Euro Cater A/S. Annual report 2011/12

Transcription

1 1 October 30 September Approved at the annual general meeting of the Company on 2012 Chairman The following is a translation of an original Danish document. The original Danish document is the governing document for all purposes, and in case of any discrepancy, the Danish wording will be applicable. The annual report comprises 76 pages

2 Contents Statement by the Board of Directors and the Executive Board 2 Independent auditors' report 3 Management commentary 4 Company details 4 Group chart 5 Financial highlights for the Group 6 Operating review 7 Consolidated financial statements for the period 1 October September Income statement 9 Statement of comprehensive income 10 Balance sheet 11 Statement of changes in equity 13 Cash flow statement 15 Summary of notes Parent company financial statements for the period 1 October September Income statement 54 Statement of comprehensive income 55 Balance sheet 56 Statement of changes in equity 58 Cash flow statement 60 Summary of notes Companies of the Group 75 1

3 Statement by the Board of Directors and the Executive Board The Board of Directors and the Executive Board have today discussed and approved the annual report of for the financial year 1 October. The annual report has been prepared in accordance with International Financial Reporting Standards as adopted by the EU and disclosure requirements in the Danish Financial Statements Act. It is our opinion that the consolidated financial statements and the parent company financial statements give a true and fair view of the Group's and the Parent Company's financial position at 30 September 2012 and of the results of the Group's and the Parent Company's operations and cash flows for the financial year 1 October. In our opinion, the Management commentary includes a fair review of the development in the Group's and the Parent Company's operations and financial conditions, the results for the year, cash flows and financial position. We recommend that the annual report be approved at the annual general meeting. Svenstrup, 20 November 2012 Executive Board: Leon Sørensen Board of Directors: Stefan Linder Preben Bager Leon Sørensen Chairman Johan Blomquist Erik Stensig Poulsen 2

4 Independent auditors' report To the shareholders of Independent auditors' report on the consolidated financial statements and the parent company financial statements We have audited the consolidated financial statements and the parent company financial statements of for the financial year 1 October. The consolidated financial statements and the parent company financial statements comprise income statement, statement of comprehensive income, balance sheet, statement of changes in equity, cash flow statement and notes, including a summary of significant accounting policies for the Group as well as for the Parent Company. The consolidated financial statements and the parent company financial statements are prepared in accordance with International Financial Reporting Standards as adopted by the EU and additional disclosure requirements in the Danish Financial Statements Act. Management's responsibility for the consolidated financial statements and the parent company financial statements Management is responsible for the preparation of consolidated financial statements and parent company financial statements that give a true and fair view in accordance with International Financial Reporting Standards as adopted by the EU and additional disclosure requirements in the Danish Financial Statements Act and for such internal control that Management determines is necessary to enable the preparation of consolidated financial statements and parent company financial statements that are free from material misstatement, whether due to fraud or error. Auditors' responsibility Our responsibility is to express an opinion on the consolidated financial statements and the parent company financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing and additional requirements under Danish audit regulation. This requires that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance as to whether the consolidated financial statements and the parent company 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 and the parent company financial statements. The procedures selected depend on the auditors' judgement, including the assessment of the risks of material misstatement of the consolidated financial statements and the parent company financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the Company's preparation of consolidated financial statements and parent company financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by Management, as well as evaluating the overall presentation of the consolidated financial statements and the parent company financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Our audit has not resulted in any qualification. Opinion In our opinion, the consolidated financial statements and the parent company financial statements give a true and fair view of the Group's and the Parent Company's financial position at 31 December 2012 and of the results of the Group's and the Parent Company's operations and cash flows for the financial year 1 October September 2012 in accordance with International Financial Reporting Standards as adopted by the EU and additional disclosure requirements in the Danish Financial Statements Act. Statement on the Management commentary Pursuant to the Danish Financial Statements Act, we have read the Management commentary. We have not performed any further procedures in addition to the audit of the consolidated financial statements and the parent company financial statements. On this basis, it is our opinion that the information provided in the Management commentary is consistent with the consolidated financial statements and the parent company financial statements. Aalborg, 20 November 2012 KPMG Statsautoriseret Revisionspartnerselskab Niels David Nielsen State Authorised Public Accountant Andreas H. Brandt State Authorised Public Accountant 3

5 Management commentary Company details Vidalsvej 6 DK-9230 Svenstrup Telephone: Website: Reg. no.: Established: 29 September 2006 Registered office: Aalborg Financial year: 1 October 30 September Board of Directors Stefan Linder (Chairman) Preben Bager Leon Sørensen Johan Blomquist Erik Stensig Poulsen Executive Board Leon Sørensen Audit KPMG Statsautoriseret Revisionspartnerselskab Vestre Havnepromenade 1A DK-9100 Aalborg Bank Handelsbanken Annual general meeting The annual general meeting is to be held at the Company's address on 20 November

6 Management commentary Group chart The business structure of Euro Cater Group is illustrated below: Euro Cater Dansk Cater Svensk Cater 17 Danish units: 20 Swedish units: AB Catering Aalborg AB Catering Aarhus AB Catering Holstebro AB Catering Ribe AB Catering Slagelse AB Catering København BC Catering Aalborg BC Catering Skanderborg BC Catering Herning BC Catering Kolding BC Catering Nykøbing F. BC Catering Roskilde BC Catering Grossisten inco CC København inco CC Aarhus Gävle Kalmar Malmö Halmstad Stockholm Västerås Örebro Göteborg Borlänge Uddevalla Linköping Gällivare Söderhamn Örnsköldsvik Östersund Skellefteå Sundsvall Luleå Karlstad Ängelholm Kødgros Vest Cater Food For a survey of group companies and legal structure, please see page 75. 5

7 Management commentary Financial highlights for the Group DKKm 2011/ / / / /08 Key figures Revenue 7,173 6,081 5,253 5,038 5,098 Gross profit 1,662 1,376 1,224 1,199 1,203 Profit before depreciation/amortisation, financial income and expenses and tax (EBITDA) Operating profit (EBIT) Financial income and expenses Profit from continuing operations Profit from discontinued operations Profit for the year Total assets 3,918 3,759 3,231 3,162 3,296 Inventories Trade receivables Equity 1,397 1, Cash flows from operating activities Cash flows from investing activities Portion relating to investment in property, plant and equipment Cash flows from financing activities Total cash flows Financial ratios Gross profit Operating margin Return on invested capital Solvency ratio Return on equity Average number of employees (continuing operations) 1,802 1,546 1,413 1,439 1,386 For terms and definitions, please see the accounting policies. As of 1 July 2011, activities acquired from inco Danmark A.m.b.a. are recognised in the 2010/11 financial statements, see note 22 to the consolidated financial statements. 6

8 Management commentary Operating review Principal activities All group companies operate within the food service business and trade in foods and consumables for caterers within the geographical markets at which the Group is established. High service level, delivery of quality products, local knowledge and close contact with the customers represent the Company's foundation. Development in activities and financial matters In the 2011/12 financial year, EBITDA amounted to DKK 455 million (2010/11: DKK 322 million) and profit after tax accounted for DKK 224 million (2010/11: DKK 120 million). In July 2011, the Euro Cater Group acquired all activities in inco Danmark A.m.b.a., and in July 2012, it was agreed to take over all food service activities from Nordstrøms Sverige AB. The takeover and subsequent adaptation and integration of the two enterprises progressed as planned with positive effect on profit for the year. Total restructuring and adaptation costs for the inco activities accounted for approx. DKK 50 million and are recognised in profit for the year. Profit for the year and financial development are generally considered satisfactory. Outlook A positive development and satisfactory results are expected for 2012/13. Financial risks and risk management policy Financial risks and risk management policy are disclosed in note 19 to the consolidated financial statements. Environment and food safety All units in Denmark and Sweden, apart from the latest three acquisitions, are now certified to ISO (environment). All Danish units except for one are now certified to ISO (food safety). The remaining Danish unit is expected to be certified in spring A corresponding certification of most of the Swedish units has been initiated. The certification procedures are expected to be concluded in the course of Corporate social responsibility The Group does not at present have a structured approach to CSR and has not adopted any policies in this respect. Consequently, CSR is not separately addressed. 7

