and high motivation. We believe in a culture where people take pride in working together to better meet our customers needs, a culture that fosters personal growth and professional development. Acino offers motivated and qualified professionals a challenging and rewarding career in a dynamic industry. Acino is different, and each employee makes a difference, with every product and every service; today and tomorrow. Acino Management (from left to right): Dr. Wolfgang Niedermaier (Head Acino German Operations), Marcel von Ah (CFO), Dr. Jean-Daniel Bonny (Head R&D), Dr. Axel Müller (CEO), Luzi Andreas von Bidder (Chairman of the Board of Directors), Dr. Annette Eschler (Head Business Development), Dr. Harald Haubitz (Head Production & SCM) 24

25 ACINO LOCATIONS Locations Acino is domiciled in Basle (Switzerland). Key locations for research and development as well as manufacturing are Liesberg and Aesch (both in Switzerland) and Miesbach (Germany). Liesberg (Canton Basel-Landschaft, Switzerland). The manufacturing site in the Jura Mountains near Basle is a traditional production site for solid pharmaceuticals. Our team of about 150 employees is specialized on complex pharmaceutical dosage forms with modified drug delivery. Miesbach (Germany). The site in Upper Bavaria is home to our technology capabilities for transdermal patches and biodegradable subcutaneous implants. With its existing patch manufacturing capacity, the Miesbach plant is the second largest producer in Europe. Aesch (Canton Basel-Landschaft, Switzerland) is the location of Acino s new manufacturing and logistics facility including a building with a manufacturing area of about square meters and a fully automated high bay warehouse with pallet racks. Acino intends to move existing packaging lines and inventories to Aesch. Hyderabad (India). A strategic alliance for the sourcing of active pharmaceutical ingredients (APIs) links Acino to Glochem Industries Ltd. Acino holds an equity-stake of 20% in the company. Glochem complies with FDA guidelines for the manufacturing of APIs and is GMP certified by the EU. 25

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27 ACINO GROUP FINANCIAL REPORT Consolidated Financial Statements for the Acino Group 27 Consolidated income statement 28 Consolidated balance sheet 29 Consolidated cash flow statement 30 Consolidated statement of recognized income and expense 32 Statement of changes in consolidated equity 32 Notes to the consolidated financial statements 33 Report of the Statutory Auditor 72 Financial statements of Acino Holding Ltd. 73 Income statement 74 Balance sheet 75 Notes to the financial statements 76 Proposal of the Board of Directors on the appropriations of retained earnings 79 Report of the Statutory Auditor 80 27

28 ACINO GROUP CONSOLIDATED INCOME STATEMENT in CHF Notes Revenue Change in inventories Work performed by the entity and capitalized Goods and services purchased (88 887) (73 294) Employee benefits 6 (41 607) (34 881) Other operating expenses 7 (38 057) (34 096) Other operating income Operating profit before depreciation, amortization, net financial result and taxes Depreciation 11 (8 491) (6 509) Amortization 12 (24 753) (23 045) Operating profit Financial income Financial expense 8 (16 542) (13 269) Net financial result (5 040) (1 824) Result from associated companies Net profit before tax Income tax 9 (8 871) Net profit Net profit attributable to: - Shareholders of the parent company Minorities - 6 Earnings per share in CHF 10 - undiluted diluted The notes on pages 33 to 71 represent an integral component of these consolidated financial statements. 28

29 ACINO GROUP CONSOLIDATED BALANCE SHEET in CHF Notes * Assets Property, plant and equipment Intangible assets Pension schemes Investments in associated companies Financial Investments Deferred tax assets Total non-current assets Inventories and work in progress Trade receivables Tax assets Other current assets Cash and cash equivalents Total current assets Total assets Liabilities and shareholders equity Share capital Share premium Treasury shares 24 (4 916) (1 408) Reserves Total shareholders equity excl. minority interests Minority interests Total shareholders equity incl. minority interests Non-current financial liabilities Pension schemes Deferred tax liabilities Deferred revenue, non-current portion Long-term provisions Total non-current liabilities Trade and other payables Current financial liabilities Deferred revenue, current portion Current tax Current provisions Other current liabilities Total current liabilities Total liabilities Total liabilities and shareholders equity * The prior year values were adjusted here and in all notes according to IFRIC 14 regulations. The notes on pages 33 to 71 represent an integral component of these consolidated financial statements. 29

30 ACINO GROUP CONSOLIDATED CASH FLOW STATEMENT in CHF Notes Net profit Adjustments for non-cash items (Profits) and losses from the sale of property, plant and equipment (42) - Depreciation Amortization Result from associated companies 14 (764) (113) Fair value adjustments on financial investments (2 376) Change in deferred taxes (8 047) Change in deferred revenue (5 292) Change in pension schemes (395) Share-based compensations Change in provisions and other non-current liabilities Cash flow from operating activities before changes in working capital Change in inventories (7 853) (8 558) Change in trade receivables 957 (6 540) Change in other current assets (446) (4 070) Change in trade and other payables (3 505) Change in other current liabilities (1 781) Cash flow from operating activities Investment in property, plant and equipment 11 (36 573) (14 034) Proceeds from disposals of property, plant and equipment Investment in intangible assets 12 (14 923) (14 344) Proceeds from disposals of intangible assets 12-2 Proceeds from disposals of marketable securities Proceeds from disposals of financial investments Proceeds from disposal of subsidiaries 34 (35) (2 510) Residual purchase price payment for/ investment in subsidiaries 32 (64 019) (49) Cash flow from investing activities ( ) (25 507) 30

31 ACINO GROUP CONSOLIDATED CASH FLOW STATEMENT in CHF Notes Proceeds from borrowings Repayment of borrowings 27 (6 519) (669) Dividends paid 25 (6 881) (6 264) Increase in share capital and share premium 22, 23 (96) - Treasury shares 24 (2 351) (1 263) Cash flow from financing activities (9 887) (8 196) Effect of currency exchange rate fluctuations on liquid funds 107 (69) Net change in cash (40 298) Cash and cash equivalents beginning of the period Cash and cash equivalents at the end of the period The following items are included in the cash flow from operating activities: in CHF Interest paid (172) (216) Income taxes paid (2 397) (5 152) Interest received Dividends received The notes on pages 33 to 71 represent an integral component of these consolidated financial statements. 31

32 ACINO GROUP CONSOLIDATED STATEMENT OF RECOGNIZED INCOME AND EXPENSE in CHF Notes * Recognized amounts for pension schemes taken directly to equity 13, (2 439) Actuarial losses 13 (4 258) (2 995) Impact of limits according to article IAS 19.58b Tax effects 16 (1 533) 352 Net effect of currency translations (15 804) Income and (expense) directly recognized in equity (8 728) Net profit Total income and (expense) directly recognized in equity Net profit attributable to: - Shareholders of the parent company Minorities - 6 * The prior year values were adjusted here and in all notes according to IFRIC 14 regulations. The notes on pages 33 to 71 represent an integral component of these consolidated financial statements. ACINO GROUP STATEMENT OF CHANGES IN CONSOLIDATED EQUITY in CHF Notes * Balance as of January IFRIC 14 adjustment (after taxes) - (9 096) Total income and (expense) directly recognized in equity Change in treasury shares 24, 25 (4 360) (1 267) Employee stock plan , Dividends 25 (6 881) (6 264) Acquisition of minority interests 25, 26 (78) (49) Authorized issue of share capital through investment in kind 22, Balance as of December * The prior year values were adjusted here and in all notes according to IFRIC 14 regulations. The notes on pages 33 to 71 represent an integral component of these consolidated financial statements. 32

33 ACINO GROUP NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1 In general Acino (the Group) is specialized in the development, registration and production of generic and innovative pharmaceuticals using advanced formulation technologies, for which Acino also holds its own patents. With a focus on solid oral forms of administration with modified active ingredient release (Operating Segment Peroral) and therapeutic systems for transdermal applications such as patches and biodegradable, subcutaneous implants (Operating Segment Parenteral), Acino supplies leading pharmaceutical companies in Europe. Acino offers the pharmaceutical industry comprehensive services ranging from product development and registration to contract manufacturing, packaging and logistics. The Group s parent company, Acino Holding Ltd., is a Swiss joint-stock corporation headquartered in Basle. Its shares are listed on the SIX Swiss Exchange. The Group was active under the names Schweizerhall, Cimex and Novosis until August 31, The Group and all its subsidiaries changed their company names to Acino as of September 1, These consolidated financial statements were approved for publication by the Board of Directors on February 26, Summary of significant accounting policies Significant accounting policies used for the preparation of these consolidated financial statements are set out below. Unless otherwise stated, the methods described were consistently applied during the periods to which these financial statements relate. 2.1 Basis of preparation Acino Group s consolidated financial statements have been prepared in Swiss francs (CHF) on an historical cost basis, unless otherwise stated in the following description of accounting policies, are consistent with the International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board (IASB), and comply with Swiss statutory requirements. The following accounting policies have been consistently applied to all the accounting periods reported in these financial statements. The preparation of financial statements requires estimates and assumptions to be made by Group Management, which can influence the measurement of recognized assets and liabilities as well as contingent liabilities and assets and also expenses and income recognized during the period. It is possible for actual results to be at variance with such estimates. The more subjective and complex of those areas, for which assumptions and estimates have a material effect on these consolidated financial statements, are listed in Note 4. On January 1, 2008, the International Accounting Standard Board (IASB) implemented several International Financial Reporting Standards (IFRS) and revised the existing International Accounting Standards (IAS) (the IASB Improvement Project ). Numerous new standards, revisions and interpretations of existing standards were released, which must be applied for accounting periods commencing on January 1, 2009 or later. Unless otherwise stated, Acino Group does not apply them prematurely. (a) Standards, revisions and interpretations applicable as of January 1, 2008 IAS 39 (modifications), Financial Instruments: Recognition and Measurement IFRIC 11, Group and Treasury Share Transactions IFRIC 12, Service Concessions Arrangements IFRIC 13, Customer Loyalty Programs IFRIC 14, The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction The application of these revised and new standards and interpretations, except for IFRIC 14, have had no essential influence upon the consolidated financial statements. The application of IFRIC 14, have led to a retroactive adjustment of the consolidated equity and the pension scheme assets as of January 1, 2007, therefore the below-listed positions have had to be adjusted. Consolidated balance sheet as of December 31, 2007 the consolidated equity amounted to CHF million (CHF million before adjustment), the liabilities from the personnel benefit plan amounted to CHF 5.9 million (a credit balance of CHF 5.2 million before adjustment) and the deferred tax liabilities amounted to CHF 33.9 million (CHF 36.7 million before adjustment); modification of the consolidated equity the equity on January 1, 2007 amounted to 33

34 ACINO GROUP NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CHF million (CHF million before adjustment); consolidated listing of the recognized income and expense for the period of January 1 to December 31, 2007 the amount listed in the equity for the personnel benefit plan is now CHF -2.4 million (CHF -3.5 million before adjustment), income and expense listed directly in equity is now CHF 1.4 million (CHF 0.6 million before adjustment), the total of all income and expense listed in equity is now CHF 26.3 million (25.5 million before adjustment). The application of IFRIC 14 has no influence upon the income statement or upon the earnings per share, neither the diluted nor the undiluted. (b) Standards, revisions and interpretations that have been applied prematurely IFRS 8, Operating Segments (applicable as of January 1, 2009) IFRS 3 (adjustments), Business Combinations (applicable as of July 1, 2009) IAS 27 (adjustments), Consolidated and Separate Financial Statements according to IFRS (applicable as of July 1, 2009) The merging of the individual division into a new management structure and the new naming has prompted the Acino Group to undertake an early application of the new IFRS 8 standards, which are applicable as of January 1, The new standard replaces the former IAS 14. Segment information is now presented in a manner that is consistent with internal reporting. The prior year s figures were correspondingly adjusted in the new presentation. (c) Standards, revisions and interpretations that have not yet been applied IFRS 2 (amendments), Vesting Conditions and Cancellations (applicable for business years beginning on or after January 1, 2009) IAS 1 (amendments), Presentation of Financial Statements (applicable for business years beginning on or after January 1, 2009) IAS 23 (amendments), Borrowing Costs (applicable for borrowing costs in regard to the fair value of assets if the asset has been entered on or after January 1, 2009) IAS 39 (amendments), Risk Positions that qualify for Hedge Accounting (applicable for business years beginning on or after January 1, 2009) IFRIC 15, Agreements for the Construction of Real Estate (application for business years beginning on or after January 1, 2009) IFRIC 16, Hedges of a Net Investment in a Foreign Operation (applicable for business years beginning on or after October 1, 2008) IFRIC 17, Distributions of Non-cash Assets to Owners (applicable for business years beginning on or after July 1, 2009) IFRIC 18, Transfers of Assets from Customers (applicable for business years beginning on or after July 1, 2009) Modifications that arose from the annual improvements of the IFRS in May 2008 (Annual Improvement Project) The group assessed the consequences of the above-listed guidelines and came to the conclusion that they have no essential impact upon the consolidated result and the group's financial position. 2.2 Scope and method of consolidation Changes in scope of consolidation In the reporting year, Cimex Pharma Ltd., Cimex Ltd. and Schweizerhall Management Ltd. were merged and renamed to Acino Pharma Ltd. The remaining minority shareholders of Cimex Pharma Ltd. were compensated with cash payments in the course of these transactions. In addition, Schweizerhall Holding Ltd. was renamed to Acino Holding Ltd., Cimex Supply Ltd. was renamed to Acino Supply Ltd., Novosis AG was renamed to Acino AG and Schweizerhall Inc. was renamed to Acino Pharma Inc. In the prior year, Cimex Development Ltd. was merged into Cimex Ltd. and Acino Pharma GmbH was newly founded. Neither transaction had any influence upon the consolidated financial statements Subsidiaries Subsidiaries are companies, the financial and operating activities of which are controlled by the Group. The Group normally owns more than 50% of the shares in such companies. When determining whether a company is controlled, the existence and effect of any potential exercisable or convertible voting rights are considered. 34