9 Management commentary Operating review Intellectual capital It is essential to the continued growth of the Group to attract and retain qualified and dedicated staff with industry expertise. The main part of the employees in Denmark and Sweden participate in a profit-sharing scheme which is considered essential in relation to employee retention and continued optimisation of the Group's business concepts, etc. Events after the balance sheet date No events have occurred after the balance sheet date that have or may have a significant influence on the assessment of the financial performance of the Group. 8

10 Consolidated financial statements for the period 1 October Income statement DKKm Note 2011/ /11 Revenue 7, ,080,7 Cost of sales -5, ,705.2 Gross profit 1, ,375.5 Other operating income Staff costs Operating costs Profit before depreciation/amortisation, financial income and expenses and tax (EBITDA) Depreciation on property, plant and equipment and 7 impairment losses Profit before amortisation, financial income and expenses and tax (EBITA) Amortisation of other intangible assets Operating profit (EBIT) Share of profit/loss after tax in associates Financial income Financial expenses Profit from continuing operations before tax Tax on profit from continuing operations Profit from continuing operations Profit from discontinued operations Profit for the year Attributable to: Shareholders of Non-controlling interests

11 Consolidated financial statements for the period 1 October September 2012 Statement of comprehensive income DKKm Note 2011/ /11 Profit for the year Foreign exchange adjustments on the translation of foreign entities Foreign exchange adjustments on the translation of intragroup long-term borrowing which form part of total net investments in subsidiaries Value adjustments of hedging instruments (interest rate swaps): Value adjustments for the year Value adjustments transferred to financial expenses Actuarial gains/losses on defined benefit plans Adjustment of pension scheme in respect of previous years Tax on other comprehensive income Other comprehensive income after tax Total comprehensive income Attributable to: Shareholders of Non-controlling interests

12 Consolidated financial statements for the period 1 October September 2012 Balance sheet DKKm Note 2011/ /11 ASSETS Non-current assets Intangible assets 6 Goodwill 1, ,860.6 Other intangible assets , ,905.4 Property, plant and equipment 7 Land and buildings Fixtures and fittings, other plant and equipment Vehicles Property, plant and equipment under construction Investments 8 Investments in associates Securities Total non-current assets ,519.0 Current assets Goods for resale and finished goods Trade receivables Amounts owed by associate Other receivables and prepayments Cash at bank and in hand , ,218.3 Assets classified as held for sale Total current assets 1, ,239.6 TOTAL ASSETS 3, ,758.6

13 Consolidated financial statements for the period 1 October September 2012 Balance sheet DKKm Note 2011/ /11 EQUITY AND LIABILITIES Equity Share capital Share premium Hedging reserve Translation reserve Retained earnings Proposed dividends - - Equity attributable to shareholders of 1, ,132.2 Non-controlling interests Total equity 1, ,130.5 Liabilities Non-current liabilities Pension obligations Deferred tax Credit institutions 13 1, ,172.7 Other loans Employee bonds Total non-current liabilities 1, ,544.1 Current liabilities Credit institutions Employee bonds/profit-sharing Trade payables Corporation tax Derivative financial instruments (negative fair value) Other payables , ,068.8 Liabilities directly associated with assets held for sale Total current liabilities 1, ,084.0 Total liabilities 2, ,628.1 TOTAL EQUITY AND LIABILITIES 3, ,

14 Consolidated financial statements for the period 1 October Statement of changes in equity DKKm Share capital Share premium Hedging reserve Shareholders of Translation reserve Retained earnings Proposed dividends Total Noncontrolling interests Equity at 1 October , ,130.5 Total comprehensive income for 2011/12 Profit for the year Other comprehensive income Foreign exchange adjustments on the translation of foreign entities Foreign exchange adjustments upon the translation of intragroup long-term borrowing which form part of total net investments in subsidiaries Value adjustments of hedging instruments (interest rate swaps): Value adjustments for the year Value adjustments transferred to financial expenses Actuarial gains on defined benefit plans Tax on other comprehensive income Total other comprehensive income Total comprehensive income for the period Transactions with owners Acquisition of subsidiaries Total transactions with owners Equity at 30 September , ,397.5 Total equity Under company law, share premium represents distributable reserves. The share capital comprises 601,450 shares at a nominal amount of DKK 100. No shares carry special rights. 13

15 Consolidated financial statements for the period 1 October Statement of changes in equity DKKm Share capital Share premium Hedging reserve Shareholders of Translation reserve Retained earnings Proposed dividends Total Noncontrolling interests Equity at 1 October Total comprehensive income for 2010/11 Profit for the year Other comprehensive income Foreign exchange adjustments on the translation of foreign entities Foreign exchange adjustments upon the translation of intragroup long-term borrowing which form part of total net investments in subsidiaries Value adjustments of hedging instruments (interest rate swaps): Value adjustments for the year Value adjustments transferred to financial expenses Actuarial losses on defined benefit plans Adjustment of pension scheme in respect of previous years Tax on other comprehensive income Total other comprehensive income Total comprehensive income for the period Transactions with owners Capital increase Acquisition of subsidiaries Divestment of subsidiaries Total transactions with owners Equity at 30 September , ,130.5 Total equity Under company law, share premium represents distributable reserves. Costs in connection with the capital increase in the 2010/11 financial year are below DKK 0.1 million. The share capital comprises 601,450 shares at a nominal amount of DKK 100. No shares carry special rights. Non-controlling interests are not under an obligation to cover negative equity. 14

16 Consolidated financial statements for the period 1 October Cash flow statement DKKm Note 2011/ /11 Profit before tax Adjustment for non-cash operating items Cash generated from operations (operating activities) before changes in working capital Changes in working capital Cash generated from operations (operating activities) Financial income Financial expenses Corporation tax paid Cash flows from operating activities Acquisition of property, plant and equipment Disposal of property, plant and equipment Acquisitions and divestments of subsidiaries and activities, net Acquisitions and disposals of securities, net Dividends from associates Cash flows from investing activities External financing: Borrowing Repayment of long-term debt Cash flows from financing activities Cash flows from discontinued operations Net cash flows from operating, investing and financing activities Cash and cash equivalents at beginning of year Foreign exchange adjustment of cash and cash equivalents Cash and cash equivalents at year end The cash flow statement cannot be directly derived from the other components of the consolidated financial statements. EuroCater-årsrapport UK FINAL.doc 15

17 Consolidated financial statements for the period 1 October Summary of notes 1. Staff costs 2. Fees to auditors appointed at the annual general meeting 3. Financial income 4. Financial expenses 5. Tax 6. Intangible assets 7. Property, plant and equipment 8. Investments 9. Goods for resale and finished goods 10. Receivables 11. Pension obligations 12. Deferred tax 13. Credit institutions and other loans 14. Employee bonds/profit-sharing 15. Corporation tax 16. Contingent liabilities and operating lease 17. Collateral 18. Derivative financial instruments 19. Financial risks and risk management policy 20. Adjustment for non-cash operating items 21. Changes in working capital 22. Acquisitions and divestments of subsidiaries 23. Discontinued operations and assets classified as held for sale 24. Related parties 25. Events after the balance sheet date 26. Accounting policies 27. Accounting estimates and judgements 28. New financial reporting regulation EuroCater-årsrapport UK FINAL.doc 16

18 Consolidated financial statements for the period 1 October 1 Staff costs DKKm 2011/ /11 Wages and salaries Defined contribution plan Defined benefit plans Other social security costs Other staff costs Staff costs are recognised as follows: Staff costs regarding continuing operations Staff costs relating to discontinued operations Average number of full-time employees 1,802 1,616 Remuneration of executives: Salaries Pension contributions With reference to section 98b of the Danish Financial Statements Act, remuneration of the Executive Board is not disclosed. The main part of the Group's employees in Denmark and Sweden, including Management, participate in a profit-sharing scheme. The Group has entered into cash-settled bonus schemes with a few employees in the Group s operating companies which, in the event of a sale of the Group, may imply an obligation to pay bonus to these employees. Settlement of bonus is only to take place upon a given sale of the Group and is adjusted based on the value of. Fair value of the bonus scheme totalled approx. DKK 8 million at 30 September Fair value is recognised as an expense over the expected duration of the bonus scheme. The amount was expensed in the 2011/12 financial year at DKK 5 million as wages and salaries and the remaining part as financial expenses. 17

19 Consolidated financial statements for the period 1 October DKKm 2011/ /11 2 Fees to auditors appointed at the annual general meeting The Group's total fee to KPMG is specified as follows: Statutory audit Other assurance engagements Tax and VAT assistance Other assistance Financial income Interest income, cash and cash equivalents, etc Interest income, associate Fair value adjustments of securities, net (fair value option) Foreign exchange gains, net Interest on financial assets measured at amortised cost Financial expenses Interest expense, credit institutions, etc Net settlement from interest rate swaps Interest expense, other loans Other interest expense Other financial expenses Foreign exchange losses, net Interest on financial liabilities measured at amortised cost

20 Consolidated financial statements for the period 1 October 5 Tax Tax for the year is specified as follows: DKKm 2011/ /11 Tax on profit from continuing operations Tax on other comprehensive income Tax on profit for the year from continuing operations relates to: Current tax Deferred tax Adjustment to tax relating to previous years Tax on profit for the year from continuing operations relates to: 25% tax on profit for the year before tax Adjustment of calculated tax in foreign group enterprises relative to 25% The tax effect of: Non-taxable income Non-deductible costs Capitalised income and costs Adjustment to tax relating to previous years, etc Property gains tax Share of profit/loss after tax in associates Effective tax rate 25,5% 21.9% 19

21 Consolidated financial statements for the period 1 October 5 Tax (continued) Tax on other comprehensive income DKKm 2011/12 Before tax Tax After tax Foreign exchange adjustments on the translation of foreign entities Foreign exchange adjustments on the translation of intra-group long-term borrowing Value adjustments of hedging instruments Actuarial gains on defined benefit plans Other comprehensive income DKKm 2010/11 Before tax Tax After tax Foreign exchange adjustments on the translation of foreign entities Foreign exchange adjustments on the translation of intra-group long-term borrowing Value adjustments of hedging instruments Actuarial losses on defined benefit plans Adjustment of pension scheme in respect of previous years Other comprehensive income Intangible assets DKKm Goodwill Other intangib. assets Total Cost at 1 October , ,216.0 Foreign exchange adjustments Acquisition of enterprises, see note Cost at 30 September , ,289.0 Amortisation at 1 October Foreign exchange adjustments Amortisation Amortisation at 30 September Carrying amount at 30 September , ,

22 Consolidated financial statements for the period 1 October 6 Intangible assets (continued) DKKm Goodwill Other intangib. assets Total Cost at 1 October , ,937.2 Foreign exchange adjustments Acquisition of enterprises, see note Cost at 30 September , ,216.0 Amortisation at 1 October Foreign exchange adjustments Amortisation Amortisation at 30 September Carrying amount at 30 September , ,905.4 Other intangible assets comprise customer relations, etc. taken over upon acquisition. Except for goodwill, Management is of the opinion that the useful lives of other intangible assets are limited. Impairment test, goodwill Management made an impairment test of the carrying amount of goodwill based on an allocation of the cost of goodwill on the following cash generating units: DKKm 2011/ /11 Dansk Cater Group 1, ,355.2 Svensk Cater Group , ,860.6 The recoverable amount is based on the value in use determined using expected net cash flows based on budgets and estimates for the years 2011/ /17 and extrapolation of future net cash flows after 2016/17. A discount factor before tax in the range of 7% has been applied. The growth rate applied for extrapolation of future net cash flows is estimated to account for 2% for both cash generating units in the years after 2016/17. The growth rate is not expected to exceed the long-term average growth rate of the units' activities. 21

23 Consolidated financial statements for the period 1 October 6 Intangible assets (continued) Based on the impairment tests performed, Management is of the opinion that the recoverable amount of both cash generating units exceeds the carrying amount. Management is of the opinion that plausible changes in the general assumptions will not cause the carrying amount of goodwill to exceed the recoverable amount. 7 Property, plant and equipment DKKm Land and buildings Fixtures and fittings, other plant and equipment Vehicles Property, plant and equipment under construction Cost at 1 October Foreign exchange adjustment Acquisition of enterprises Additions Transferred Disposals Cost at 30 September Depreciation and impairment losses at 1 October Foreign exchange adjustment Depreciation Disposals Depreciation and impairment losses at 30 September Carrying amount at 30 September Hereof assets held under finance leases, see note Depreciated over 25 years 6 years 6-7 years Total In addition to depreciation for the year of DKK 60.2 million, properties classified as held for sale have been written down by a total of DKK 1.2 million. Fixtures and fittings, other plant and equipment contain software with a carrying amount of DKK 11 million. Profit from the sale of non-current assets of DKK 3.8 million is recognised as other operating income. 22

24 Consolidated financial statements for the period 1 October 7 Property, plant and equipment (continued) DKKm Land and buildings Fixtures and fittings, other plant and equipment Vehicles Property, plant and equipment under construction Cost at 1 October Foreign exchange adjustment Acquisition of enterprises Additions Transferred Divestment of enterprises Disposals Transferred to assets held for sale Cost at 30 September Depreciation and impairment losses at 1 October Foreign exchange adjustment Depreciation Impairment losses, see note Divestment of enterprises Disposals Transferred to assets held for sale Depreciation and impairment losses at 30 September Carrying amount at 30 September Hereof assets held under finance leases, see note Depreciated over 25 years 6 years 6-7 years Total Profit from the sale of non-current assets of DKK 1.1 million is recognised as other operating income. 23

25 Consolidated financial statements for the period 1 October 8 Investments DKKm Investments in associates 2011/ /11 Investments in Securities associates Securities Cost at 1 October Foreign exchange adjustment Acquisition of enterprises Additions Disposals Cost at 30 September Value adjustments at 1 October Foreign exchange adjustment Value adjustment Disposals Dividends Changes in equity Share of profit/loss for the year Value adjustments at 30 September Carrying amount at 30 September Summarised financial information on associates: DKKm 2011/ /11 Profit for the year Assets Liabilities Securities comprise non-controlling interests 9 Goods for resale and finished goods There are no significant inventories measured at net realisable value at 30 September 2012 and 30 September

26 Consolidated financial statements for the period 1 October 10 Receivables The credit risk of receivables is disclosed in note 19. Trade receivables at 30 September 2012 comprise receivables totalling DKK 25.4 million (2010/11: DKK 21.1 million), which according to an individual assessment is written down to DKK 3.6 million (2010/11: DKK 2.4 million). The write-down primarily relates to amounts owed by customers within the restaurant business. Overdue debtors at 30 September are specified as follows: DKKm 2011/ /11 Up to 30 days days Over 90 years Receivables written down are recognised in the above specification at net values. Movements in write-downs are specified as follows: DKKm 2011/ /11 1 October Foreign exchange adjustment Impairment losses for the year Realised for the year Reversed September The fair value of receivables is assessed to approximate the carrying amount. Other receivables and prepayments have not been written down. Prepayments primarily comprise prepaid costs. Other receivables comprise a receivable of DKK 5.0 million falling due in October