35 ACINO GROUP NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Subsidiaries are included in the consolidation from the date on which control is transferred to the Group (full consolidation) and are deconsolidated when control terminates. The purchase method is used to consolidate acquired subsidiaries. The relevant purchase price is measured as the fair value of assets transferred, equity instruments issued and liabilities created or acquired on the date of exchange plus any direct costs attributable to the acquisition for transactions that took place before January 1, Within the scope of a corporate merger, the identifiable assets, liabilities and contingent liabilities of business combinations are initially measured and consolidated at fair value on the date of acquisition regardless of the extent of minority interests. Any excess of the purchase cost over the Group's share of the fair value of net assets acquired is recognized as goodwill. Any shortfall of purchase costs below fair value of the net assets of the subsidiary acquired is recognized directly through profit or loss Transactions with minorities Transactions with minorities are treated in the same manner as transactions with the parent company s shareholders. All payments for the purchase of minority interests or sales proceeds relating to the sale of minority interests are taken directly to equity. Any differences arising in connection with the relevant minority interests are taken directly to equity as a result of treating the Group as a single economic entity Associated companies Associated companies are those companies over which the Group exercises significant influence rather than control. The Group generally has 20% to 50% of the voting rights in such companies. Investments in associated companies are accounted for by the equity method and are initially recognized at purchase cost. The Group s share of associated companies includes goodwill arising on acquisition less accumulated impairment losses. The Group s share of any profits and losses of associated companies is recognized in consolidated profit or loss from the date of acquisition. The carrying amount of the associated company is adjusted by the cumulative amount of changes following the acquisition. In the event that the Group s share of losses in an associated company is equal to or greater than the Group s share in such an associated company including other unsecured receivables, the Group does not recognize any further losses unless the Group has assumed obligations or made payments on behalf of the associated company. The amount of unrealized profits on transactions between Group and associated companies are prorated to the Group s share in the associated company and eliminated. Unrealized losses are also eliminated unless the transaction is indicative of an impairment of the asset's carrying amount. The accounting policies of associated companies are changed to the extent required to assure the uniform application of accounting policies throughout the Group. 2.3 Segment Reporting With the early application of IFRS 8, the definition of the operative segment takes the management approach, i.e. the segment is correspondingly listed in a manner consistent with the internal reporting. 2.4 Foreign currency translation Functional and reporting currencies The line items contained in the financial statements of each consolidated company are reported in the currency of the primary economic environment in which the company operates (functional currency). The consolidated financial statements are presented in Swiss francs (CHF), which is the functional and reporting currency of the Acino Group Transactions and balances Foreign currency transactions are translated into the functional currency by using the rates of exchange prevailing on the dates of the transactions. Gains or losses arising in connection with such transactions and the translation of foreign currency monetary assets and liabilities at year-end rates of exchange are recognized through profit or loss unless taken to equity as effective cash flow or net investment hedges. Translation differences relating to non-monetary items such as financial assets, the changes in fair value of which are recognized through profit or loss, are reported as a component of net foreign exchange gains and losses. Translation differences relating to non-monetary items, such as available-for-sale-financial-assets, the changes in fair value of which are taken to equity, are reported in the reserve for fair value adjustments of financial assets. 35

36 ACINO GROUP NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Group Companies The financial statements of non-swiss subsidiaries, with functional currencies other than Swiss francs, are prepared in the respective currency of their country of incorporation and translated into Swiss francs for purposes of the consolidation using year-end rates for balance sheets and the average rate for the year for income statements. The resultant translation differences as well as translation differences relating to the translation of foreign currency loans to Group companies of an investment nature are taken directly to equity and are not recognized in the income statement. At the time of a sale or dissolution of a non-swiss subsidiary, the cumulative translation differences previously deferred in equity are recognized in profit or loss. Translation differences regarding non-swiss entities, the functional currency of which is CHF and which prepare financial statements in a different currency, are recognized in profit or loss. Adjustments to goodwill and the carrying amounts of assets and liabilities in connection with the acquisition of non-swiss subsidiaries are treated as the assets and liabilities of such foreign operations and translated into Swiss francs at the year-end rate Exchange rates of the most important currencies The following exchange rates were used for the most important currencies: Currency Year-end rate Average rate EUR/CHF USD/CHF Property, plant and equipment Property, plant and equipment are recognized at historical purchase/manufacturing cost less accumulated depreciation. Purchase and manufacturing costs include directly attributable acquisition costs. Subsequent purchase and manufacturing costs are only recognized as components of the assets or if significant as a separate asset to the extent that it is probable that future economic benefits associated with the asset will flow to the Group and the cost of the asset can be reliably measured. Other costs for repairs and maintenance are recognized in profit or loss in the year in which they are incurred. Land and construction in progress are not depreciated. All other assets are depreciated on a straight-line basis by which carrying amounts of assets are measured by charging the following rates of depreciation against purchase cost over the expected useful lives of the assets: Property, plant and equipment category Useful lives in years Office buildings Warehouse and production premises Storage facilities Production equipment and installations Laboratory equipment Vehicles 5 10 Furniture 5 10 Hardware

37 ACINO GROUP NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Carrying amounts and useful economic lives are impairment tested at each balance sheet date and adjusted where necessary. Carrying amounts of assets in excess of their estimated recoverable amounts are immediately written down to their recoverable amount. The recoverable amount is the higher of the asset's fair value less selling costs and its value in use. Gains or losses on disposal of assets correspond to the difference between proceeds on disposal of the asset and its carrying amount and are recognized in profit or loss (gains in other operating income, losses in other operating expenses). 2.6 Intangible assets Goodwill Goodwill is the amount by which the purchase cost of a company exceeds the fair value of the Group s share of the acquired company s net assets on the date of acquisition. Goodwill arising on acquisition of a subsidiary is reported as an intangible asset. Goodwill arising on the acquisition of an associated company is reported as a component of the investment in that associated company. Goodwill is subject to annual impairment testing and is recognized at purchase cost less accumulated impairment losses. Profits and losses on the disposal of companies include the carrying amount of goodwill relating to the company disposed. Goodwill is allocated to the Group s identifiable cash generating units (CGU) Development projects Costs incurred relating to development projects (in connection with the registration of new products), are recognized as intangible assets to the extent that it is considered probable that such projects will be commercially successful, are technically feasible and the costs can be reliably measured. Development costs include production supplies, direct labor costs, depreciation of laboratory and analytical equipment, other direct costs and fixed costs allocable to development. Development costs capitalized in connection with work performed are separately reported in the income statement. External costs are capitalized at purchase cost. Other development costs are recognized through profit or loss, as and when they are incurred. Research costs are immediately recognized in profit or loss, as and when they are incurred. Development projects acquired as part of a business combination are separately measured and recognized at fair value as part of the allocation of acquisition costs. Capitalized development costs, with limited useful lives, are amortized over their expected useful lives (5 to 10 years) commencing in the year that commercial production begins Contract and non-contract customer relationships In accordance with IFRS 3, part of the acquisition cost of business combinations is allocated to any contract and non-contract customer relationships acquired, which are separately recognized at fair value. The relevant amount is reported separately from goodwill and is allocated to cash generating units. Contract and non-contract customer relationships recognized in this manner are amortized from the date of acquisition over their expected useful lives (6 to 8 years) Software Purchased computer software licenses are recognized at their purchase/production costs plus configuration costs. These costs are amortized over their expected useful lives (3 to 5 years). 2.7 Impairment of assets Assets with indefinite useful lives are not depreciated or amortized but are subject to annual impairment testing. Assets for which scheduled depreciation or amortization is charged are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The amount by which the carrying amount exceeds the recoverable amount is recognized as an impairment loss. The recoverable amount is the higher of the asset's fair value less selling costs and its value in use. For impairment testing, assets are grouped in the smallest cash generating group of assets that can be separately identified (cash generating units). 37

38 ACINO GROUP NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2.8 Financial assets Financial assets are classified into the following categories: financial assets recognized at fair value through profit or loss; loans and receivables; and available-for-sale financial assets. The classification is made with reference to the purpose for which the financial asset was acquired. Management determines the classification of the financial asset at the time of its initial recognition and reviews the classification on each balance sheet date Financial assets recognized at fair value through profit or loss Financial assets included in this classification are those primarily acquired for the purpose of selling them in the near term or were designated as such by management. Derivatives are also included in this category to the extent that they do not qualify as hedging instruments. Assets in this category are reported as marketable securities in current assets to the extent that they are held either for trading purposes or it is envisaged that they will be realized within twelve months of the balance sheet date. Assets in this category which are held for the long-term or cannot be realized within twelve months are reported as financial investments Loans and receivables (loans and receivables) Loans and receivables are non-derivative financial assets with fixed or determinable payments and which are not quoted on an active market. They are created when the Group provides cash, goods or services directly to a buyer without the intention of selling the resultant claims. They are included in current assets to the extent that they are payable in no more than twelve months from the balance sheet date in which case they are reported as non-current assets. Loans and receivables are reported in the balance sheet as trade receivables and other current assets. Loans and receivables are reported in the balance sheet as trade receivables and other current assets Available-for-sale financial assets Available-for-sale financial assets are non-derivative financial assets that are either designated as availablefor-sale or are not included in any of the other above categories. They are reported as financial investments under non-current assets Measurement of financial assets All purchases and sales of financial assets are recognized on the trade date, which is the date on which the Group commits itself to the purchase or sale. Financial assets, not classified as at fair value through profit or loss are initially recognized at fair value plus transaction costs. Transaction costs relating to financial assets classified as at fair value through profit or loss are recognized in profit or loss. Financial assets are derecognized when the contractual rights to the cash flows from the investment expire or have been transferred and the Group has substantially transferred all risks and rewards of ownership. Available-for-sale financial assets and financial assets classified as at fair value through profit or loss are measured at fair value subsequent to initial recognition. Loans and held-to-maturity financial investments are measured at amortized cost using the effective interest method. Realized and unrealized gains and losses attributable to changes in fair value of assets classified as at fair value through profit or loss are recognized in profit or loss for the period in which they arose. Unrealized gains from changes in fair value of non-monetary securities classified as available-for-sale financial assets are taken directly to equity. If securities classified as available-for-sale financial assets are sold or impaired, the fair value adjustments accumulated in equity are recognized in profit or loss as gains or losses from financial assets. 38

39 ACINO GROUP NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The fair values of listed shares are measured with reference to the current closing price. If there is no active market for financial assets or such assets are not listed, then fair value is determined using suitable valuation techniques. These techniques include the use of recent arm's length transactions between unrelated counterparties, the fair value of other instruments that are substantially the same and discounted cash flow analyses. Fair values determined by the Finance Committee based on these valuation techniques are subject to the approval of the Board of Directors. An assessment is made at each balance sheet date as to whether there is any objective evidence that a financial asset or group of financial assets has been impaired. Any significant or continuing diminution in fair value of equity instruments classified as available-for-sale financial assets to below purchase cost are taken into consideration when such equity instruments are impairment tested. In the event that such evidence exists with respect to available-for-sale assets, the cumulative loss measured as the difference between the purchase cost and current fair value, less any previously recognized impairment losses regarding the same financial asset, are removed from equity and recognized in profit or loss. Once impairment losses on equity instruments have been recognized in profit or loss they may not be subsequently reversed. 2.9 Derivative financial instruments and hedges Derivative financial instruments are initially recognized at fair value at the time the derivative contract is concluded, and is measured at fair value in subsequent periods. The derivative financial instruments held by the Group during the period do not qualify for hedge accounting. Changes in the fair value of these derivatives are immediately recognized in profit or loss Inventories and work in progress Inventories are recognized at the lower of purchase or conversion cost and net realizable value. Conversion costs of finished goods and work-in-progress include costs of production supplies, direct labor, other direct costs and directly attributable overheads (based on normal production capacity). Purchase and conversion costs do not include borrowing costs. Net realizable value is the estimated selling price in the ordinary course of business less the estimated variable costs necessary to make the sale. The recognition of inventories as assets and the recognition of the related expense in profit or loss is at standard cost, which is normally the historic cost assigned on a first-in, first-out basis. Slow moving items and items with net realizable values below costs are written down. To the extent that inventories may be revalued, the amount of write-downs is reversed so that the new carrying amount of the inventories is the lesser of net realizable value and original cost. Obsolete items are fully written-off Trade receivables Trade receivables are measured at current value and then are measured at amortized cost using the effective interest method. Impairment losses are only recognized to the extent that there is objective evidence that receivables will not be fully collectible when they fall due. The fair value of receivables for balance sheet purposes is measured as their nominal value less estimated impairment losses. Impairment losses are recognized through profit or loss Cash and cash equivalents The terms cash and cash equivalents and liquid funds are used in the income and cash flow statements to designate cash-in-hand, bank and post office current account credit balances and time deposits as well as liquid money market instruments with an original term to maturity of less than three months. Bank overdrafts are reported as current financial liabilities. 39

40 ACINO GROUP NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2.13 Shareholders equity The treatment of any purchases of shares in the company by the company itself (treasury shares) and other Group companies is to deduct the purchase consideration of such shares, including any directly attributable additional costs (net of taxes), from equity attributable to shareholders of the parent company, until such time as those shares are either reissued or resold. In the event that such shares are reissued or resold, the consideration received, net of any directly attributable transaction costs and related income taxes, is recognized in equity attributable to the parent company s shareholders Trade and other payables The fair value of trade and other payables is normally nominal value Financial liabilities Financial liabilities are initially recognized at fair value, less transaction costs. In subsequent periods they are measured at amortized cost. Any differences between the original disbursement (less transaction costs) and the repayment amount are recognized through profit or loss during the term of the loan by using the effective interest method. Loans are classified as current liabilities to the extent that the Group does not have an unconditional right to defer settlement of the liability to a date twelve months or more from the balance sheet date Current and deferred tax liabilities Current income taxes are based on the taxable income for the current year and will be recognized in profit and loss on the date on which they are due. Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred taxes are measured by application of the tax rates (and tax laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply to the period when the deferred tax asset is realized or liability settled. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which the temporary difference can be deducted. Deferred tax liabilities, which are associated with temporary differences in connection with investments in subsidiaries and associated companies, are recognized Employee benefits Pension schemes Various pension schemes exist within the Group. The schemes are normally funded through the payment of contributions to insurance companies, the amounts of which are adjusted on a continuing basis using actuarial techniques. The Group has both defined benefit and defined contribution plans. Defined benefit plans are pension schemes in connection with which the Group shares the risk. Defined contribution plans are pension schemes under which the Group pays fixed contributions to a company (fund) which is outside the Group and for which the Group has no legal or constructive obligation to pay further contributions if the fund does not hold sufficient assets to pay all employee benefits relating to employee s past or present service. Defined benefit plans that are overfunded are recognized as assets, the carrying amount of which on the balance sheet date is the fair value of the plan's assets less the sum of the fair value of defined benefit obligations (DBO) and that portion of the overfunding from which the Group will not derive an economic benefit. 40

41 ACINO GROUP NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The DBO is computed annually by a qualified independent actuary in application of the projected unit credit method. All actuarial gains and losses are recognized in that period in which they arise. Such gains and losses are taken directly to equity. Past service costs are immediately recognized in profit or loss unless changes in the pension plan are contingent on an individual's continuing employment in the company for a fixed period of time (the period of time remaining to vesting). In such cases, past service costs are recognized as an expense on a straight-line basis until vesting Performance-based compensation The Chairman, all members of Group Management and senior managers are remunerated by fixed and variable salary components. At the beginning of each financial year, qualitative and quantitative objectives are set, the achievement of which is rewarded by a 100% payment of the variable salary component (performance-based compensation). The agreed performance-based compensation amounts to 25% to 75% of the fixed annual remuneration. The amount of performance-based compensation payments can vary between 0% to 150% of the agreed performance-based compensation for objectives which are not fully met or are exceeded. The full amount of these performance-based compensation payments is recognized in the period as staff expenses. Performance-based compensation payments due, but not yet paid out on the balance sheet are reported among the other current liabilities Share-based compensation In November 2006, the Group introduced an Employee Stock Plan, which makes it possible for the senior management to draw up to 40% of their annual performance-based compensation in shares. The final authority for determining the share portion lies with the Board of Directors. The performance-based compensation is determined in CHF as described above and is paid in the form of shares, the number of which is determined in the following January with reference to the average share price for the period. Shares so acquired by employees may not be sold for three years. Each share received as a performance-based compensation entitles employees to one free share after three years. Employees voluntarily resigning Group positions within that period lose the entitlement to these additional free shares. The expenses recognized in profit or loss represent the prorated costs of the subscription rights granted during the vesting period, or that portion which is intended to be paid in shares, are taken into equity. Assumptions regarding unexercised rights are made and are regularly adjusted during the vesting period in such a manner that at the end of the vesting period only vested rights are recognized. Acino is under no legal or constructive obligation to redeem or purchase such subscription rights for cash. Shares required to meet obligations arising in connection with the Employee Stock Plan are purchased on the stock exchange and held by Acino Holding Ltd Provisions Provisions for the remediation of environmental damage, restructuring costs and litigation are created to the extent that the Group has a legal or constructive obligation arising from past events, the settlement of which will result in a reduction in assets and the amount of the provision can be reliably measured. Provisions for restructuring costs include payments for the early termination of leases and severance payments to employees. No provisions are made for future operating losses. If there is a group of similar liabilities, the probability of a reduction impairment in assets caused by that group is determined. A provision is created even if the probability of an impairment with respect to any single obligation in the group is low. 41