27 Consolidated financial statements for the period 1 October 11 Pension obligations DKKm 2011/ /11 Present value of funded defined obligations Fair value of plan assets Net pension liability recognised in the balance sheet Development in the present value of defined benefit obligations is specified as follows: DKKm 2011/ /11 Obligation at 1 October Foreign exchange adjustment Pension costs Calculated interest Actuarial gain/loss (recognised in other comprehensive income) Pension payout Obligation at 30 September Development in the fair value of plan assets is specified as follows: DKKm 2011/ /11 Pension assets at 1 October - - Contributions paid by employer Pension assets at 30 September Pension assets comprise liquid funds. No return on pension assets was realised in the financial year. Recognised in profit or loss: Pension costs (staff costs) Calculated interest (financial expenses) The pension obligation is computed based on actuarial statement at 30 September The Group expects to pay out DKK 0.9 million in 2011/12 (2010/11: DKK 0.7 million.). Actuarial assumptions at the balance sheet date are as follows: 2011/ /11 Discount rate 3.5% 3.5% Future rate of wage increase 2.5% 2.5% Rate of outflow 5.0% 5.0% Yearly increase in pension 2.0% 2.0% 26

28 Consolidated financial statements for the period 1 October 11 Pension obligations (continued) Our statement of income and expenses recognised include the below actuarial gains/losses: DKKm 2011/ /11 Accumulated actuarial losses Pension obligations for the year of the Group: Actuarial pension obligations Pension assets Deficit Deferred tax Deferred tax at 1 October Foreign exchange adjustment, etc Acquisition of enterprises Divestment of enterprises Deferred tax for the year recognised in profit for the year Adjustment to deferred tax relating to previous years Deferred tax for the year recognised in equity Deferred tax at 30 September Deferred tax is recognised in the balance sheet as follows: Deferred tax (asset) - - Deferred tax (liability) Deferred tax at 30 September, net Deferred tax relates to: Intangible assets Property, plant and equipment Investments Current assets Liabilities Foreign exchange loss and tax loss carryforwards

29 Consolidated financial statements for the period 1 October 13 Credit institutions and other loans At 30 September 2012, the Group had the below loans and credit facilities: Loan, DKKm Maturity Fixed/ floating rate Carrying amount at 2011/12 Carrying amount at 2010/11 Bank loans Floating 1, ,257.6 Bank loans 2024 Fixed Bank loans 2026 Floating Finance lease liability Floating , ,294.3 Other loans 2016 Fixed , ,523.1 Fair value 1, ,523.2 Fair value corresponds to the nominal amount of outstanding debt except for debenture loan for which fair value is based on the price at the balance sheet date. Leases recognised relate to buildings, other plant and vehicles. According to the leases, there are no conditional lease payments. The interest rate level of consolidated loans varies from 1.5% to 10%. At the balance sheet date, an interest rate swap was concluded to hedge the interest rate risk of a floating interest-bearing loan of DKK 2.1 million, cf. above. The market value of the interest swaps was negative at an amount of DKK 0.4 million at 30 September 2012 (2010/11: negative at DKK 15.6 million) which is recognised in equity. 28

30 Consolidated financial statements for the period 1 October 13 Credit institutions and other loans (continued) The Group's bank loans and other loans are recognised and fall due as follows: DKKm Noncurrent portion (> 1 year) Current portion (0-1 year) Total Due > 5 years 30 September 2012 Loan 1, , Finance lease liability Other loans , , Specification of contractual cash flows inclusive of interest: Loan 1, , Finance lease liability Other loans , , September 2011 Loan 1, , Finance lease liability Other loans , , Specification of contractual cash flows inclusive of interest: Loan 1, , Finance lease liability Other loans , , The maturity analysis of the contractual cash flows is based on the level of interest at the balance sheet date. Contractual cash flows regarding trade payables correspond to the carrying amount and fall due within one year. 29

31 Consolidated financial statements for the period 1 October DKKm 2011/ /11 14 Employee bonds/profit-sharing Profit-sharing for the year Employee bonds falling due within one year Holiday allowance re. profit-sharing Current liability Employee bonds falling due within 1-5 years Employee bonds falling due after 5 years - - Total Employee bonds carry interest according to market terms. 15 Corporation tax Corporation tax payable at 1 October Foreign exchange adjustment Acquisition of enterprises Divestment of enterprises Current tax for the year (incl. interest) recognised in profit or loss Current tax for the year recognised in other comprehensive income Corporation tax paid during the year Adjustments Corporation tax payable at 30 September Contingent liabilities and operating leases Euro Cater Group is not a party to any pending lawsuits which may significantly draw on the Group's financial resources. The Group leases properties and operating equipment through operating leases. Irredeemable operating leases at 30 September 2012 totalled: DKKm 2011/ / years years > 5 years Operating lease costs recognised in profit or loss

32 Consolidated financial statements for the period 1 October 17 Collateral Land and buildings with a carrying amount of DKK 5.9 million (2010/11: DKK 8.6 million) have been provided as collateral for mortgages of DKK 4.9 million (2010/11: DKK 6.5 million). At 30 September 2012, the Group's credit facilities at banks totalled DKK 1.3 billion (2010/11: DKK 1.4 billion) and amounts owed to banks totalled DKK 1.2 billion (2010/11: DKK 1.3 billion). Land and buildings with a carrying amount of DKK million (2010/11: DKK million) have been provided as collateral by means of letters of indemnity/owners mortgages totalling DKK million (2010/11: DKK million) and other assets by means of company charge of DKK 498,8 million (2010/11: DKK million). The Parent Company's mortgaging of shares in subsidiaries implies indirect mortgaging of subsidiary assets. Land and buildings and movables have been provided as collateral for letters of indemnity/owners mortgages totalling DKK 5.9 million (2010/11: DKK 5.9 million), which are held by the Company. Of liquid funds, an amount of DKK 0 million (2010/11: DKK 1.9 million) is deposited at an escrow account. 18 Derivative financial instruments The Group had no material open financial instruments at the end of the 2011/12 financial year. For information about interest rate swaps in 2010/11, reference is made to note Financial risks and risk management policy Financial assets and liabilities are specified as follows: DKKm 2011/ /11 Financial assets measured at fair value over the income statement - - Financial assets used as hedging instruments - - Loans and receivables in the form of: Trade receivables, other receivables and cash Financial assets in the form of: Securities (measured at market price, level 1) Financial liabilities are recognised as follows: Financial liabilities measured at fair value over the income statement - - Financial liabilities used as hedging instruments in the form of: Derivative financial instruments used for the hedging of future cash flows (interest rate swap measured as observable input, level 2) Financial liabilities measured at amortised cost in the form of: Amounts owed to banks, finance lease obligations, other loans, trade and other payables 2, , , ,

33 Consolidated financial statements for the period 1 October 19 Financial risks and risk management policy (continued) Fair value of financial assets and liabilities corresponds to the carrying amount with the exception of bank loans with a carrying amount of DKK 2.8 million, (2010/11: DKK 3.0 million), see note 13. Risk management policy of the Group Following investments in new activities, buildings and plant, etc., the Group is exposed to interest rate fluctuations as investments are mainly financed through bank loans. Operating activities are, on the other hand, only to a limited extent exposed to fluctuations of exchange rates and interest rates. Thus, the Group's financial management is primarily aimed at managing the financial risks directly attributable to the Group's investments and financing. Group policy is not to engage in any active speculation in financial risks. Due to the development of the ratio between the Group's EBITDA and floating-rate debt, the interest rate level is no longer hedged. Apart from that, there have been no changes in the Group's risks or risk management compared with 2010/11. Interest rate risks The Group's loan financing comprises both fixed as well as floating rate loans. Floating rate loans represented 82% (2010/11: 84%) of the Group's total loan portfolio at the balance sheet date, and the Group is therefore exposed to interest rate fluctuations. The Group regularly assesses its interest risk and any appropriate hedging thereof. Up to the balance sheet date, the Group's floating rate loans had been hedged by means of interest swaps. Due to the development of the ratio between the Group's EBITDA and floating rate debt, the interest level is no longer hedged apart from one former insignificant interest swap, see note 13. At the balance sheet date 2010/11, the interest level had been hedged for 62% of the Group's floating rate loans. With regard to the Group's floating-rate interest-bearing liquid funds and liabilities, an increase in the interest rate level of 1 percentage point a year compared with the actual interest expenses for the year would, all things being equal, have had a negative hypothetical impact on consolidated results and equity of DKK 2.8 million in 2011/12 (2010/11: DKK 2.6 million). A decrease in the interest rate level would have had a corresponding positive effect. An increase in the interest rate level of 1 percentage point compared with the actual interest rate level at the balance sheet date would, all things being equal, have had a positive hypothetical impact on equity reserves for cash flow hedging of DKK 6 million in 2010/11, but no impact on the balance sheet date in 2011/12. This is due to the Group's use of interest swaps up to the balance sheet date in 2011/12. A decrease in the interest rate level would have had a corresponding negative effect. The sensitiveness mentioned is based on financial assets and liabilities recognised at 30 September 2012 without taking into consideration repayment made and loans raised in 2011/12. Liquidity risks The Group strives to obtain the highest degree of flexibility for the purpose of lending. The Group has raised loans which come with certain covenants. All covenants were complied with during the financial year and at the balance sheet date. 32