42 ACINO GROUP NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2.19 Revenue recognition Revenue is measured at the fair value of the consideration received for the sale of goods and services, net of value added tax, rebates and allowances, after elimination of sales between group companies. Revenue is recognized as follows: Sale of goods Sales revenue is recognized on the transfer of goods by a Group company to a buyer, the buyer has accepted the goods and the collectability of the resultant receivable is believed to be sufficiently assured. The Group has signed contracts with several customers for several products, according to which a portion of the compensation for the supplied goods depends on the sales volumes and sale prices achieved by the customer. In such cases, revenue from the sale of goods is recognized on an accruals basis in accordance with the provisions of the relevant underlying agreement. In the event that the licensee s financial statements have not been finalized by the balancesheet date, revenue is estimated based on past amounts and forecasts and recognized in profit or loss prior to its collection. Any advance payments already received for revenue that has not yet been realized will be listed in the balance as deferred revenue Royalties Revenue from licensing is recognized on an accruals basis in accordance with the provisions of the relevant underlying agreement. Revenue from royalties can be computed with reference to the licensee s revenues. In the event that the licensee s financial statements have not been finalized by the balance sheet date, royalties are estimated based on past amounts and forecasts and recognized in profit or loss prior to their collection. If royalties are collected along with the supplied goods, then these are listed in sale of goods (according to Note ) Development and service revenue Revenue derived from the rendering of development services based on corresponding development, production and supply contracts, is recognized over the term of the production and supply contract, subject to the completion of the development period. Invoiced milestone payments for these development services are reported as deferred revenue until the commencement of production. Any development and service revenue not supported by long-term contracts is normally recognized as revenue on completion of the full rendering of the service Interest income Interest income is recognized by application of the effective interest method Dividend income Dividend income is recognized at the point in time at which the right to receive the dividends is created Goods and services purchased. Goods and services purchased include all expenses for the purchase of raw materials, consumables and finished goods and expenses incurred for external production, product processing (external services) as well as the payment of commissions and license fees for the use of production technologies Leases Leases, which do not entail the transfer to the lessee of a substantial portion of the risks and rewards incidental to ownership of the asset, are classified as operating leases. Payments made in connection with operating leases (net of any incentive payments made by the lessor) are recognized in profit or loss on a straight-line basis throughout the lease term Dividends Claims by shareholders to dividends are recognized as a liability in the corresponding period in which the dividends are declared. 42

43 ACINO GROUP NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 3 Financial risk management 3.1 Financial risk factors The Group s business activities expose it to various financial risks: market risk (comprised of foreign currency risk, cash flow interest rate risk, fair value interest risk and market price risk), credit risk and liquidity risk. Overall Group risk management is focused on the unpredictability of developments on the financial markets with the objective of minimizing potentially adverse effects on the Group s financial condition. The risk of price fluctuations is managed through the use of derivative financial instruments in those situations deemed by the Group to be appropriate for the use of such instruments. Counterparties of such transactions are major Swiss banks. There is always a designated relationship between a hedging instrument and the respective recognized asset or liability or future business transactions with a highly probable forecast transaction. The Group s risk policy also includes hedging risks through corresponding insurance policies Market risk (a) Foreign currency risk The Group engages in international transactions and is, consequently, exposed to currency risk, which although derived from exchange rate fluctuations of many currencies, primarily relates to the euro and US dollar. Foreign currency risks are incurred through expected future transactions, recognized assets and liabilities and net investment in non-swiss enterprises. Currency risks arise when expected transactions and recognized assets and liabilities are denominated in a currency other than the company s functional currency. Recognized financial assets are hedged by forward foreign exchange contracts consistent with expected future developments of market conditions. Only certain short-term future cash flows are hedged. If the EUR/CHF exchange on December 31, 2008, were 14% (equals the difference of the EUR/CHF exchange rate on December 31, 2008 to the highest daily EUR/CHF rate in the years 2007/2008) lower/higher and if all other variables, in particular the average and daily rates used, had remained constant, the resulting net profit before taxes would have been 14% lower/higher (prior year 3% lower/higher at an EUR/CHF exchange rate 7% lower/higher), specifically as a result of currency profits/losses from the conversion of cash in EUR, from trade receivables in EUR as well as from conversions of liabilities in EUR. Equity would not have additionally changed in either the reporting or prior year. If the USD/CHF exchange on December 31, 2008, were 17% (equals the difference of the USD/CHF exchange rate on December 31, 2008 to the highest daily USD/CHF rate in the years 2007/2008) lower/higher and if all other variables, in particular the average and daily rates used, had remained constant, the resulting net profit before taxes would have been 0.4% lower/higher (prior year 8% lower/higher at an USD/CHF exchange rate 17% lower/higher), specifically as a result of currency profits/losses from the conversion of cash in USD, from trade receivables in USD as well as from conversions of fiancial assets recognized at fair value through profit or loss. Equity would not have additionally changed in either the reporting or prior year. (b) Other price risk The Group incurs other price risk in connection through its shareholdings, due to the fact that some of the investments held by the Group are measured in the consolidated balance sheet at fair value through profit or loss. The total risk is limited to the total holdings of financial investments. 43

44 ACINO GROUP NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (c) Cash flow and fair value interest rate risks Loans and the related interest rates are centrally managed. Cash and cash equivalents are invested in shortterm deposits. Interest rate risk is only hedged for certain instruments. The Group s objective is a balanced mix of short-term and long-term interest rates. Since the Group does not have any long-term interest-bearing assets, nor any essential long-term liabilities, the net profit and cash flow from operating activities are extensively independent from interest changes in the market Credit risk There are no significant concentrations of credit risk within the Group. Guidelines have been issued that ensure that sales are only made to buyers which have demonstrated satisfactory payment histories in the past. Contracts for derivative financial instruments and financial transactions are only concluded with major Swiss banks. Cash is only deposited with major Swiss and cantonal banks. Three customers accounted for 26%, 20% and 8%, respectively, of the Group's revenue (prior year 25%, 14% and 13%). No other customer represents more than 8% of the Group sales. Three customers together comprise over 58% of the total trade receivables as of December 31, On December 31, 2007, four customers comprised 50% of the total trade receivables. The customers involved are all companies with the highest credit rating. No other customer comprised more than 6% of the total trade receivables. No other strongly concentrated credit risks exist Liquidity risk Prudent cash management includes holding sufficient liquid reserves and tradable securities, the ability to obtain financing through the existence of adequate credit lines as well as the ability to issue debt instruments to the market. Due to the dynamics of the business environment within which the Group operates, the Group's objective is to ensure financial flexibility through the existence of sufficient unused credit lines. Liquidity management occurs centrally and includes the daily monitoring of net liquidity, investments and cash inflows as well as currency hedging and conversion on the basis of the guidelines of the Acino Holding Ltd. Finance Committee. Liquidity planning is based on continuous monitoring of the Group s short-term and medium-term business planning. The payables (cash outflows) of the balance of liabilities for the entire Group on December 31 are comprised as follows: in CHF As of December 31, 2008 Payable within one year Payable in one to two years Payable in three to five years Payable in more than five years Trade and other payables (19 338) Financial liabilities (535) (534) (1 086) (2 199) Other liabilities (16 405) - - (465) As of December 31, 2007 Trade and other payables (23 860) Financial liabilities (583) (605) (1 818) (2 503) Other liabilities (90 789) (709) - (500) 44

45 ACINO GROUP NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 3.2 Capital management The Group is strongly financed with equity capital with an equity capital ratio of 73% (prior year 62%), calculated on the basis of the equity listed in the consolidated balance sheet and financial liabilities below 1% (prior year 1%). The uppermost objective of the Group Management is to ensure the continuation of the company, to ensure the shareholders and all other Group beneficiaries the revenue to which they are entitled as well as to keep the capital expenditures as low as possible. Acino intends to allow the shareholders to participate in the free cash flow generated with regular dividend payments. To be able to take advantage of growth options, however, the Group considers it necessary to have sufficient financial resources at hand at all times both by assuming additional financial liabilities as well as through the creation of additional shareholders equity. 3.3 Determination of fair value The fair value of derivatives traded on an active market (e.g., publicly traded derivatives, trading and availablefor-sale securities), is based on the closing market quotations on the balance sheet date. The fair value of forward foreign exchange contracts is measured with reference to the forward exchange rate prevailing on the balance sheet date. The fair value of trade receivables and liabilities corresponds to their nominal value. 4 Critical accounting estimates and judgments All assumptions and estimates are continuously revised and are based on past experience and other factors including expectations with respect to future events which could reasonably seem to occur under certain circumstances. 4.1 Critical accounting estimates and assumptions on the balance sheet date The Group makes assumptions and forecasts relating to the future. The resultant estimates do not always correspond to the actual circumstances. The assumptions and forecasts resulting in a significant risk in the form of material write-downs in the subsequent year of carrying amounts of assets and liabilities are described below Goodwill, development projects and contract and non-contract customer relationships The Group conducts annual reviews, consistent with accounting policies, to determine whether there has been an impairment of intangible assets. The recoverable amount of cash-generating units (CGUs) is determined with reference to its value in use. The Group normally uses the discounted cash flow method to determine the value in use of intangible assets. This method first requires the projection of all future net cash flows. The present value of the cash flows is then calculated by assuming a discount rate that reflects the risks and uncertainties associated with the projected cash flows. It is possible for actual future cash flows to significantly vary from projected cash flows. The calculation of discounted future cash flows, especially those of development projects, is subject to sensitive estimates and assumptions, which are influenced by the Group s operations. Other factors include the amount and timing of projected future cash flows, the discount rate used as a measure of the risks inherent in future cash flows, the results of developmental activities, the amount and timing of costs that will be incurred for the development of products in development prior to their commercialization, the probability of obtaining approvals to market such products, the long-term nature of projections (up to 25 years) and the activities of competitors. As a result of Group acquisitions in 2004 and 2006, the amount of consolidated goodwill, development projects and contract and non-contract customer relationships are major items in the consolidated balance sheet. Even though there is currently no indication of significant impairments, future impairment testing could result in the recognition of significant additional impairment losses. It is also possible that unscheduled capitalized costs relating to development projects may have to be fully written off as a result of events such as a result of development projects, patent disputes, market penetration or the introduction of new competing products within the scope of deferred total costs for a respective product. 45

46 ACINO GROUP NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS It may be necessary to write down contract and non-contract customer relationships when events such as the results of development projects, patent disputes, market penetration or the introduction of new competing product cause a number of customer relationships to be terminated early. Impairments of goodwill may not be reversed due to any recovery in value Income taxes The Group is assessable to income taxes in Switzerland, Germany and the United States. It is necessary to make significant assumptions with respect to tax liabilities. There are many transactions and calculations for which the final assessment for taxes cannot be conclusively calculated during the normal course of business. The Group measures the amount of the provisions for deferred taxes based on assumptions as to whether and the extent to which taxes will become payable. To the extent which the final taxation of these transactions are at variance with the initial assumptions, such differences will be recognized in the period in which the assessment becomes final and will have an effect on current and deferred taxes Unlisted securities Financial investments contain investments amounting to CHF 3.7 million (prior year CHF 4.5 million) in unlisted healthcare companies. It is necessary to make assumptions and forecasts to value such unlisted investments. Due to the uncertainties associated with such assumptions and forecasts and the fact that liquid markets do not always exist for such securities, it is possible that the values so determined could be at variance from actual realizable value Provision for litigation The normal course of business of various Group Companies entails the institution of legal proceedings against those companies in regard to patent infringements by which claims may arise, the satisfaction of which may not be entirely or fully covered by accruals or insurance. Should any adverse award of such proceedings occur, it could have a significant effect on the Group's financial condition as well as a material effect on the future operating result within a given period Provision for warranties provided The Group has granted the purchasers of Schweizerhall Chemie Ltd. the customary guarantees, particularly in regard to taxes. The relevant amount does not exceed CHF 10 million and is restricted to a period of five years from the date of sale or the tax limitation period. No warranties were given with respect to contamination of Schweizerhall Chemie Ltd. s properties with the exception of the Flawil site. Warranties with respect to contamination caused by Schweizerhall Chemie Ltd. outside of the properties amount to a maximum of CHF 2 million. Based on information at hand, the Group is of the opinion that the undertaking with respect to tax risk will not have financial consequences and that provisioning with respect to the remediation of environmental damage is sufficient. Acino cannot warrant that actual costs will not exceed the existing provisions. The Group is of the view that additional expenses, if any, will not have a significant effect on Acino s financial condition although there could be a material effect on the operating results and cash flows in any one given period Pension schemes The Group provides pension schemes and other retirement benefits to employees who meet the relevant criteria. The majority of Group employees are covered by this pension scheme and other retirement benefits. The expense and obligations in connection with these schemes are calculated with reference to various statistical and other data to forecast future developments. Such other data includes assumptions and estimates regarding the discount rate, expected earnings of scheme assets and future salary increases, which are made by the Group in accordance with specific guidelines. Moreover, statistical data, such as the probabilities of staff leaving and life expectancy, are used by actuaries for the determination of pension obligations. Due to changes in market conditions, the economy as well as fluctuating rates of staff leaving and longer or shorter life expectancies, it is possible for actuarial estimates to significantly vary from actual results. The Group directly takes all differences between expected and actual income and expenses to consolidated equity and reports them in the consolidated statement of recognized income and expense. Such differences could have a significant effect on Group equity. 46

47 ACINO GROUP NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 4.2 Critical judgments in applying the Groups' accounting policies Additional proceeds on the sale of financial investments The Group has realized profits on the sale of subsidiaries Conforma Therapeutics Inc. and Cabrellis Pharmaceuticals, Inc. and Agensys Inc. A portion of the purchase consideration is contingent on the achievement of certain future targets by those companies, which it is estimated will become payable in 2009 (USD 4.5 million) and subsequent years (USD 0.1 million). The Group is of the opinion that those targets will only be partially achieved. The Group will be able to list an additional financial gain of USD 4.5 million in the business year 2009, if all targets are attained Refund of milestone payments The Group recognizes milestone payments received in connection with development projects as liabilities (deferred revenue) and as cash flow from operating activities. The amounts of the final payments are contingent upon compliance with project objectives and schedules. The Group is of the opinion that the contractual objectives will be achieved. The Group would incur a cash outflow of CHF 8.8 million in 2009, in the event that milestone payments, which have been collected but are not included in the final payments, must be refunded Indemnity for flood damages In mid-august 2007, water flooded the production plant in Liesberg. This caused considerable damage and a temporary disruption in production. Comprehensive insurance protection exists for the water damage and the disruption to operations. The repairing and handling of damages are well advanced, but not yet completed. Particularly the disruption to operations must be still be definitely determined and calculated, and some repair work on buildings remains to be completed and calculated. As of December 31, 2008, the Group has recognized the assured indemnity as receivables and partial payments already received as income. 5 Segment Reporting It was decided to use the new IFRS 8, Operating Segments standard, which became mandatory as of January 1, 2009, early. The prior year s figures were correspondingly adjusted in the new presentation. The operative segments for the presentation of the segment information correspond to internal reporting. The Acino Group is divided into two main segments. The division is based on product technology and the form of administration of the product. The following segments were identified: (a) Peroral The Operating Segment Peroral includes medications that are administered orally (e.g. tablets, dry suspension). (b) Parenteral The Operating Segment Parenteral includes all dosage forms that are not administered through the gastrointestinal tract (transdermal therapeutic systems and biodegradable drug implants). Both segments are specialized in the development, registration and manufacturing of generic and innovative pharmaceuticals with sophisticated formulation technologies. Revenue is generated in both segments from goods supplied, royalty income as well as development and service contracts. A great deal of non-product related work (business development, administration) is conducted for both segments jointly. The expense entailed from such work is not individually allocated to the segments. The management separately monitors the operative results for each operating segment on the basis of sales and the directly attributable experiences. This information forms the basis for an estimate of the profitability by segments and is the basis of decision in regard to the allocation of resources. The financial income and expense as well as the income taxes are administrated on a Group basis. 47

48 ACINO GROUP NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 5.1 Segment results The segment results for 2007 and 2008 are listed below: in CHF Peroral Parenteral Total Sale of goods Royalties Development and services without long-term contracts Recognized milestonepayment relating to development and services Total revenue Cost of goods sold ( ) (91 528) (27 455) (29 030) ( ) ( ) Contribution margin Transfer to net profit before tax Not contained in the contribution margin per segment: Work performed by the entity and capitalized Employee benefits (23 543) (21 448) Other operating expenses (25 767) (23 625) Other operating income Depreciation and Amortization (3 577) (3 561) Net financial result (5 040) (1 824) Result from associated companies Net profit before tax Segment assets Sachanlagen Goodwill Intangible assets Total segmented assets Non-segmented assets Total assets Two individual customers each account for more than 10% of Group turnover (prior year three customers). Customer A generated CHF 60.7 million in turnover in 2008 (prior year: CHF 45 million), customer B generated CHF 45.9 million in turnover (prior year CHF 24.9 million) and customer C generated a total of CHF 18.7 in turnover (prior year CHF 23.9 million). These three customers generated turnover in both Operating Segments, Peroral and Parenteral. 48

49 ACINO GROUP NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The cost of goods sold include commissions, royalties, material expenses, product manufacturing expenses as well as directly attributable depreciation and amortization. The intangible asset value primarily consists of contract and non-contract customer relationships, deferred development projects and software. Non-segmented assets contain the current assets as well as the remaining current assets. 5.2 Geographical information All Operating Segment Peroral plant and equipment, a portion of the financial investments (CHF 0.5 million) and CHF 157 million of the intangible investments are allocated in the reporting for Switzerland. The investments in associated companies are located outside Switzerland. Analysis of revenue: in CHF Switzerland Germany United Kingdom Ireland France The Netherlands Italy Rest of Europe Rest of World A significant proportion of goods sold to Germany are forwarded by buyers to other European countries. The tables do not show the location of end-customers and relevant sales markets. 6 Employee benefits in CHF Wages and salaries of which share-based compensations Expense/(income) from defined benefit plans 160 (390) Expense for defined contribution plans Other social security contributions Other employee benefits Total employee benefits

50 ACINO GROUP NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 7 Other operating expenses in CHF Losses on disposal of property, plant and equipment - 18 Capital taxes Repairs and maintenance Wages temporary employees Losses on receivables Outgoing freights and transportation costs Rents for offices, storage and production facilities Legal and tax consulting Miscellaneous operating costs Total other operating expenses Miscellaneous operating costs include all costs not included in other items such as marketing expenses, energy costs, sundry operating materials and consumables, external services, insurance, etc. Contained in the operating costs in the prior year, distributed over the appropriate cost categories, are expenses on the scale of CHF 4.6 million for the repairing of flood damage in the Liesberg plant. 8 Net financial result in CHF Interest income Gains on foreign exchange and on fair value adjustments on financial investments at fair value through profit and loss Other foreign exchange gains Other financial income - 61 Total financial income Interest expense (171) (193) Interest expense on the estimated purchase price of Novosis (584) (2 250) Losses on foreign exchange and on fair value adjustments on financial investments through profit and loss (658) (6 464) Other losses on foreign exchange (15 058) (4 278) Other financial expense (71) (84) Total financial expense (16 542) (13 269) Net financial result (5 040) (1 824) 50

51 ACINO GROUP NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 9 Income taxes in CHF Current income tax (922) (3 822) Deferred income tax (7 949) Total income tax (8 871) in CHF Net profit before tax Taxation, computed with reference to tax rates applied to individual companies profits (8 872) (4 313) In % net profit before tax 21.2% 20.9% Use of unrecognized tax-loss carry forwards for current tax liabilities Unrecognized new carry forwards (97) (134) Adjustment to prior period taxes recognized during the current period (2) 231 Change in deferred taxes on temporary differences on investments in subsidiaries (966) (57) Effect of changes in tax rates on prior period temporary differences (514) Disallowed expenses and exempt income Other Income tax (8 871) The effective tax rate is 21.2% (prior year: 20.9%). The increase is due to the relative proportions of the results of individual business units. Due to a binding decision of the taxation authorities, an unrecognized tax loss carry forward within the scope of the Novosis purchase price allocation could be definitively applied (use of unrecognized tax loss carry forwards for current tax liabilities: CHF 1.3 million). 10 Earnings per share Net profit attributable to shareholders of the parent company (in CHF 1 000) Weighted average number of shares outstanding Weighted average number of options outstanding Undiluted earnings per share (CHF per share) Diluted earnings per share (CHF per share)

52 ACINO GROUP NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 11 Property, plant and equipment 11.1 Statement of changes in property, plant and equipment in CHF Initial value Land Buildings Equipment Vehicles Plant in construction Balance as of January 1, Transfers (7 872) - Additions Disposals - - (856) (170) - (1 026) Net effect of currency translations Balance as of December 31, Transfers (7 126) (458) Additions Disposals - (2) (419) - - (421) Net effect of currency translations (219) (875) (1 176) - (244) (2 514) Balance as of December 31, Total Accumulated depreciation Balance as of January 1, (1 189) (7 014) (342) - (8 545) Additions - (834) (4 938) (75) - (5 847) Disposals Impairments - - (600) (62) - (662) Net effect of currency translations - (7) (20) - - (27) Balance as of December 31, (2 030) (11 786) (309) - (14 125) Additions - (896) (7 253) (68) - (8 217) Disposals Impairments - (2) (272) - - (274) Net effect of currency translations Balance as of December 31, (2 858) (18 686) (377) - (21 921) Carrying amount as of December 31, as of December 31, Insured value of the fixed assets as of December 31, as of December 31, No financial leases exist. In the reporting year impairments on property, plant and equipment in the amount of CHF 0.3 million (prior year: CHF 0.6 million) were allotted to the Operating Segment Peroral and pertain to fixed furnishings which had to be dismantled prematurely in the course of reconstruction. 52

53 ACINO GROUP NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 12 Intangible assets 12.1 Statement of changes in intangible assets in CHF Initial value Goodwill Development projects Contractual and non-contractual customer relations Product licenses purchased Software Total Balance as of January 1, Additions Disposals (147) (147) Adjustment to the purchase price for Novosis Net effect of currency translations Balance as of December 31, Transfers Additions Disposals - (744) - (98) (19) (861) Adjustment to the purchase price for Novosis (4 820) (4 820) Net effect of currency translations (6 543) (6 468) (6 412) - (66) (19 489) Balance as of December 31, Accumulated amortization Balance as of January 1, (194) (31 186) - (940) (32 320) Additions - (830) (21 260) (38) (795) (22 923) Disposals Impairments - (86) - (36) - (122) Net effect of currency translations - - (198) 1 (1) (198) Balance as of December 31, (1 110) (52 644) (73) (1 594) (55 421) Additions - (1 864) (21 309) (74) (1 043) (24 290) Disposals Impairments - (458) - (5) - (463) Net effect of currency translations Balance as of December 31, (2 688) (72 130) (54) (2 592) (77 464) Carrying amount as of December 31, as of December 31, The segment allocation of the intangible assets is listed in the table under Note

54 ACINO GROUP NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 12.2 Impairment testing of goodwill, development projects and contract and non-contract customer relationships Goodwill is allocated to the Group s identifiable cash generating units (CGU), the definition of which corresponds to the identification of the segment reporting. The recoverable amount of a CGU is determined by computing its value in use. These computations are based on projected net cash flows that are based on the five year plan approved by management. In the event that projected cash flows for the entire useful life of an intangible asset is not available, cash flows were extrapolated beyond the five year plan in application of a conservative assumed growth rate of 2%. The discount rates of 12% (Operating Segment Peroral) and 15% (Operating Segment Parenteral) reflect the weighted capital expenditures and the specific risks of the respective corporate segment. Since the tax expense is taken into the cash flows, the discount rate is applied after taxes. Application of an after tax discount rate is consistent with the result of the application of a pre-tax discount rate to cash flows before taxes. As a result of the review of current market opportunities and temporal and technical feasibility, development projects in the Operating Segment Peroral were discontinued. This has resulted in development project impairments of CHF 0.5 million (prior year: CHF 0.1 million). Impairment testing of goodwill and contract and noncontract customer relationships did not result in the recognition of an impairment loss either for the current year or last year. 13 Pension schemes 13.1 Defined benefit plans Acino Group employees working in Switzerland were until December 31, 2008 enrolled in various defined benefit pension plans, which are financed by a fund providing death and disability benefits as well as retirement benefits. Projections using a dynamic calculation method as of December 31, 2007 showed that the plans were underfunded. There are, however, funds in the Acino Holding Ltd. Welfare Fund (a Swiss law employer trust, the beneficiaries of which are the employees of the Acino Group) that can be made available to the pension plans, which means that the Welfare Fund and Pension Schemes combined are overfunded. In the valuations up until December 31, 2007, the current service costs were respectively lower than the employee and employee contributions. Therefore, no cash value of the economic benefits was listed according to IFRIC 14 and in total a liability was listed in the balance sheet. The Employee Pension Fund of Acino Holding Ltd. was founded in the reporting year, in which the pension plans of all employees in Switzerland are insured as of January 1, This pension plan was financially support by the Acino Holding Ltd. Welfare Fund and according to a dynamic calculation method was underfunded as of December 31, With pension plan restructuring, the current service cost is now greater than the employer and employee contributions. This led to an economic benefit according to IFRIC 14. That portion of the overfunding, from which the Group considers it will receive an economic benefit in the form of a reduction in future contributions, is recognized as an asset. (a) Status of the fund-financed pension plans in CHF Fair value of plan assets Defined benefit obligations (35 345) (31 140) Surplus Surplus not recognized pursuant to IAS 19.58b (18 925) (31 792) Net assets recognized in the balance sheet (5 851) - of which reported as assets of which reported as liabilities

55 ACINO GROUP NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (b) Periodic pension expenses recognized in profit or loss The following amounts relating to defined benefit plans were recognized in the income statement: in CHF Current service cost (3 266) (2 519) Interest expense (1 122) (882) Expected return on plan asset Employees contribution Net income from plan curtailment, plan compensation Periodic pension (costs)/returns (160) 390 (c) Effective returns of plan assets in CHF Effective returns of plan assets (1 366) (d) Change in defined benefit plan liabilities in CHF Liability at the beginning of the year (31 140) (24 726) Reduction in number of pensioners Current service cost (3 266) (2 519) Interest expense (1 122) (882) Actuarial losses recognized in equity (323) (2 093) Benefits paid (750) (1 038) Net income from plan curtailment, plan compensation Net liability at year end (35 345) (31 140) (e) Changes in the fair value of plan assets in CHF Fair value at the beginning of the year Employer s contributions - 2 Employees contributions Reduction in number of pensioners (1 032) - Expected return on plan asset Actuarial losses recognized in equity (3 935) (902) Benefits paid Fair value of plan assets at year end

56 ACINO GROUP NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (f) Analysis of amounts recognized in equity in CHF Balance at beginning of the year (6 488) (4 049) Actuarial losses on pension obligations (323) (2 093) Actuarial losses on pension assets (3 935) (902) Impact of limits according IAS 19.58b Balance at year end (6 488) (g) Prior period actuarial gains and losses Coverage of the defined benefit plan liabilities obligations are shown in the following table together with the effect of differences between expected and actual pension asset returns in prior periods subsequent to the Acino Group s adoption of IFRS accounting standards in CHF Fair value of plan assets Defined benefit obligations (35 345) (31 140) (24 726) ( ) ( ) Surplus Adjustment to assets based on experience (3 935) (902) (48) 838 (1 995) Adjustment to pension obligation based on experience (1 178) (2 050) 258 (3 452) (h) Division of plan assets Cash and cash equivalents 3.7% 1.9% Equity securities 8.0% 14.2% Debt securities 38.6% 38.3% Insurance surrender value 49.7% 43.1% Others % (i) Parameters The following weighted parameters were chosen as the effective basis: Discount rate 3.50% 3.25% Expected return on plan asset 4.50% 4.50% Salary increases 2.00% 2.00% Pension growth rates 1.00% 1.00% Actuarial assumptions BVG 2005 EVK 2000 Average retirement age 62/62 62/

57 ACINO GROUP NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The strategy used in allocating pension plan assets is determined by the objective to achieve asset returns covering, in combination with employee and employer contributions, ongoing increases in pension plan liabilities and benefits. The average expected return was computed with reference to the long-term target returns of each investment category. It is possible for assets allocated to an individual category to vary as a result market conditions and future expectations. (j) Estimated 2009 employer contributions As in prior periods, it is planned to fund the payment of the employer s contributions in 2009 from the pension plan s employer contribution reserves. As such, no payments of employer s contributions will be made. Statutory employer's contributions amount to approximately CHF 2.3 million Defined contribution plans Certain Acino Group employees working in Germany are enrolled in defined contribution plans which pay retirement benefits either through an independent provident fund or independent insurers. The provident fund is required to reinsure obligations relating to each member thus guaranteeing payment of future pension benefits by the provident fund. The direct insurance means that employees have direct claims on the insurers for retirement benefits. 14 Investments in associated companies The Group share in the unlisted Glochem Industries Ltd. is comprised as follows: in CHF Balance at the beginning of the year Share in profits Net effect of currency translations (275) 42 Dividends received (88) (30) Balance at year end in CHF Assets Liabilities Revenue Percentage attributable to the Group 20% 20% Glochem Industries Ltd. is the only investment in associated companies. 57

58 ACINO GROUP NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 15 Financial Investments in CHF Balance as of January Disposals - (13 414) Fair value adjustments (862) (951) Balance as of December The financial investments are subject to various types of shareholder agreements or pre-emption rights. in CHF GeneData AG Perlegen Sciences, Inc Irix Pharmaceuticals, Inc Total financial investments classified at fair value through profit or loss Of which: CHF USD None of the companies are listed. The valuation of the participations in Perlegen Sciences, Inc. was adjusted in the reporting year. 58