34 Consolidated financial statements for the period 1 October 19 Financial risks and risk management policy (continued) The Group's liquidity reserve consists of cash and undrawn credit facilities. The Group strives to hold sufficient liquid funds to ensure appropriate room for manoeuvre in case of unforeseen fluctuation in liquidity. At 30 September 2012, the Group's credit facilities at banks totalled DKK 1.3 billion (2010/11: DKK 1.4 billion) and amounts owed to banks totalled DKK 1.2 billion (2010/11: DKK 1.3 billion). We refer to note 13 on the maturity of loans. Foreign exchange risks The Group's income statement and equity are affected by foreign exchange fluctuations following investments in subsidiaries in Sweden. In addition, the consolidated income statement is affected by changes in the exchange rate upon the translation into Danish kroner in connection with the financial reporting. A decrease in the exchange rate of 1% compared with the actual exchange rates for the year would, all things being equal, have had a negative hypothetical impact on the Group's EBITDA of DKK 0.9 million (2010/11: DKK 0.8 million). An increase in the exchange rates would have had a corresponding positive effect. Operations of the Group are not significantly affected by exchange rate fluctuations as income and expenses regarding the Group's activities in Denmark and Sweden are settled in local currencies. The Group's foreign exchange risks are therefore primarily remedied as income and expenses are settled in local currency, and derivative financial instruments are therefore only to a limited extent used to hedge any foreign exchange risk. The Group has no significant foreign exchange risks regarding extra-group receivables and payables in foreign currencies at the balance sheet date. Credit risks The Group's credit risks primarily relate to trade receivables. The maximum credit risk attributable to financial assets correspond to the value recognised in the balance sheet. The Group is not subject to any significant risks regarding one individual customer or cooperator. The Group's policy in respect of credit risks implies that all major customers and other cooperators are credit rated on an ongoing basis. In general, no collateral is provided for credit sale. The credit risk of receivables varies to a limited extent dependent on customer types. The risk of bad debts is assessed to be slightly higher for customers within the restaurant business and consequently, the credit rating and management of these customers are particularly in focus. Amounts owed by customers within the restaurant business represented approx. 30% of total trade receivables at 30 September 2012 as last year. Write-down for bad debts and specification of maturity at the balance sheet date are disclosed in note 10, which shows that the Group has not significant overdue receivables. Due to systematic monitoring and follow-up, the Group's enterprises have incurred only limited bad debt losses over the years. Capital management The Group assesses and adjusts the capital structure for the Group on an ongoing basis. Equity share of total equity and liabilities was 35.7% at 30 September 2012 (2010/11: 30.1%). 33

35 Consolidated financial statements for the period 1 October DKKm 2011/ /11 20 Adjustment for non-cash operating items Depreciation, amortisation and impairment losses Share of profit/loss in associates Other non-cash operating items, net Financial income Financial expenses Changes in working capital Change in inventories Change in receivables and prepayments Hereof relating to receivables from sales of non-current assets Change in trade and other payables Acquisitions and divestments of subsidiaries The Group's acquisitions of subsidiaries and activities comprise the below (fair value at the date of acquisition): DKKm 2011/ /11 Intangible assets Property, plant and equipment Investments Deferred tax Goods for resale and finished goods Current receivables Cash at bank and in hand Bank loans and other loans Trade and other payables, etc Non-controlling interests' share of equity Goodwill Consideration Hereof recognised as a liability at 1 October Hereof cash Consideration in the form of shares in Consideration in cash

36 Consolidated financial statements for the period 1 October 22 Acquisitions and divestments of subsidiaries (continued) The consideration of DKK 48.0 million relates to the acquisition of all foodservice activities from Nordströms Sverige AB at 1 July 2012, the acquisition of non-controlling shares in Vestjysk Mælk A/S as well as an adjustment of the purchase price of an enterprise in 2011/12. The Group incurred transaction costs regarding the takeover of an enterprise of DKK 0.7 million recognised as operating costs. The takeover of the foodservice activities from Nordströms Sverige AB improves the Svensk Cater Group's market position. From the date of purchase, the activity acquired is included as a branch in Svensk Cater AB. Subsequent to the recognition of identifiable assets and liabilities at fair value, goodwill in connection with the takeover was computed at DKK 12.1 million. Goodwill represents the value of existing staff and know-how, location and expected synergies from the merger with the Svensk Cater Group. The recognised value of goodwill and other intangible assets are tax deductible. Enterprises acquired are recognised in revenue at DKK 34 million at the date of takeover. Revenue for the Group for 2011/12, computed on a pro-forma basis as if the enterprises acquired were taken over at 1 October 2011, totalled DKK 7,239 million. The takeover represents the acquisition of activities of part of an existing enterprise without any separate bookkeeping for the enterprise acquired. Consequently, pro forma revenue is partly estimated, as it is not possible to assess the profit for the year of the enterprise acquired. Acquisition of subsidiaries in 2010/11 Consideration totalled DKK million of which DKK 27.5 million was paid in cash, and a portion was paid by means of treasury shares, DKK 99.3 million. Consideration represented by treasury shares comprises treasury shares at a nominal value of DKK 2.4 million. The Group incurred transaction costs in connection with the takeover of DKK 5.8 million which is recognised as operating expenses. The Group's acquisitions of subsidiaries and activities in 2011/12 comprise the takeover of inco Danmark A.m.b.a. operations including subsidiaries. Upon the approval from the competition authorities in July 2011, took over control of the enterprise, and the entire business and related net assets were acquired by against the issuance of treasury shares and cash payment. The enterprise is recognised in the consolidated financial statements as of 1 July By the takeover, Dansk Cater Group reached a higher share of the market for sale of foods and consumables to caterers in Denmark through access to the customer portfolio and distribution channels of the acquired enterprise. Goodwill totalled DKK million after the recognition of identifiable assets and liabilities at fair value in connection with the acquisition. Goodwill represents the value of existing employees and know-how, location and expected synergies from the integration with Dansk Cater Group. Goodwill and other intangible assets recognised may be amortised for tax purposes. 35