59 ACINO GROUP NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT 16 Deferred tax (a) Deferred taxes relate to the following balance sheet items: in CHF Assets Liabilities Property, plant and equipment (5 319) (3 699) Intangible assets 8 11 (33 152) (37 275) Pension schemes (2 045) (644) Inventories and work in progress (2 056) (703) Other current assets (272) (396) Provisions - - (6 035) (164) Other liabilities (1 530) (850) Losses carried forward Investments in subsidiaries and associated companies 75 - (1 215) (31) Total deferred taxation including credits (51 624) (43 762) Settlement (10 375) (9 857) Total deferred tax assets Total deferred tax liabilities (41 249) (33 905) Net (41 235) (33 349) Deferred tax assets and liabilities are only offset to the extent that a legally enforceable right exists to set off current tax assets against current tax liabilities and such deferred tax relates to taxes levied by the same taxation authority. (b) Future periods in which deferred tax liabilities are payable and deferred tax assets are recoverable in CHF Deferred tax assets Deferred tax assets, recoverable in more than 12 months Deferred tax assets, recoverable within 12 months Deferred tax liabilities (51 624) (43 762) Deferred tax liabilities, realized after more than 12 months (42 088) (34 063) Deferred tax liabilities, realized within 12 months (9 536) (9 699) Net deferred tax (41 235) (33 349) 59

60 ACINO GROUP NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT (c) Changes in deferred tax (net) in CHF Balance as of January 1 (33 349) (40 831) (Charge)/credit to profit or loss (7 949) (Charge)/credit to equity (1 533) 352 Net effect of currency translations (917) Balance as of December 31 (41 235) (33 349) (d) Expiry of tax loss carry forwards not recognized as deferred tax assets As of December 31, 2008, in the USA there where USD 16.2 million (prior year USD 16.0 million) in state tax loss carry forwards and USD 61.4 million (2005: USD 61.2 million) in federal tax loss carry forwards, which were not recognized as deferred tax assets. The state tax loss carry forwards expire in 2009 and 2010, while federal tax loss carry forwards expire in Inventories and work in progress in CHF Raw material and trade goods Packaging material Finished products Material in progress Work in progress Total inventories and work in progress Inventory write-downs recognized in profit or loss Trade receivables in CHF Trade receivables Less: allowances (69) (208) Net trade receivables Allowances for doubtful receivables recognized in profit or loss

61 ACINO GROUP NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT The development of doubtful receivables recognized in profit or loss is listed in the following: in CHF Balance as of January 1 (208) (690) Provisioning through profit or loss (28) (239) Depreciations on trade receivables that are no longer collectable Net effect of currency translations 9 4 Balance as of December 31 (69) (208) Trade receivables that are not more than six months past due are not written down. As of December 31, 2008, past due trade receivables amounted to CHF 11.2 million (2007: CHF 6.3 million), but were not written down. These are attributable to a number of independent customers who have met their payment obligations in the past. The age structure of these overdue trade receivables appears as follows: in CHF Less than three months overdue More than three months, but less than six months overdue More than six months overdue (net impairment loss) Total overdue trade receivables net impairment loss The impairment losses for doubtful trade receivables are calculated on the basis of the difference between the nominal value of the claim and the estimate collectable net amount. Acino determines the impairment losses for doubtful trade receivable on the basis of its experience. The trade receivables are due in the following currencies: in CHF CHF EUR USD Net trade receivables Other current assets in CHF Current financial assets Other current assets Prepaid expenses and accrued income Other current assets Contained in the current financial assets for 2007 are the proceeds from the sale of the participation in Agensys, Inc. In the other current assets as of December 31, 2008 are EUR 5.1 million, which shall flow back in February 2008 from the escrow account for the Novosis purchase price. 61

62 ACINO GROUP NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT Included in the prepaid expenses and accrued income are accounts receivable from third parties from ongoing legal proceedings for costs which according to court decision shall be assumed by the plaintiff or by the customer as per written agreements. These costs have already been paid in part and recognized in part as provisions in the balance sheet. 20 Securities in CHF Balance as of January Disposals - (1 399) Fair value adjustments Balance as of December All the securities were classified as financial assets recognized at fair value through profit or loss. Securities are held for cash management and are not used for active trading purposes. Consequently, income on securities is recognized in profit or loss either as financial expenses or financial income and classified as cash from operating activities in the cash flow statement whereas changes in the holdings of securities are reported as cash flow from investing activities. 21 Cash and cash equivalents in CHF Cash at bank and on hand Short-term bank deposits Total cash and cash equivalents Cash and cash equivalents currently valued at CHF 10.0 million are due between one and three months. The remaining sum of cash and cash equivalents is due within a month. Cash and cash equivalents are divided among the following currencies: in CHF CHF EUR USD Total cash and cash equivalents

63 ACINO GROUP NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT 22 Share capital No change occurred in the equity capital in the business year The company implemented the capital increase of March 28, 2008, in accordance with a Contribution in Kind Agreement of March 28, 2008 with Dr. Wilfried Fischer with respect to restricted registered, par value EUR shares in Acino AG (formerly Novosis AG) at the total value and price of CHF 9.7 million for which Dr. Fischer received registered, par value CHF 0.40 shares, in Acino Holding Ltd. Share capital as of December 31, 2008 amounted to CHF million (as of December 31, 2007: million) consisting of (as of December 31, 2007: ) registered, par value CHF 0.40 shares. At the General Meeting of Shareholders of March 28, 2008, the Board of Directors was again authorized to increase the company s share capital by a maximum of CHF through the issuance by March 27, 2010, of no more than fully paid registered, par value CHF 0.40, shares. In the course of the employee stock plan, in the reporting year, subscription rights were granted, which entitle the holder to purchase one bonus share for each option in 2011 (prior year granted subscription rights with entitlement to purchase a bonus share in 2010). A total of 526 subscription rights expired in the reporting year (prior year 83) and 180 subscription rights were exercised. Accordingly, as of December 31, 2008, there remained subscription rights outstanding (as of December 31, 2007: 3 383). 23 Capital reserves The increase in share capital during the year against contributions in kind resulted in an increase of the share premium account of CHF 9.5 million after deduction of expenses of CHF 0.2 million incurred for the capital increase. No change to the share premium occurred in the prior year. 24 Treasury shares Quantity Balance as of January Additions Transfers to employee stock plan (4 582) (3 466) Payment of acquisitions (155) - Balance as of December In the reporting year, shares were purchased at an average price of CHF (prior year shares at an average price of CHF ), shares were transferred as part of the employee stock program to employees at CHF per share (prior year: shares at CHF /share), and 180 subscription rights were redeemed within the scope of the employee stock at CHF per share. In the current year, 115 shares were transferred at the price of CHF each as part of the Novosis purchase price. Part of the treasury shares have been earmarked for the employee stock plan. As of December 31, 2008, treasury shares were held in a blocked security deposit and were released on February 5, Other than this, there are, otherwise, no redemption obligations or contingent liabilities relating to treasury shares registered shares in the Company were held by the Acino Holding Ltd. Welfare Fund as of December 31, These were sold to Acino Holding Ltd. in

64 ACINO GROUP NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT 25 Reserves Changes in reserves are set out below: in CHF Recognized pension scheme amounts Deferred tax Employee stock plan Retained earnings Balance as of January 1, 2007 (4 049) Total income and (expense) directly recognized in equity (2 439) Change in treasury shares - - (541) 124 (417) Dividends (6 264) (6 264) Acquisition of minority interests (26) (26) Share-based compensation Balance as of December 31, 2007 (6 488) Total income and (expense) directly recognized in equity (1 533) Change in treasury shares - - (699) (153) (853) Dividends (6 881) (6 881) Acquisition of minority interests (38) (38) Share-based compensation Balance as of December 31, (387) Dividends paid in 2008 with respect to the prior business year amounted to CHF 6.9 million (CHF 2.20 per share; in 2007 for the year 2006 CHF 6.3 million, CHF 2.00 per share). For 2008, a dividend of CHF 2.50 per share amounting to a total distribution of CHF 8.0 million will be proposed at the General Meeting of Shareholders on April 3, Those proposed dividends have not been recognized in these consolidated financial statements. The proposed amount of the dividend distribution is covered by available retained earnings of Acino Holding Ltd. and has been determined in accordance with the requirements of the Swiss Code of Obligations. Total 26 Minority interests in CHF Balance as of January Acquisition of minority interests (40) (23) Share of net profit - 6 Balance as of December In 2007, the Group purchased individual shares in Cimex Pharma Ltd. still held by the general public. All minority shareholders were compensated in 2008 within the scope of the merger of the subsidiaries. 64

65 ACINO GROUP NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT 27 Financial liabilities in CHF Due to banks Total non-current financial liabilities Due to banks Total current financial liabilities Total financial liabilities Interest rate risks in connection with interest bearing debt and binding interest rate adjustments are analyzed below: in CHF to 5 years more than 5 years Total non-current financial liabilities Maturities of non-current interest-bearing long-term liabilities are shown below: in CHF Thereafter Total non-current financial liabilities All financial liabilities are denominated in euro. Effective interest rates as of the balance sheet date: EUR 2.43% 2.40% 65

66 ACINO GROUP NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT 28 Provisions in CHF Warranties provided Legal cases Total Balance as of January 1, Provisioning through profit or loss Reversal of unused provisions through profit or loss - (140) (140) Usage in current year (liquidity outflows) - (617) (617) Balance as of January 1, Provisioning through profit or loss Reversal of unused provisions through profit or loss - (456) (456) Usage in current year (liquidity outflows) (35) (1 917) (1 952) Net effect of currency translations - (23) (23) Balance as of December 31, of which current of which non-current (a) Warranties provided The Group has undertaken to the purchaser of Schweizerhall Chemie Ltd. to bear all costs incurred for the ongoing monitoring and decontamination of a property sold prior to May The Group is also under an obligation to the purchaser of Schweizerhall Chemie Ltd. to bear up to CHF 2 million for the decontamination of property not belonging to but caused by Schweizerhall Chemie Ltd. (b) Legal cases The Group is the defendant in several patent infringement suits regarding various products. Provisions were created at the point of time of the lawsuit for the anticipated defence costs in the respective legal proceedings. At each balance sheet date, the amount of the provision is reviewed and adjusted accordingly. Since Acino is convinced in each of the lawsuits that no patent infringement has taken place, no provisions have been created for any potential damage clams. 66

67 ACINO GROUP NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT 29 Deferred revenue in CHF Balance as of January Invoiced milestone payments (net) Revenue recognized in profit or loss (7 669) (5 845) Unrealized revenue from transfers and trades Net effect of currency translations (698) 209 Balance as of December of which current of which non-current Trade and other payables in CHF Trade and other payables of which due to related parties - - The trade receivables are due in the following currencies: in CHF CHF EUR USD Total trade and other payables Other current liabilities in CHF Due to pension schemes Due to external parties Prepayments received from customers Other taxes and duties Accruals Reclassification of other non-current liabilities (Novosis purchase price) Other current liabilities

68 ACINO GROUP NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT 32 Business combinations Further contractually agreed residual payments became due in the reporting year for the purchase of Acino AG (formerly Novosis AG), Miesbach, Germany. Furthermore, the former main shareholder received newly created Acino shares with a current value of CHF 9.7 million. A portion of this purchase price was paid into an escrow account until the definite price was determined, from which EUR 5.1 million will flow back to the Group in Due to the setting of the definite purchase price, the goodwill was lowered by CHF 4.8 million in 2008 (increased by CHF 0.6 million in the prior year due to the adjustment of the estimate of the definite purchase price setting). Individual shares in the former Cimex Pharma Ltd. were purchased in the reporting year and the prior year. In addition, within the scope of the merger of the former Cimex Pharma Ltd. with the former Schweizerhall Management Ltd., the minority shareholders were compensated in cash. The portion of this compensation not paid due to the unknown whereabouts of the compensated shareholders is listed in other current liabilities. 33 Related party transactions Shareholders, employee pension schemes and associated companies are treated as related parties. The following transactions were made with related companies and individuals: (a) Purchase of goods and services in CHF from associated companies Total (b) Management compensation Members of the Board of Directors, Group Management and their families are considered related parties. The following compensation was paid during the normal course of business: in CHF Salaries and other short-term benefits Severance payments Post employment benefits Share-based compensation Total The Group Management was expanded in the reporting year. No payments were made to family members. (c) Outstanding items in connection with the purchase of goods at year-end in CHF Receivables from associated companies - - Payable to associated companies (d) Loans to related parties None. 68

69 ACINO GROUP NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT 34 Divestments No divestments were made in the reporting year or the prior year. Payments were made in the reporting year from the sale of a business unit due to discontinued guarantee benefits. In the prior funds flowed from the sale of a business unit for sales commissions and taxes. 35 Derivative financial instruments There were no outstanding derivative financial instruments as of December 31, 2008 or December 31, Additional information 36.1 Development costs In the year under review, development costs of CHF 6.6 million (prior year CHF 6.9 million) were recognized in the income statement Contingent liabilities The Group has granted the purchasers of Schweizerhall Chemie Ltd. the customary guarantees, specifically in regard to taxes. The relevant amount does not exceed CHF 10 million and is restricted to a period of five years from the date of sale or the tax limitation period. Nothing has changed in terms of this contingent liability since the previous year. The Group has given an undertaking to pay decontamination costs of a maximum of CHF 2 million with respect to contamination caused to properties by Schweizerhall Chemie Ltd. as determined by examination by the authorities, which was in progress on the date of sale or as may be incurred during the next three years as a result of civil action (by May 2009). Provisions have been recognized for this purpose in the amount of CHF 0.5 million (prior year: CHF 0.5 million). Nothing has change in terms of this contingent liability since the previous year. The Group has undertaken to bear all costs with respect to the property at Flawil for any necessary monitoring and decontamination over a ten year period from the date of sale (by May 2016). Provisions have been recognized for this purpose in the amount of CHF 0.5 million (prior year CHF 0.5 million). A bank guarantee for CHF 0.5 million expiring at the end of May 2011 has been issued to the purchaser of the land on behalf of the Group. The Group is involved in various legal cases from with claims for damages could arise. Provisions have been recognized for this purpose in the amount of CHF 2.3 million (prior year: CHF 1.9 million). Further information pertaining to these provisions is listed in Note Further information about the provisions can be found in Note Contingent assets Certain receivables have not been recognized. Such receivables relate to additional purchase consideration of a maximum of USD 4.6 million (prior year USD 6.0 million), the payment of which is contingent upon the achievement of predetermined targets. 69

70 ACINO GROUP NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT 36.4 For own liabilities pledged assets in CHF Properties Total As of December 31, 2008, a land charge of EUR 6.7 million was in existence for one property, of which EUR 2.9 million was outstanding (prior year: land charge of EUR 6.7 million of which EUR 3.2 million outstanding) Long-term leases The future payments to be made with respect to long-term, irrevocable leases amount to: in CHF Total future lease payments Up to 1 year Between 1 and 5 years After 5 years - - Rental expense for year Capital commitments Capital expenditure for which binding obligations existed at the balance sheet date, which have not yet been paid, amounted to: in CHF Property, plant and equipment Intangible assets Total capital commitments Credits/Risk assessment The information according to OR 663bbis and OR 663b (information regarding the implementation of a risk assessment) is listed in the Notes to the Consolidated Financial Statement of Acino Holding Ltd. in Note 12 and Note 16, respectively Events after balance sheet date The Audit Committee concurred with the consolidated financial statements on February 19, The Board of Directors approved their publication on February 26, The financial statements are subject to the approval of the General Meeting of Shareholders. There were no events between December 31, 2008 and the date of the approval of these Consolidated Financial Statements by the Board of Directors which are required to be disclosed in this note. 70