37 Consolidated financial statements for the period 1 October 22 Acquisitions and divestments of subsidiaries (continued) The fair value of trade receivables totalling DKK 96.2 million is recognised in assets taken over. The contractual gross receivable totals DKK million. Non-controlling interests are measured at the proportionate share of non-controlling interests identifiable assets and liabilities in the enterprise taken over measured at fair value at the date of takeover. Non-controlling interests comprise Østjysk Mælk A/S (DKK 0.6 million) and Vestjysk Mælk A/S (a negative DKK 0.8 million). Enterprises acquired form part of revenue at approx. DKK 350 million since the acquisition. Revenue for the Group for 2010/11, computed on a pro-forma basis as if the enterprises acquired were taken over at 1 October 2010, totalled DKK 7,225 million. The enterprise and subsidiaries taken over have been subject to restructuring and consequently, the activities have been transferred partly to newly established companies and partly to existing companies within the Dansk Cater Group. Following this restructuring, disclosure on revenue is partly based on estimates, and it is not possible to assess the share of profit of the enterprise taken over. The Group's divestment of subsidiaries comprise the below: DKKm 2011/ /11 Intangible assets Property, plant and equipment Deferred tax Goods for resale and finished goods Current receivables Cash at bank and in hand Credit institutions Trade and other payables, etc Net assets - 5,5 Gain/loss Cash consideration Cash and cash equivalents, disposed of Payables to credit institutions, disposed of Net cash inflow Divestment of subsidiaries in 2010/11 relates to Pol Cater Holding Z o.o. (see note 23) and Østjysk Mælk A/S. Cash flows from acquisitions and divestments of subsidiaries and activities, net: DKKm 2011/ /11 Purchases, cash outflow Sale, cash inflow Net cash inflow

38 Consolidated financial statements for the period 1 October 23 Discontinued operations and assets classified as held for sale In the 2009/10 financial year, Euro Cater Group entered into an agreement on the sale of the Group's activities in Poland through a sale of the wholly-owned Polish subsidiary, Pol Cater Holding Sp. Z o.o. The agreement was conditional on the approval of the transaction by the Polish competition authorities, and this approval was given in January 2011, and accordingly, the disposal of the subsidiary was completed on 1 March Key figures for discontinued operations DKKm 2011/ /11 Revenue Costs Profit before tax Tax on profit/loss for the year Profit/loss after tax Gain on divestment Dissolution of reserve for foreign currency translation adjustment Profit from discontinued operations Cash flows from operating activities Cash flows from investing activities Cash flows from financing activities Total cash flows from discontinued operations Assets classified as held for sale Property, plant and equipment Total assets classified as held for sale Credit institutions Total liabilities associated with assets held for sale Assets held for sale in 2011/12 and 2010/11 relate to properties which were put up for sale at 30 September. Properties are measured at expected net realisable value. Liabilities associated with assets classified as held for sale relate to mortgage debt for the properties in question. 37

39 Consolidated financial statements for the period 1 October 24 Related parties has no related parties exercising control. The below shareholders exercise control and hold 48% of the share capital each: Euro ManaCo A/S Altor Fund II. There have been no related party transactions. Board of Directors and Executive Board ' related parties exercising significant influence comprise the companies' boards of directors, executive boards and executive employees and their family members. Further, related parties comprise companies in which the above persons have substantial interests. Some of the Group's properties are partly or fully owned by executive employees of the Group. Lease payments totalled DKK 10 million in 2011/12 (2010/11: DKK 10 million) and are on market terms. For information on remuneration, reference is made to note 1. Associates Related parties furthermore comprise associates in which Euro Cater Group exercises significant influence. The Group's trade with associates comprised purchase of IT services at a total amount of DKK 17 million (2010/11: DKK 17 million) and sale of goods for less than DKK 5 million a year. Amounts owed by associates are disclosed in the balance sheet, and interest is disclosed in note 3. The trade is made on market terms. 25 Events after the balance sheet date No events have occurred after the balance sheet date that have or may have a significant influence on the assessment of the financial performance of the Group. 38

40 Consolidated financial statements for the period 1 October 26 Accounting policies The annual report for the period 1 October comprises both the consolidated financial statements of Euro Cater Group and the separate parent company financial statements. The annual report of for 2011/12 is prepared in accordance with International Financial Reporting Standards as adopted by the EU and Danish disclosure requirements for Danish reporting class C (large) enterprises, see the statutory order on the adoption of IFRS by enterprises subject to the Danish Financial Statements Act. In addition, the annual report has been prepared in compliance with the International Financial Reporting Standards (IFRS) as issued by the IASB. On 20 November 2012, the Board of Directors and the Executive Board discussed and approved the annual report of for 2011/12. The annual report will be presented to the shareholders of for approval at the annual general meeting that day. Basis of preparation The annual report has been presented in Danish kroner, rounded to the nearest million. The annual report has been prepared on a historical cost basis except for derivative financial instruments that are measured at fair value. Non-current assets classified as held for sale are measured at the lower of the carrying amount before the changed classification and fair value less costs to sell. The accounting policies have been used consistently in respect of the financial year. Changes in accounting policies Effective from 1 October 2011, implemented: Revised IAS 24 Related Party Disclosures Amendments to IFRIC 14 Prepayments of a Minimum Funding Requirements Amendments to IFRS 7 Disclosures Transfers of Financial Assets Amendments to IFRS 1 Severe Hyperinflation and Removal of Fixed Dates for First- Time Adopters None of the new standards and interpretations affected recognition and measurement in 2011/12. 39

41 Consolidated financial statements for the period 1 October Consolidated financial statements The consolidated financial statements comprise the Parent Company and subsidiaries in which has control, i.e. the power to govern the financial and operating policies so as to obtain benefits from its activities. Control is obtained when the Company directly or indirectly holds more than 50% of the voting rights in the subsidiary or which it, in some other way, controls. Enterprises over which the Group exercises significant influence, but which it does not control, are considered associates. Significant influence is generally obtained by direct or indirect ownership or control of more than 20% of the voting rights but less than 50%. The consolidated financial statements have been prepared as a consolidation of the Parent Company's and the individual subsidiaries' financial statements prepared in accordance with the Group accounting policies. On consolidation, intra-group income and expenses, shareholdings, intra-group balances and dividends, and realised and unrealised gains on intra-group transactions are eliminated. Unrealised gains on transactions with associates are eliminated in proportion to the Group's ownership share of the enterprise. Unrealised losses are eliminated in the same way as unrealised gains to the extent that impairment has not taken place. Investments in subsidiaries are set off against the proportionate share of the subsidiaries' fair value of identifiable net assets or liabilities recognised at the acquisition date. In the consolidated financial statements, the items of subsidiaries are recognised in full. Noncontrolling interests' share of the profit/loss for the year and of the equity of subsidiaries which are not wholly owned are included in the Group's profit/loss and equity, respectively, but are disclosed separately. Business combinations Enterprises acquired or formed during the year are recognised in the consolidated financial statements from the date of acquisition or formation. Enterprises disposed of are recognised in the consolidated financial statements until the date of disposal. The comparative figures are not restated for acquisitions. Discontinued operations are presented separately. For acquisitions of new businesses over which obtains control, the purchase method is used. The acquired businesses' identifiable assets, liabilities and contingent liabilities are measured at fair value at the acquisition date. Identifiable intangible assets are recognised if they are separable or arise from a contractual right. Deferred tax related to the revaluations is recognised. The acquisition date is the date when effectively obtains control of the acquired business. Any excess of the consideration transferred, the value of non-controlling equity interests in the acquired enterprise and the fair value of any previously held equity interests over the fair value of the identifiable assets, liabilities and contingent liabilities acquired (goodwill) is recognised as goodwill under intangible assets. Goodwill is not amortised but is tested annually for impairment. The first impairment test is performed within the end of the acquisition year. Upon acquisition, goodwill is allocated to the cash-generating units, which subsequently form the basis for the impairment test. Goodwill and fair value adjustments in 40