71 ACINO GROUP NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT 37 Significant subsidiaries and associated companies 37.1 Consolidated subsidiaries As of December 31, 2008 Switzerland Functional currency Par value of capital (in CHF 1 000) Direct equity interest Acino Pharma Ltd, Liesberg CHF % Indirect equity interest Acino Supply Ltd., Basle CHF % Germany Acino AG, Miesbach EUR % Acino Pharma GmbH, Miesbach EUR % USA Acino Pharma Inc., Bridgewater (New Jersey) CHF % 37.2 Equity method consolidated investments As of December 31, 2008 India Functional currency Par value of capital (in CHF 1 000) Direct equity interest Indirect equity interest Glochem Industries Ltd. INR % 71

72 ACINO GROUP REPORT OF THE STATUTORY AUDITOR Report of the statutory auditor to the general meeting of Acino Holding Ltd. Basle Report of the statutory auditor on the consolidated financial statements As statutory auditor, we have audited the accompanying consolidated financial statements of Acino Holding Ltd., which comprise the income statement, balance sheet, cash flow statement, statement of recognized income and expense, statement of changes in equity and notes (pages 28 to 71), for the year ended December 31, Board of Directors Responsibility The Board of Directors is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the International Financial Reporting Standards (IFRS) and the requirements of Swiss law. This responsibility includes designing, implementing and maintaining an internal control system relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. The Board of Directors is further responsible for selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances. Auditor s Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with Swiss law and Swiss Auditing Standards as well as the International Standards on Auditing. Those standards require that we plan and perform the audit to obtain reasonable assurance whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control system relevant to the entity s preparation and fair presentation of the consolidated financial statements 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 entity s internal control system. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the consolidated financial statements for the year ended December 31, 2008 give a true and fair view of the financial position, the results of operations and the cash flows in accordance with the International Financial Reporting Standards (IFRS) and comply with Swiss law. Report on other legal requirements We confirm that we meet the legal requirements on licensing according to the Auditor Oversight Act (AOA) and independence (article 728 CO and article 11 RAG) and that there are no circumstances incompatible with our independence. In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm that an internal control system exists which has been designed for the preparation of consolidated financial statements according to the instructions of the Board of Directors. We recommend that the consolidated financial statements submitted to you be approved. PricewaterhouseCoopers AG Dr. Daniel Suter Audit expert Auditor in charge Pascal Bucheli Audit expert Basle, February 26, 2009 [This is a translation, the original letter was issued in German only.] 72

73 ACINO HOLDING LTD. FINANCIAL REPORT Financial statements of Acino Holding Ltd. 73 Income statement 74 Balance sheet 75 Notes to the financial statements 76 Proposal of the Board of Directors on the appropriations of retained earnings 79 Report of the Statutory Auditor 80 73

74 ACINO HOLDING LTD. INCOME STATEMENT in CHF Financial income Reversal of depreciation on investments in subsidiaries Total revenue Staff expenses Administration expenses Financial expenses Write-downs of subsidiaries Capital tax Income tax - (97 607) Total expenses Loss for the year ( ) ( ) 74

75 ACINO HOLDING LTD. BALANCE SHEET in CHF Assets Cash and cash equivalents Marketable securities Liquid funds Short-term loans to Group companies Receivables Accrued income Total current assets Long-term loans to Group companies Financial investments in subsidiaries Financial investments/minority shareholdings Property, plant and equipment 1 1 Total non current assets Total assets Liabilities and shareholders equity Other liabilities Short-term loans from Group companies Accrued expenses Provisions Total current liabilities Share capital General reserve Reserve for treasury shares Free reserve Retained earnings Loss for the year ( ) ( ) Balance sheet profit Total shareholders equity Total liabilities and shareholders equity

76 ACINO HOLDING LTD. NOTES TO THE FINANCIAL STATEMENTS 1 Guarantees, warranties, contingent liabilities and suretyships Guarantees: CHF 0.5 million (prior year CHF 0.5 million). The details and information regarding other contingent liabilities are contained in Note 36.2 of the consolidated financial statements. 2 Warranties and suretyships on behalf of Group Companies As of December 31, 2008: CHF 10.0 million (prior year CHF 13.2 million). 3 Security interests in assets for Company liabilities None. 4 Off-balance-sheet leasing liabilities None. 5 Fire insurance value of property, plant and equipment Due to the fact that property, plant and equipment consist exclusively of land, there is no insurance value. 6 Pension liabilities None. 7 Outstanding loan obligations None. 8 Net release of undisclosed reserves None. 9 Revaluations None. 10 Treasury shares As of December 31, 2008, the Company directly, or indirectly through consolidated subsidiaries, held of its own registered, par value CHF 0.40, shares (prior year 8 644). A portion of these shares is held for the issuance of shares to employees in connection with the Employee Stock Plan. As of December 31, 2008, treasury shares were held in a blocked security deposit, they were released on February 5, In the reporting year, shares were purchased at an average price of CHF per share (prior year: shares at an average price of CHF per share) and shares were sold to the subsidiaries within the scope of the employee stock plan to transfer to employees at the price of CHF per share (prior year: shares at the average prices of CHF per share). In the current year, 155 shares were transferred at the price of CHF as part of the Novosis purchase price (prior year: none). There are no redemption obligations or contingent liabilities relating to the Company s shares registered shares in the Company were held by the Acino Holding Ltd. Welfare Fund as of December 31, These were sold to Acino Holding Ltd. in Authorized, conditional increase in share capital At the General Meeting of Shareholders of March 28, 2008, the Board of Directors was authorized to increase the company s share capital by a maximum of CHF through the issuance by April 27, 2010, by issuing no more than fully paid registered, par value CHF 0.40, shares. 76

77 ACINO HOLDING LTD. NOTES TO THE FINANCIAL STATEMENTS 12 Compensation The following performance-based compensation was granted to the Members of the Board of Directors and Members of the Group Management: in CHF Performance-based compensation Saving contribution to pension fund Entitlement to bonus Name, Function Base salary Cash Shares shares Total Luzi A. von Bidder*, Chairman & Member of the Audit Committee Prior year René Muttenzer, Vice-Chairman & Member of the Audit Committee Prior year Staffan O. Bjöörn, Board Member Prior year Anders Härfstrand, Board Member (started April 1, 2008) Prior year Hans Peter Hasler, Board Member (started April 1, 2008) Prior year Sven Hoffmann, Board Member (prior year: Board Member & Member of the Cimex Commitee) Prior year Jürg Michel, Board Member & Chairman of the Audit Committee Prior year François L Eplattenier, Board Member (resigned March 31, 2008) Prior year Jean Lüchinger, former Board Member (resigned March 30, 2007) - - Prior year Board of Directors total Prior year Group Management total Prior year * At the same time, the highest amount of compensation paid to a Member of Group Management. The shares transferred as a result of the performance-based compensation are blocked to sale for three years and were issued at tax value. The value of the entitlement to free shares is, as in the Consolidated Financial Statements, deferred on an accruals basis. Further information about the employee participation program can be found in Note in the Notes to the Consolidated Annual Financial Statements. 77

78 ACINO HOLDING LTD. NOTES TO THE FINANCIAL STATEMENTS No loans were made to the Members of the Board of Directors and Group Management. Advisory service fees in the amount of CHF were paid to René Muttenzer, Board Member (prior year: CHF 8 564). 13 Significant shareholders According to the information available, the following shareholders held more than 3% of the outstanding Acino Holding Ltd. share as of December 31: Groups of shareholders or Shareholders Share on December 31, 2008 Share on December 31, 2007 Marianne Schär, Dr. Hans-Peter Schär, Basle 8.2% 8.4% Schroders, London >5% 15.3% Standard Capital NV, AN-Willemstad, Curaçao >3% - Vontobel Swiss Small Companies, Vontobel Swiss Equities, Saphir Medium, Saphir Forte, Raiffeisen-Vontobel Pension Invest 50, Raiffeisen-Vontobel Pension Invest 30 >3% - Alexander Knapp Voith, St. Moritz <3% 11.8% Cathey World Investment Ltd., Hong Kong <3% 3.1% Eduard Kny, Kehrsiten <3% 3.1% In addition: Chase Nominees Ltd, London, held 18.2% (2007: 20.1%) of the outstanding shares as trustee. At the balance sheet date, registration of transfer was pending for shares or 28.5% of share capital. 14 Stock of shares held by the Members of the Board of Directors and the Group Management December 31, 2008 December 31, 2007 Entitlement to bonus shares Entitlement to bonus shares Name Function Stock of shares Stock of shares Luzi A. von Bidder Chairman René Muttenzer Vice-Chairman & Member of the Audit Committee Staffan O. Bjöörn Board Member François L Eplattenier Anders Haerfstrand Hans Peter Hasler Former Board Member (resigned March 31, 2008) Board Member (started April 1, 2008) Board Member (started April 1, 2008) Sven Hoffmann Board Member Jürg Michel Board Member & Chairman of the Audit Committee Annette Eschler Head Business Development Harald Haubitz Head Production & SCM Axel Müller CEO Marcel von Ah CFO Total

79 ACINO HOLDING LTD. NOTES TO THE FINANCIAL STATEMENTS 15 Significant subsidiaries and associated companies The significant subsidiaries and associated companies are listed under Note 37.1 on page 71. This section is also a component of the notes. 16 Risk assessment details The Group has an implemented risk management. The greatest strategic and operative risks are discussed at each meeting of the Board of Directors. Based on an annual risk identification conducted by the Group Management, the essential risks for the Group are assessed in terms of their probability of occurrence and consequences. Certain risks are consciously entered into; others are avoided, lessened or shifted with measures monitored by the Board of Directors. The risks borne by the Group itself are consistently monitored. The last risk assessment by the Board of Directors was conducted on November 27, Special risks are monitored by separate committees; these include the Finance Committee and the Audit Committee. To be able to flexibly react to changes in the risk environment, the Group Management and the Board of Directors can issue ad hoc assignments for more in-depth clarifications of risk. ACINO HOLDING LTD. APPROPRIATIONS OF RETAINED EARNINGS PROPOSED BY THE BOARD OF DIRECTORS in CHF Retained earnings as of January 1, Dividends paid ( ) Loss for the year ( ) Retained earnings as of December 31, Profit allocation Allocation to free reserves ( ) Proposed gross dividend of CHF 2.50 per registered share ( ) Carried forward - The gross dividend per share to be paid subjet to approval of the General Meeting of Shareholders 2.50 Less 35% withholding tax (0.88) Net distribution, value April 7, On behalf of the Board of Directors Acino Holding Ltd. The Chairman: Luzi Andreas von Bidder 79

80 ACINO HOLDING LTD. REPORT OF THE STATUTORY AUDITOR Report of the statutory auditor to the general meeting of Acino Holding Ltd. Basle Report of the statutory auditor on the financial statements As statutory auditor, we have audited the accompanying financial statements of Acino Holding Ltd., which comprise the income statement, balance sheet, and notes (pages 74 to 79), for the year ended December 31, Board of Directors Responsibility The Board of Directors is responsible for the preparation of the financial statements in accordance with the requirements of Swiss law and the company s articles of incorporation. This responsibility includes designing, implementing and maintaining an internal control system relevant to the preparation of financial statements that are free from material misstatement, whether due to fraud or error. The Board of Directors is further responsible for selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances. Auditor s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Swiss law and Swiss Auditing Standards. Those standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control system relevant to the entity s preparation of the financial statements 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 entity s internal control system. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements for the year ended December 31, 2008 comply with Swiss law and the company s articles of incorporation. Report on other legal requirements We confirm that we meet the legal requirements on licensing according to the Auditor Oversight Act (AOA) and independence (article 728 CO and article 11 RAG) and that there are no circumstances incompatible with our independence. In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm that an internal control system exists which has been designed for the preparation of financial statements according to the instructions of the Board of Directors. We further confirm that the proposed appropriation of available earnings complies with Swiss law and the company s articles of incorporation. We recommend that the financial statements submitted to you be approved. PricewaterhouseCoopers AG Dr. Daniel Suter Audit expert Auditor in charge Pascal Bucheli Audit expert Basle, February 26, 2009 [This is a translation, the original letter was issued in German only.] 80

81 81

82 ACINO CORPORATE GOVERNANCE Corporate Governance 82 Group structure and shareholders 83 Capital structure 84 Board of Directors 85 Group Management 91 Compensation, shareholdings and loans 94 Shareholders participation 95 Change of control and defense measures 96 Auditors 96 Information policy

83 ACINO CORPORATE GOVERNANCE 1 GROUP STRUCTURE AND SHAREHOLDERS 1.1 Group structure Organization of the operating group structure Board of Directors of Acino Holding Ltd. Audit Committee Finance Committee Chairman of the Board of Directors Group Management chaired by the CEO Basis of consolidation Basis of the consolidation of the Acino Group are the companies as shown in the Notes to the Financial Statements of the Acino Group (Note 37.1, p. 71) Corporate entities as of December 31, 2008 Board of Directors of Acino Holding Ltd. Luzi Andreas von Bidder, Chairman of the Board Dr. René Muttenzer, Vice-Chairman of the Board Dr. Staffan O. Bjöörn, Board Member Dr. Anders Härfstrand, Board Member Hans Peter Hasler Board Member Sven Hoffmann, Board Member Jürg Michel, Board Member Honorary Chairman of Acino Holding Ltd. Dr. Hans-Peter Schär Group Management Dr. Axel Müller, CEO Marcel von Ah, CFO Dr. Harald Haubitz, Head Production&SCM Dr. Jean-Daniel Bonny, Head R&D Dr. Annette Eschler, Head Business Development Dr. Wolfgang Niedermaier, Head Acino German Operations Auditors PricewaterhouseCoopers AG, Basle 83

84 ACINO CORPORATE GOVERNANCE 1.2 Shareholders As of December 31, 2008, Acino Holding Ltd. had registered shareholders. The shareholder structure was as follows: Private Institutional Shareholder 84% 16% Shares held 29% 71% Approximately 32% of the shares were held by foreigners (82 shareholders). Shareholders who held more than 3% of the equity and voting rights: see page Crossholdings No crossholdings exceeding 5% of the voting rights or equity capital exist with other incorporated companies. 2 CAPITAL STRUCTURE 2.1 Shareholders equity As of December 31, 2008, the share capital totaled CHF million, divided into registered shares of CHF 0.40 nominal value each. The share capital of Acino Holding Ltd. is fully paid-in. Each share has one vote at the General Meeting of Shareholders and is entitled to dividend payments. There are no participation certificates or non-voting equity securities. 2.2 Conditioned and authorized capital On the occasion of the General Meeting of Shareholders of March 28, 2008, the Board of Directors has been entitled to increase the share capital, no later than March 27, 2010, by a maximum of CHF through issuance of a maximum of shares with a nominal value of CHF 0.40 each to be fully paid in. 2.3 Changes in share capital As of December 31, 2005 the share capital totaled registered shares of CHF 0.40 nominal value each. In May 2006 the share capital was increased through investment in kind by CHF ( registered shares of CHF 0.40 nominal value each). As of December 31, 2006 and as of December 31, 2007 the share capital totaled registered shares of CHF 0.40 nominal value each. With the share capital increase of March 28, 2008, according to the agreement of contribution in kind dated March 28, 2008, Acino Holding Ltd. took over from Dr. Wilfried Fischer registered shares with restricted transferability of EUR nominal value each of Acino AG, Miesbach (formerly Novosis AG) at the value and price of CHF 9.7 million in total, for which the contributor of the investment in kind received registered shares of CHF 0.40 nominal value each of 84