42 Consolidated financial statements for the period 1 October connection with the acquisition of a foreign entity with a functional currency different from the presentation currency used in the Group's financial statements are treated as assets and liabilities belonging to the foreign entity and translated into the foreign entity's functional currency at the exchange rate at the transaction date. Negative differences (negative goodwill) are recognised in profit or loss at the acquisition date. The consideration transferred by a business consists of the fair value of the agreed consideration in the form of assets transferred, liabilities assumed and equity instruments issued. If part of the consideration is contingent on future events or compliance with agreed conditions, this part of the consideration is recognised at fair value at the date of acquisition. Costs attributable to business combinations are recognised directly in profit or loss when incurred. If uncertainties regarding the identification or measurement of acquired assets, liabilities or contingent liabilities or determination of the consideration exist at the acquisition date, initial recognition will take place on the basis of provisional values. If subsequently it becomes apparent that the identification or measurement of the purchase consideration, acquired assets, liabilities or contingent liabilities was incorrect on initial recognition, the statement is adjusted retrospectively, including goodwill, until 12 months after the acquisition, and comparative figures are restated. Subsequently, goodwill is not adjusted. Changes to estimates of contingent considerations are generally recognised directly in profit or loss. Gains or losses on the disposal of subsidiaries and associates are stated as the difference between the sales amount and the carrying amount of net assets including goodwill at the date of disposal less cost of disposal. Non-controlling interests On initial recognition, non-controlling interests are measured at fair value of the ownership interest or at the proportionate share of the fair value of the acquired business' identifiable assets, liabilities and contingent liabilities. In the first scenario, goodwill in relation to the non-controlling interests' ownership share in the acquired enterprise is thus recognised, while, in the latter scenario, goodwill in relation to non-controlling interests is not recognised. Measurement of non-controlling interests is chosen transaction by transaction and stated in the notes in connection with the description of the acquired enterprise. Foreign currency translation For each of the reporting entities in the Group, a functional currency is determined. The functional currency is the currency used in the primary financial environment in which the reporting entity operates. Transactions denominated in other currencies than the functional currency are foreign currency transactions. On initial recognition, foreign currency transactions are translated to the functional currency at the exchange rates at the transaction date. Foreign exchange differences arising between the transaction date and at the date of payment are recognised in profit or loss as financial income or financial expenses. Receivables and payables and other monetary items denominated in foreign currencies are translated to the functional currency at the exchange rates at the balance sheet date. The difference between the exchange rates at the balance sheet date and at the date at which the 41

43 Consolidated financial statements for the period 1 October receivable or payable arose or was recognised in the latest annual report is recognised in the income statement as financial income or financial expenses. In the consolidated financial statements, the income statements of entities with another functional currency than DKK are translated at the exchange rates at the transaction date and the balance sheet items are translated at the exchange rates at the balance sheet date. An average exchange rate for each month is used as the transaction date exchange rate to the extent that this does not significantly distort the presentation of the underlying transactions. Foreign exchange differences arising on the translation of the opening balance of equity of such foreign operations at the exchange rates at the end of the reporting period and on the translation of the income statements from the exchange rates at the transaction date to the exchange rates at the end of the reporting period are recognised directly in equity under a separate translation reserve. Foreign exchange adjustments of loans or payables which are considered part of the total net investment are recognised in the consolidated financial statements directly in equity under a separate translation reserve. Correspondingly, foreign exchange gains and losses on the part of loans which are designated as hedges of net investments in foreign operations and effectively hedge against foreign exchange gains and losses on the net investment in the foreign operation are also recognised directly in a separate translation reserve in equity. On full or partial disposal of a foreign operation or on the repayment of balances which constitute part of the net investment in the foreign operation, the share of the cumulative amount of the exchange differences recognised directly in equity relating to that foreign operation is recognised in the income statement when the gain or loss on disposal is recognised. Derivative financial instruments Derivative financial instruments are recognised at the date a derivative contract is entered into and measured in the balance sheet at fair value. Positive and negative fair values of derivative financial instruments are included in other receivables and payables, respectively, and set-off of positive and negative values is only made when the Company has the right and the intention to settle several financial instruments net. Fair values of derivative financial instruments are computed on the basis of current market data and generally accepted valuation methods. Changes in the fair value of derivative financial instruments designated as and qualifying for recognition as a fair value hedge of recognised assets and liabilities are recognised in the income statement together with changes in the value of the hedged asset or liability as far as the hedged portion is concerned. Changes in the portion of the fair value of derivative financial instruments designated as and qualifying as a cash flow hedge that is an effective hedge of changes in future cash flows are recognised in equity under a separate hedging reserve until the hedged cash flows affect profit or loss. If the hedged transaction results in gains or losses, amounts previously recognised in equity are transferred to the same item as the hedged item. For derivative financial instruments that do not qualify for hedge accounting, changes in fair value are recognised in profit or loss as financial income or financial expenses. 42

44 Consolidated financial statements for the period 1 October Income statement Revenue Revenue from the sale of goods for resale and finished goods is recognised in the income statement provided that delivery and transfer of risk to the buyer have taken place before year end and that the income can be reliably measured and is expected to be received. Revenue is measured at fair value of the agreed consideration ex. VAT and taxes charged on behalf of third parties. All discounts granted are recognised in revenue. Other operating income and costs Other operating income and costs comprise items secondary to the principal activities of the enterprise, including gains on ongoing disposal of property, plant and equipment. Financial income and expenses Financial income and expenses comprise interest income and expense, gains and losses on securities and impairment of securities, payables and transactions denominated in foreign currencies, amortisation of financial assets and liabilities, including finance leases, as well as surcharges and refunds under the tax prepayment scheme. Furthermore, realised and unrealised gains and losses regarding derivative financial instruments which are not designated as hedging instruments are included. Tax on profit/loss for the year is jointly taxed with all Danish subsidiaries. The current Danish corporation tax is allocated between the jointly taxed companies in proportion to their taxable income. Companies that use tax losses in other companies pay joint tax contributions to the Parent Company at an amount corresponding to the tax value of the tax losses used. Companies whose tax losses are used by other companies receive joint tax contributions from the Parent Company corresponding to the tax value of the losses used (full absorption). Tax for the year comprises current tax and changes in deferred tax for the year. The tax expense relating to the profit/loss for the year is recognised in the income statement, and the tax expense relating to income and expenses recognised in equity is recognised directly in equity. 43

45 Consolidated financial statements for the period 1 October Balance sheet Intangible assets Goodwill Goodwill is initially recognised in the balance sheet at cost as described under "Business combinations". Subsequently, goodwill is measured at cost less accumulated impairment losses. Goodwill is not amortised. The carrying amount of goodwill is allocated to the Group's cash-generating units at the acquisition date. Identification of cash-generating units is based on the management structure and internal financial control. Other intangible assets Other intangible assets, including intangible assets acquired in business combinations, are measured at cost less accumulated amortisation and impairment losses. Other intangible assets relating to customer relations, etc. acquired upon business combinations are amortised on a straight-line basis over the expected useful lives which are 3-4 years. Property, plant and equipment Land and buildings, plant and machinery and fixtures and fittings, other plant and equipment are measured at cost less accumulated depreciation and impairment losses. Cost comprises the purchase price and any costs directly attributable to the acquisition until the date when the asset is available for use. Where individual components of an item of property, plant and equipment have different useful lives, they are accounted for as separate items, which are depreciated separately. The cost of assets held under finance leases is recognised at the lower of fair value of the assets and the present value of the future minimum lease payments. In calculating the present value, the discount factor is the interest rate implicit in the lease or an approximation thereof. Subsequent costs, e.g. in connection with the replacement of components of property, plant and equipment, are recognised in the carrying amount of the asset if it is probable that the costs will result in future economic benefits for the Group. The replaced components are derecognised in the balance sheet and recognised as an expense in profit or loss. All costs incurred for ordinary repairs and maintenance are recognised in profit or loss as incurred. Depreciation is provided on a straight-line basis over the expected useful lives of the assets/components. The expected useful lives are as follows: Buildings Machinery and equipment Vehicles Land is not depreciated. 25 years 3-6 years 6-7 years 44