85 ACINO CORPORATE GOVERNANCE Acino Holding Ltd. Since then and as of December 31, 2008, the share capital amounts to CHF million and totals registered shares at CHF 0.40 nominal value each. For a detailed development of the shareholders equity, please refer to Notes 22 to 26 in the Notes to the Financial Statements. 2.4 Limitations in transferability and nominee registrations In accordance with Article 6 of the Articles of Incorporation, the company may deny shareholder registration with voting rights and rights associated to the voting power in the share register if the purchaser of shares fails to declare that the shares were acquired in his own name and for his own account. The Board of Directors is responsible for the acknowledgment of and permission to register shareholders in the shareholder register; the Board has delegated this duty to its Chairman. The Board may register nominees in the company s share register with the right to vote up to 3% of the issued share capital as reflected in the commercial register. In excess of that limit, the Board may register nominees with voting rights if such nominee discloses name, address and shareholding of any person in whose account the nominee holds 0.5% or more or the issued share capital. 2.5 Convertible bonds and options No convertible bonds exist within the Group. For details regarding share-ownership programs and share-based payment programs for employees, please refer to Note in the Notes to the Financial Statements. 3 BOARD OF DIRECTORS 3.1 Members of the Board of Directors Luzi Andreas von Bidder Chairman of the Board, Graduate in Economics, HSG (University of St. Gallen), Swiss citizen, born Board membership and executive mandates within the Acino Group Member of the Board of Acino Holding Ltd. since 1997 and its Chairman since 2003 Current term of office expires in 2009; stands for reelection Professional background, other activities and vested interests 1992 to 2002 Chairman and CEO of Novartis Ophthalmics AG, Bülach Member of the Novartis Pharma Executive Committee Previously held various management functions with Ciba-Geigy and Novartis Chairman of the Board of Directors of EyeSense AG, Basle Member of the Board of Directors of Solvias AG, Basle 85

86 ACINO CORPORATE GOVERNANCE René Muttenzer Vice-Chairman of the Board, Doctor of Law, Lawyer, Swiss citizen, born Board membership and executive mandates within the Acino Group Member of the Board of Acino Holding Ltd. since 2003 and its Vice-Chairman since 2004 Current term of office expires in 2009; stands for reelection Professional background, other activities and vested interests 1996 to 2003 Head of Business Development and member of the Management Committee of Novartis Animal Health 1969 to 2003 Legal advisor (Geigy, Ciba-Geigy, Novartis) for international businesses and affairs Member of the Board of Directors of Life Biosystems AG, Basle Staffan O. Bjöörn Member of the Board, Doctor of Political Sciences, Swiss/Swedish dual citizenship, born Board membership and executive mandates within the Acino Group Member of the Board of Acino Holding Ltd. since 1986 Current term of office expires in 2010 Professional background, other activities and vested interests For many years managed a firm trading in fiber raw materials (paper industry) and water treatment chemicals and systems Chairman of the Board of Directors of Cell International SA, Basle Anders Härfstrand Member of the Board, MD, PhD, Swedish citizen, born Board membership and executive mandates within the Acino Group Member of the Board of Acino Holding Ltd. since 2008 Current term of office expires in 2011 Professional background, other activities and vested interests Since August 2007 CEO and Member of the Board of Nitec Pharma AG, Reinach 2005 to 2007 Senior Executive Vice President Serono International 2003 to 2005 Executive Vice President and Member of the Board of Pfizer Japan 1988 to 2003 various senior management positions with Pharmacia Inc., Pharmacia & Upjohn and Pharmacia AB, most recently as Vice President Country Operations Pharmacia Practising physician and lecturer of neuropharmacology/histology at the Karolinska Institutet, Stockholm, Sweden Member of the Board of OphthalmoPharma AG, Sarnen 86

87 ACINO CORPORATE GOVERNANCE Hans Peter Hasler Member of the Board, degree in business/marketing, SIB (Schweizerisches Institut für Betriebsökonomie), Swiss citizen, born Board membership and executive mandates within the Acino Group Member of the Board of Acino Holding Ltd. since 2008 Current term of office expires in 2011 Professional background, other activities and vested interests Since May 2008 Chief Operating Officer, Biogen Idec Inc to 2008 senior management positions with Biogen Idec, among others Head of International/Head of Global Neurology 1995 to 2001 senior management positions with Wyeth Pharma, among others Head of Global Strategic Marketing, USA, Managing Director Switzerland/Austria/Eastern Europe and Managing Director Germany Vice-Chairman of Santhera Pharmaceuticals (Switzerland) Ltd., Basle Sven Hoffmann Member of the Board, Licentiate in Law, Lawyer, Swiss citizen, born Board membership and executive mandates within the Acino Group Member of the Board of Acino Holding Ltd. since 2004 Current term of office expires in 2010 Professional background, other activities and vested interests Since 1992 freelance consultant and legal advisor primarily in the areas of contract, corporate, succession and building law and asset management 1983 to 1991 various positions held at F. Hoffmann-La Roche AG, Pharma Division, lastly as Regional Manager, Pharma Division, Roche Hong Kong Chairman of the Board of 2ME Holding AG, Basle; Chairman of the Board of MFE, Medien für Erwachsene, Basle; Chairman of the Board of Sallfort AG, Basle; Vice-Chairman and Managing Director of Life Biosystems AG, Basle; partly Chairman partly Member of the Board of the affiliates of the Tivona Group, Basle; Managing Director of Eucro European Contract Research GmbH&Co. KG, branch office Basle and Caminola GmbH; Member of the Board of the following companies: Bären Apotheke AG, Zurich; Bockstecherhof Immobilien AG, Basle; Care4 Ltd., Basle; Convention Hotel International AG, Basle; Cruba Holding AG, Riehen; Eastpharma Ltd., Istanbul, Turkey; Finoca AG, Menziken; Hello AG, Basle; Holdges AG, Riehen; Interaval AG, Riehen; Kigaru AG, Oberwil; Life Biosystems Inc., Houston, USA; Sotheby s Schweiz AG, Zurich; Stamm&Co. AG Holding, Basle 87

88 ACINO CORPORATE GOVERNANCE Jürg Michel Member of the Board, Banker, Swiss citizen, born Board membership and executive mandates within the Acino Group Member of the Board of Acino Holding Ltd. since 2004 Current term of office expires in 2010 Professional background, other activities and vested interests Since 1991 Würth Group, responsible for finance worldwide 1969 to 1991 international experience in the financial centers Zurich, Frankfurt and New York Member of the Board of Management of the Würth Group Chairman of the Board of Würth Reinsurance Company S.A., Luxembourg; Chairman of the Board of Tunap AG, Märstetten; various other mandates as Board Member within the Würth Group; Member of the Board of International Banking House Bodensee AG, Friedrichshafen, Germany The members of the Board of Directors do not assume any other management or consultancy functions for Swiss or foreign interest groups and do not hold any significant official functions or political posts. 3.2 Elections and terms of office According to Article 16 of the Articles of Incorporation, the Board of Directors consists of at least three members being shareholders of the Group. The General Meeting of Shareholders elects the Members of the Board for a term of three years; reelection is possible. At the General Meeting of Shareholders of March 28, 2008, the term of office of Dr. François L Eplattenier expired. At the General Meeting of Shareholders of April 3, 2009, the terms of office of Luzi Andreas von Bidder and Dr. René Muttenzer expire. They are both standing for reelection. 3.3 Internal Organisation Board of Directors The Board elects its Chairman and Vice-Chairman from its members; furthermore the Board elects a Secretary who does not need to be a Board Member. Minutes are taken from the Board discussions and resolutions and signed by the Chairman and the keeper of the minutes. In order for the Board to pass resolutions, the majority of its Members must be present in person. Resolutions are passed with a simple majority of the votes; in case of equal votes the Chairman shall have a casting vote. Resolutions by notational voting using written circulations may be permissible unless a Board Member requests a verbal debate. In general, the Board of Directors holds four to five meetings per year each of which takes half a day up to a full day. In the year 2008, the Board held seven meetings. Members of the Group Management may attend, as well, if necessary. External advisors were not called in within the period under review. The agenda items to be discussed during the Board meetings are set by the Chairman. Each Member of the Board has the right to request an agenda item. The Members of the Board receive the necessary documents prior to the meetings in order to prepare the discussion of the agenda items. 88

89 ACINO CORPORATE GOVERNANCE Delegate of the Board The Board may assign part of its duties and responsibilities, as long as it does not concern non-transferable duties, in accordance with the Organizational Regulation, to one of its Members (Delegate) Committees The Board has formed a Finance Committee and an Audit Committee. The duties and responsibilities of these Committees are laid down in the Organizational Regulation of Acino Holding Ltd. The respective Chairmen and the Members of the Committees are elected by the Board. The Committees meet on a regular basis. Minutes have to be taken and recommendations are to be made for the attention of the ordinary Board Meetings. The agenda items of the Committee meetings are set by the respective Chairman. The Committee Members receive the necessary documents prior to the meetings in order to prepare the discussion of the agenda items. a) Finance Committee Luzi Andreas von Bidder, Chairman of the Board, Chairman Jürg Michel, Member of the Board Marcel von Ah, CFO The Finance Committee usually meets once per quarter. In the year under review the Committee met five times for one to two hour meetings. No external advisors were called in. (b) Audit Committee Jürg Michel, Member of the Board, Chairman Luzi Andreas von Bidder, Chairman of the Board Dr. René Muttenzer, Member of the Board The Audit Committee usually meets once per quarter without external auditors. Additionally, two meetings are held with the external auditors. The non-executive members of the Audit Committee meet at least once per year with the head of the external auditor. In the year under review, four meetings without and two meetings with deputies of the auditors were held. The meetings lasted each two to four hours. External advisors were not called in Honorary Chairman The Board of Directors may suggest to the General Meeting of Shareholders to elect a resigning Chairman as Honorary Chairman for a definite or indefinite time. The Honorary Chairman receives the invitations and the minutes of the Board as well as general written information provided by the Board, however, he does not attend the meetings of the Board. 89

90 ACINO CORPORATE GOVERNANCE 3.4 Areas of responsibility The areas of responsibility and allocation of duties between the Board and Group Management are laid down in an Organizational Regulation, which was last revised and approved by the Board on November 27, The Board is in charge of the company strategy and the overall management of the Acino Group. Furthermore, it holds the highest decision-making authority and sets the strategic, organizational, financial and accounting guidelines to be followed by the Acino Group. The main duties of the Board according to the Swiss Code of Obligations, Articles of Incorporation and Organization Regulation of Acino Holding Ltd. are the following: Strategic focus and management of the Acino Group Definition of the accounting system, financial control and financial planning Appointment and dismissal of the Members of the Group Management as well as fixation of their compensation Supervision of the business Preparation of the Annual Report and General Meeting of Shareholders and implementation of its decisions The Board delegated the management of the day-to-day business activities to the Group Management headed by the CEO. The CEO manages the business as a corporate entity and directly reports to the Chairman of the Board, who supervises the management of the Group, informs the Board of the Directors about the course of the business and is the spokesperson of the Group. The Board has appointed the Finance Committee to determine the investment policy, the currency hedging and the interest strategy. Furthermore the Finance Committee is responsible for the assessment of the current valuation of the non-listed investments. The Acino Holding Ltd. Welfare Fund delegated the management of its assets to the Finance Committee until the end of the reporting period. All members of the Board receive the minutes of the Finance Committee. The Audit Committee assesses the individual financial statements and the consolidated financial statements. Furthermore, it evaluates the interim financial statements intended for publication. The Audit Committee decides whether the individual and consolidated financial statements shall be submitted to the Board for approval by the General Meeting of Shareholders. It discusses each financial statement intended for publication with the Chairman and the CFO and approves its publication. The Audit Committee discusses the audit results of the interim and final audits with the external auditors, controls and assesses their audits, performance and fees. The Committee proposes the election of the auditors to the Board. It assesses the quality of the risk management and the compliance with legal regulations within the Group. The Chairman of the Audit Committee verbally informs the Board about the meetings. Furthermore, all Members of the Board receive the minutes of the Audit Committee meetings. 90

91 ACINO CORPORATE GOVERNANCE 3.5 Information and control with regard to the Group Management Individual financial statements of the Group s companies as well as consolidated financial statements for the Group as a whole are prepared on a monthly basis (balance sheet, income statement, cash flow statement, statement of recognized income and expense, statement of changes in consolidated equity, segment reporting). These statements are compared year-on-year as well as with the budget. The budget, which represents the first year of a five-year mid-term plan, is periodically examined with regard to the attainability of the targets. Group Management informs the Chairman about the financial results, the implementation of the strategy and the progress of the respective projects. The consolidated report is delivered to the Board of Directors on a monthly basis for discussion on the occasion of their meetings. The Board of Directors discusses and approves the budget for the coming year once per year. The minutes of the Finance Committee and the Audit Committee are regularly submitted to the Board; they are discussed and approved at the Board Meetings. 4 GROUP MANAGEMENT The Board has appointed the Group Management headed by the CEO. The duties and scope of authority of the CEO explicitly include the following: The implementation of the strategic objectives, the definition of the operational focus and priorities as well as the appropriation of the necessary material and personnel resources. Development of the strategic plans and the one-year operational plan and budgets of the Group. Leadership and supervision of the Members of Group Management. Responsibility for safety and environmental protection in all sites and manufacturing plants of the Group. The Members of Group Management each have individual responsibility for the business areas (functions or business segments) allocated to them. In particular, the individual Members of Group Management are responsible for accomplishing the following tasks: Achieving the defined strategic, operational and quantitative objectives within their function/business segment. Budget responsibility for their area. Establishment and supervision of a management and organizational structure appropriate for the needs of their area of responsibility and in consideration of the principles governing delegation and the scope of authority. Supervision of the Group-wide business performance within their area of responsibility as well as issuance of the necessary directives and guidelines especially also with regard to compliance with relevant legal requirements in their respective area. Regular reporting on the business progress to the CEO and in important circumstances immediate reporting to the Chairman and the CEO simultaneously. 91

92 ACINO CORPORATE GOVERNANCE 4.1 Members of Group Management Axel Müller, Doctor of Pharmacology (University of Tubingen), German citizen, born Function in the Group Management CEO and Member of Group Management since 2005 Professional background 2005 to 2008 CEO of the former Business Unit Cimex of the Acino Group 2004 to 2005 Head of Generics with Siegfried AG, Zofingen 2001 to 2004 Managing Director and Head International with Aceto Holding GmbH, Waldshut, Germany 1999 to 2001 Head of Pharma/Fine Chemicals Division with Schweizerhall Pharma, Basle 1998 to 1999 Head of Healthcare Switzerland Arthur D. Little, Zurich 1994 to 1998 Head of Worldwide Licensing&Business Development with Ciba Vision Ophthalmics, Bülach 1985 to 1994 various senior management functions with Dispersa GmbH, Munich, Germany Member of the Board of Glochem Industries Ltd., Hyderabad, India Marcel von Ah, Swiss certified expert for accounting and controlling, Swiss citizen, born Function in the Group Management CFO and Member of Group Management since 2003 Professional background 1999 to 2003 Head of Finance of the International Distributor Markets Division, Novartis Ophthalmics AG, Bülach 1994 to 1999 various positions with IKEA AG, Spreitenbach, most recently as Head of Financial Accounting and Member of the Company Management Harald Haubitz, Doctor of Science (Dr. rer. nat.) Freie Universität Berlin, German citizen, born Function in the Group Management Head Production & SCM and Member of Group Management since 2008 Professional background 2005 to 2008 COO and Member of Group Management of the former Business Unit Cimex of the Acino Group 2001 to 2004 Director of Production and member of Group Management Cimex (prior to its acquisition by Schweizerhall) 1994 to 2001 various senior management positions with F. Hoffmann-La Roche AG, Basle, most recently as Head Packaging solid dosage forms 92

93 ACINO CORPORATE GOVERNANCE Jean-Daniel Bonny, Doctor of Science (Dr. phil. nat.) University of Basle, Pharmacist, Swiss citizen, born Function in the Group Management Head Research&Development and Member of Group Management since 2008 Professional background 2006 to 2008 Head Inhalation Development&Technology with Novartis Pharma AG, Basle 1999 to 2005 Head Pharmaceutical Research&Development with Novartis Pharma AG, Basle 1993 to 1999 laboratory and group leader, pharmaceutical development, with Sandoz/ Novartis Pharma AG, Basle 1992 to 1993 Postdoctoral position in galenical development with Nippon Roche K.K., Japan (Kamakura) Annette Eschler, Doctor of Science (Dr. rer. nat.) University of Ulm, German citizen, born Function in the Group Management Head Business Development and Member of Group Management since 2008 Professional background 2006 to 2008 Head of Business Development and Member of Management of the former Business Unit Cimex of the Acino Group 2004 to 2006 Department Head in Portfolio Management with ratiopharm GmbH, Ulm, Germany 1999 to 2004 Head of Division International Project Strategy with ratiopharm GmbH, Ulm, Germany 1996 to 1999 Manager patents with ratiopharm GmbH, Ulm, Germany Wolfgang Niedermaier, Doctor of Science (Dr. rer. nat.) University of Würzburg, Pharmacist, German citizen, born Function in the Group Management Head Acino German Operations and Member of Group Management since 2008 Professional background 2005 to 2008 CEO betapharm, Augsburg, Germany 1996 to 2005 Managing Director Heumann Pharma, Nürnberg, Germany 2002 to 2003 Group Vice President Global Multisource Business Pharmacia 2001 to 2003 Managing Director Pharmacia GmbH 1996 to 2000 Managing Director Monsanto, Germany (parent company of SEARLE) 1996 to 2000 Member of the Management Team Europe with SEARLE 1989 to 1996 Head of Marketing for all business units after take-over of the company by SEARLE 1982 to 1989 various senior management positions with Heumann Pharma, Nürnberg, Germany Member of the Board of Alicon AG, Schlieren The Members of the Group Management do not assume any other management or consultancy functions for Swiss or foreign interest groups and do not hold any significant official functions or political posts. 93

94 ACINO CORPORATE GOVERNANCE In the year under review Dr. Wilfried Fischer resigned from his function as Member of Group Management. 4.2 Management contracts No management contracts between Acino Holding Ltd. or its companies exist with third parties. 5 COMPENSATION AND SHAREHOLDINGS 5.1 Content and terms of compensation and shareholdings The non-executive Members of the Board are compensated for their assignment on a fixed basis. The compensation is fixed once per year by the by the Board of Directors as a whole. The compensation of the Chairman and the Members of the Group Management is fixed once per year by the by the Board of Directors as a whole. The Chairman, all Members of the Group Management and senior managers are remunerated by fixed and variable salary components. At the beginning of each financial year, qualitative and quantitative objectives are set, the achievement of which is rewarded by a 100% payment of the variable salary component (performance-related compensation). The agreed amount ranges between 25% and 75% of the fixed yearly salary. The amount of the variable salary payments can vary between 0% to 150% of the agreed amount for objectives which are not fully met or are exceeded. The total amount for performance-related compensation is accounted for in the period under review under staff expenses. In November 2006, the Group introduced an Employee Stock Plan, which makes it possible for the senior management to draw up to 40% of their annual variable salary component in shares. The authority to determine the percentage of share-based compensation resides with the Board. The performance-related compensation is determined in Swiss francs and is paid in the form of shares, the number of which is determined in the following January with reference to the average share price for the period. Shares so acquired by employees may not be sold for three years. Each share received in the context of a performance-related compensation entitles employees to one bonus share after three years. Employees voluntarily resigning Group positions within that period lose the entitlement to the bonus shares. In the year 2007, performance-related compensation payments related to the 2006 performance were paid out for the first time partially in shares. No loans to Directors or Members of the Group Management are outstanding. No retirement remuneration is paid to former Members of the Board. For details regarding compensation in the year under review and year-on-year please refer to Note 12 on page 77 in the Notes to the Financial Statements of Acino Holding Ltd. 94

95 ACINO CORPORATE GOVERNANCE 6 SHAREHOLDERS PARTICIPATION 6.1 Restrictions and proxy with regard to voting rights Each registered share entitles to one vote at the General Meeting of Shareholders. There are no restrictions with regard to voting rights. Shareholders with voting rights, who are registered at least seven days prior to the General Meeting of Shareholders, may participate in the meeting. Shareholders have the right to be represented by another shareholder by proxy. 6.2 Statutory quorum The General Meeting of Shareholders may pass resolutions irrespective of the number of shareholders present or the number of shares represented. There are no regulations regarding a required quorum which would be at variance with the law. 6.3 Convening of the General Meeting of Shareholders The General Meeting of Shareholders is held, once per year, at the latest six months after the end of the financial year. It is called by the Chairman, or if necessary, by the Auditors, no later than 20 days prior to the date of the meeting. Extraordinary General Meetings take place upon resolution of the General Meeting of Shareholders, the Board of Directors, at the request of the Auditors, or upon written request by one or more shareholders jointly representing at least 10% of the share capital. The request must include the subject matter for the debate and the relevant proposals. 6.4 Written shareholder demands Written shareholder demands to include items on the agenda of the General Meeting must be submitted to the company at the latest 60 days prior to the date of the General Meeting of Shareholders. 6.5 Registration in the share register/invitation to the General Meeting of Shareholders on April 3, 2009 On March 5, 2009, the invitation to the General Meeting of Shareholders of April 3, 2009, including the agenda items, will be sent to shareholders who are registered in the share register by March 4, Upon return of the reply coupon, shareholders will be sent an admission card as from March 25, Shareholders who are not registered by March 4, 2009, and acquire shares after this date are requested to apply for share registration to the register of shares of Acino Holding Ltd. no later than March 25, 2009, 08:00 hrs in order to receive an invitation to the General Meeting of Shareholders. From March 25, 2009, until and including the day of the General Meeting of Shareholders no registrations are made. Shareholders who sell their shares prior to the General Meeting of Shareholders lose their voting rights. In case of a partial purchase or sale of shares, the admission card is to be exchanged on the day of the General Meeting of Shareholders at the admission check-point. The invitation to the General Meeting of Shareholders and the agenda items can be downloaded from the website of Acino Holding Ltd. ( 95

96 ACINO CORPORATE GOVERNANCE 6.6 Disclosure of shareholdings As per Article 20 of the Swiss Stock Exchange Law, each shareholder of Acino Holding Ltd., acquiring or selling shares directly or indirectly or in concert with third parties for his own account and thus reaching, exceeding or falling below the threshold percentages of 3%, 5%, 10%, 15%, 20%, 25%, 33 1 / 3%, 50% or 66 2 / 3% of the voting rights whether exercisable or not must notify Acino Holding Ltd. and the disclosure body of the SIX Swiss Exchange. As per Article 21 of the Stock Exchange Law, the company is required to publish the information upon receipt. 7 CHANGE OF CONTROL AND DEFENSE MEASURES Acino Holding Ltd. has renounced inclusion of a so-called opting out or opting up clause in its Articles of Incorporation, which limit or waive the duty of a potential acquirer to make an offer as per SESTA, (Article 32). According to SESTA, Article 32, any shareholder is upon reaching the legally prescribed threshold of 33 1 / 3% of the voting rights (whether exercisable or not), either directly, indirectly or through a voting trust agreement required to make a full tender offer to all shareholders. In addition, SESTA rules with regard to minimal offer prices apply. As of the reporting date of December 31, 2008, three employment contracts were in existence with a change of control clause relating to a change in the composition of the Board of Directors of Acino Holding Ltd. following an unfriendly take-over. The one-off settlement amounts to one and a half to three years remuneration each. The share-ownership program for employees as of November 21, 2006, includes a change of control clause, according to which all the free shares to be obtained after three years (as described under Point 5.1), will be released with immediate effect in case of a change in control. 8 AUDITORS 8.1 Term of the mandate and term of office of the leading auditor PricewaterhouseCoopers AG (PwC), Basle has acted as statutory auditor in an indirect succession since The responsible partner is a Graduate Auditor and has been responsible for Acino since The leading auditor shall change at least every seven years. 8.2 Audit fees/additional remuneration The sum of the audit fees amounted to CHF whereof CHF were paid for services of PwC and CHF for services of third party auditors. Additional fees paid to PwC for other services rendered (such as audit-related tax and legal advising) totaled CHF

97 ACINO CORPORATE GOVERNANCE 8.3 Control measures with regard to the auditors The Audit Committee (examining body) is in charge of the yearly control of the external auditors quality control and inspection plan. Following each intermediate and final audit, the external auditors edit a Management Letter for the Group as a whole. The reports are commented by the Group Management and discussed in the meetings of the Audit Committee together with representatives of the external auditors and the Group Management. The Audit Committee assesses the yearly performance, remuneration and independency of the external auditors. Overall, the examining body held two meetings together with the external auditors. 9 INFORMATION POLICY Current information on the Acino Group is available at any time at the website This also includes the full contact details of the responsible spokesperson (investor relations). Ad hoc announcements can be accessed at Under the same website link, interested parties can register (and deregister) to receive company announcements via . Furthermore, the latest financial reports can be downloaded from E and the Articles of Incorporation of Acino Holding Ltd. can be accessed at In addition to the Annual Report, Quarterly Reports and Press Releases are published. The Company s official publication instrument is the Swiss Official Gazette of Commerce (Schweizerisches Handelsamtsblatt SHAB). 97

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99 ACINO INVESTOR INFORMATION Strategy and profile Acino is specialized on the development, registration and manufacture of generic and innovative pharmaceuticals using advanced drug delivery technologies for which Acino also holds patents. On the one hand, Acino works as a partner of the research-driven pharmaceutical industry on a comprehensive pipeline of original products; on the other hand Acino develops and manufactures applications systems with modified drug release for already approved, established the active ingredients. Technological leadership in drug delivery is the common platform of both strategic directions. It provides a competitive advantage and is the result of substantial investments. With its focus on pharmaceutical and generic specialties, Acino established a promising and sustainably profitable presence in selected pharmaceutical market segments and participates with above average margins in their growth. Confirmed in the strategy adopted, the further strengthening of the Acino Group as the leading provider of pharmaceutical specialties and contract development for the research-driven pharmaceutical industry remains the strategic focus of the Group. As a consequence, Acino continues to evaluate both opportunities for organic growth and acquisitions at a strategic and operational level, so as to advance its market position. Pay-out and dividends While profit distribution is based on results generated in the previous year, the company strives to distribute a basic dividend annually. The Board of Directors will recommend to the General Meeting of Shareholders on April 3, 2009, that a dividend of CHF 2.50 per registered share, with a nominal value of CHF 0.40, be paid. If accepted, this represents an increase by 14% year-on-year. Listing and index membership The registered shares of Acino Holding Ltd. are listed on the SIX Swiss Exchange and are included in the Swiss Performance Index (SPI). At the end of the reporting period, the stock s weighting in the index was 0.087%. Trading data, volume, free float As of December 31, 2008, the free float, i.e. the number of titles in free circulation at the end of the reporting period, amounted to 92%, equivalent to a market capitalization of CHF million. The cumulative trading volume was CHF million in the reporting period. The free float turnover was approximately 0.8 times. Securities number, ticker symbols, prices and publications Telekurs/Bloomberg ACIN Reuters ACIN.S Securities number ISIN number CH

100 ACINO INVESTOR INFORMATION Calendar April 3, 2009 General Meeting of Shareholders April 7, 2009 Dividend payment date May 7, 2009 Quarterly results as of March 31, 2009 July 30, 2009 Half-year results as of June 30, 2009 October 30, 2009 Nine-months results as of September 30, 2009 Share register Contact for changes in the share register: Aktienregister Acino Holding Ltd. c/o Nimbus AG Ziegelbrückstrasse Ziegelbrücke Phone Fax Contact for investors Acino Holding Ltd. Luzi Andreas von Bidder, Chairman Erlenstrasse 1 CH-4058 Basle Phone Fax [email protected]

101 ACINO INVESTOR INFORMATION 5-YEAR OVERVIEW Revenue CHF million Annual percentage change % 28.4% 36.2% 58.0% (62.0%) 2.2% EBITDA CHF million in % of revenue % 34.3% 28.8% 25.0% 25.0% 3.5% Annual percentage change % 53.0% 56.9% 57.6% 170.9% (63.7%) Operating profit (EBIT) CHF million in % of revenue % 19.9% 12.4% 6.1% 5.2% 0.3% Annual percentage change % 106.6% 175.7% 85.8% 494.0% (94.4%) Net profit/(net loss) CHF million in % of revenue % 14.3% 13.8% 28.0% 19.4% 3.3% Annual percentage change % 32.7% (32.9%) 127.9% 125.9% (56.0%) Cash flow from operating activities CHF million in % of revenue % 31.7% 22.9% 25.3% 13.0% 7.5% Annual percentage change % 77.8% 23.1% 208.2% (34.4%) (45.7%) Depreciation/Amortization CHF million Investments (tangible and intangible assets) CHF million Headcount (FTE) Balance sheet total CHF million Shareholders equity CHF million in % of balance sheet total % 73.0% 62.1% 62.0% 70.7% 68.2% Return on equity % 10.2% 8.1% 13.3% 6.0% 2.6% Dividends Total amount of dividends CHF million Undiluted earnings per share CHF Dividends per share CHF Market data Stock quotations High CHF Low CHF Year-end CHF Gross rate of return per share % 41.6% 15.3% 24.4% 67.2% 9.2% Market capitalization (31.12.) CHF million Market capitalization in % of equity (31.12.) % 219% 165% 150% 138% 77% Price-Earnings-Ratio (31.12.) ) From 2005 without revenue Schweizerhall Chemie AG (sold 2006) 2) Proposal of the Board of Directors to the General Meeting of Shareholders of April 3,

102 ACINO ADDRESSES Acino Holding Ltd. Erlenstrasse 1 CH-4058 Basle Phone Fax addresses: [email protected] Internet: Acino Pharma Ltd. Erlenstrasse 1 CH-4058 Basle Phone Fax Acino Supply Ltd. Erlenstrasse 1 CH-4058 Basle Phone Fax Acino Pharma Ltd. Birsweg 2 CH-4253 Liesberg Phone Fax Acino AG Am Windfeld 35 D Miesbach Phone Fax Acino Pharma GmbH Am Windfeld 35 D Miesbach Phone Fax Acino Pharma, Inc. 380 Foothill Road Bridgewater, New Jersey USA Phone/Fax

103 ACINO HOLDING LTD. Imprint Editorial: Acino Holding Ltd., Basle Concept and realization: Weber-Thedy AG, Corporate & Financial Communications, Zurich Photos: Stefan Hofman, Biel Design and illustrations: Giger & Partner, Zurich Publishing system: Multimedia Solutions AG, Zurich Print: Schwabe AG, Muttenz The Annual Report is published in German and English. The German version is binding in all matters of interpretation. 103

104 ACINO HOLDING LTD. Investor & Media Relations Acino Holding Ltd. Luzi Andreas von Bidder Chairman of the Board of Directors Erlenstrasse 1 CH-4058 Basle Phone Fax [email protected]