46 Consolidated financial statements for the period 1 October Depreciation is calculated on the basis of the residual value and impairment losses, if any. The residual value is determined at the acquisition date and reassessed annually. If the residual value exceeds the carrying amount, depreciation is discontinued. When changing the depreciation period or the residual value, the effect on the depreciation is recognised prospectively as a change in accounting estimates. Investments in associates Investments in associates are recognised according to the equity method. Investments in associates are measured at the proportionate share of the enterprises' net asset values calculated in accordance with the Group's accounting policies minus or plus the proportionate share of unrealised intra-group profits and losses and plus the carrying amount of goodwill. The proportionate share of the results of associates after tax and non-controlling interests is recognised in the income statement after elimination of the proportionate share of intragroup profits/losses. Amounts owed by associates are measured at amortised cost. Write-down is made for bad debt losses. On acquisition of investments in associates, the purchase method is used, cf. Business combinations above. Securities Shares that are monitored, measured and reported at fair value on a regular basis in accordance with the Group's investment policy are recognised at fair value under current assets at the trade date and are subsequently measured at fair value. Changes in fair value are recognised on a regular basis in the income statement as financial income or financial expenses. Impairment of non-current assets Goodwill is subject to annual impairment tests, initially before the end of the acquisition year. The carrying amount of goodwill is tested for impairment together with the other non-current assets of the cash-generating unit to which goodwill is allocated. The assets of the CGU are written down to the recoverable amount over the income statement if the carrying amount is higher. The recoverable amount of a CGU is generally determined as the present value of the expected future net cash flows from the entity or activity (cash-generating unit) to which goodwill is allocated. However, impairment losses on goodwill are recognised in a separate line item in the income statement. Deferred tax assets are subject to annual impairment tests and are recognised only to the extent that it is probable that the assets will be utilised. The carrying amount of other non-current assets is tested annually for indicators of impairment. When there is an indication that assets may be impaired, the recoverable amount of the asset is determined. The recoverable amount is the higher of an asset's fair value less expected costs to sell and its value in use. Value in use is the present value of the future cash 45

47 Consolidated financial statements for the period 1 October flows expected to be derived from an asset or the cash-generating unit to which the asset belongs. An impairment loss is recognised if the carrying amount of an asset or a cash-generating unit, respectively, exceeds the recoverable amount of the asset or the cash-generating unit. However, impairment losses are recognised in a separate line item in the income statement. Impairment of goodwill is not reversed. Impairment of other assets is reversed only to the extent of changes in the assumptions and estimates underlying the impairment calculation. Impairment is only reversed to the extent that the asset's increased carrying amount does not exceed the carrying amount that would have been determined (net of amortisation or depreciation) had no impairment loss been recognised for the asset in prior years. Inventories Inventories are measured at the lower of cost in accordance with the FIFO method and the net realisable value. Goods for resale and raw materials and consumables are measured at cost, comprising purchase price plus delivery costs. Finished goods are measured at cost, comprising the cost of raw materials, consumables, direct wages and salaries and indirect production overheads. The net realisable value of inventories is calculated as the sales amount less costs of completion and costs necessary to make the sale and is determined taking into account marketability, obsolescence and development in expected selling price. Receivables Receivables are measured at amortised cost. Write-down is made for bad debt losses where there is an objective indication that a receivable has been impaired. Write-down is made on an individual basis. Prepayments Prepayments comprise costs incurred in relation to subsequent financial years and are measured at cost. Equity Dividends Proposed dividends are recognised as a liability at the date when they are adopted at the annual general meeting (declaration date). The expected dividend payment for the year is disclosed as a separate item under equity. Interim dividends are recognised as a liability at the date when the decision to pay interim dividends is made. 46

48 Consolidated financial statements for the period 1 October Translation reserve Foreign currency translation reserves in the consolidated financial statements comprise foreign exchange differences arising from the translation of financial statements of foreign enterprises from their functional currency to the Euro Cater Group's presentation currency (Danish kroner) and value adjustments of assets and liabilities which form part of the Group's net investments in subsidiaries. On full or partial realisation of the net investment, the foreign exchange adjustments are recognised in the income statement. Hedging reserve The hedging reserve comprises the cumulative net change in the fair value of hedging transactions that qualify for recognition as a cash flow hedge and where the hedged transaction has not been realised. Share premium Share premium comprises amounts in addition to the nominal share capital that have been paid by the shareholders in connection with capital increases and gains from the disposal of treasury shares. The reserve is part of the Company's free reserves. Employee benefits Pension obligations The Group has entered into pension schemes and similar arrangements with the majority of the Group's employees. Contributions to defined contribution plans where the Group pays fixed pension payments to independent pension funds are recognised in the income statement in the period to which they relate and any contributions outstanding are recognised in the balance sheet as other payables. For defined benefit plans an annual actuarial calculation (Projected Unit Credit method) is made of the present value of future benefits under the defined benefit plan. The present value is determined on the basis of assumptions about the future development in variables such as salary levels, interest rates, inflation and mortality. The present value is determined only for benefits earned by employees from their employment with the Group. The actuarial present value less the fair value of any plan assets is recognised in the balance sheet under pension obligations. Pension costs for the year are recognised in the income statement based on actuarial estimates and financial expectations at the beginning of the year. Any difference between the expected development in pension plan assets and liabilities and realised amounts determined at year end constitutes actuarial gains or losses and is recognised directly in equity. If changes in benefits relating to services rendered by employees in previous years result in changes in the actuarial present value, the changes are recognised as past service costs. Past service costs are recognised immediately, provided that the benefits have already vested 47

49 Consolidated financial statements for the period 1 October immediately following the changes. If they are not vested immediately, the past service costs are recognised in the income statement over the period in which the changed benefits vested. If a pension plan constitutes a net asset, the asset is only recognised if it represents future refunds from the plan or will lead to reduced future payments to the plan. Share-based payment Fair value of share-based cash-settled bonus scheme is recognised in the income statement as staff costs over the expected term of the bonus scheme. Upon the calculation of fair value, terms and conditions for the scheme are taken into account. Corporation tax and deferred tax Current tax payable and receivable is recognised in the balance sheet as tax computed on the taxable income for the year, adjusted for tax on the taxable income of prior years and for tax paid on account. Deferred tax is measured using the balance sheet liability method on all temporary differences between the carrying amount and the tax value of assets and liabilities. However, deferred tax is not recognised on temporary differences relating to goodwill which is not deductible for tax purposes and other items where temporary differences, apart from business combinations, arise at the date of acquisition without affecting either profit/loss for the year or taxable income. Where alternative tax rules can be applied to determine the tax base, deferred tax is measured based on the planned use of the asset or settlement of the liability, respectively. Deferred tax assets, including the tax value of tax loss carryforwards, are recognised under other non-current assets at the expected value of their utilisation; either as a set-off against tax on future income or as a set-off against deferred tax liabilities in the same legal tax entity and jurisdiction. Adjustment is made to deferred tax resulting from elimination of unrealised intra-group profits and losses. Deferred tax is measured according to the tax rules and at the tax rates applicable in the respective countries at the end of the reporting period when the deferred tax is expected to crystallise as current tax. Changes in deferred tax due to changes in the tax rate are recognised in the income statement. Provisions Provisions are recognised when, as a result of past events, the Group has a legal or a constructive obligation and it is probable that there will be an outflow of resources embodying economic benefits to settle the obligation. The amount recognised as a provision is Management's best estimate of the expenses required to settle the obligation. Restructuring costs are recognised under liabilities when a detailed, formal restructuring plan has been announced to the parties affected no later than at the end of the reporting period. On 48

50 Consolidated financial statements for the period 1 October acquisition of businesses, restructuring provisions in the acquiree are only included in goodwill when the acquiree on its own had a restructuring liability at the acquisition date. A provision for onerous contracts is recognised when the expected benefits to be obtained by the Group from a contract are lower than the unavoidable costs of meeting its obligations under the contract. Financial liabilities Amounts owed to mortgage credit institutions, etc. are recognised at the date of borrowing at fair value less transaction costs paid. In subsequent periods, the financial liabilities are measured at amortised cost using the effective interest method. Accordingly, the difference between the proceeds and the nominal value is recognised in the income statement under financial expenses over the term of the loan. Financial liabilities also include the outstanding obligation under finance leases, which is measured at amortised cost. Other liabilities are measured at amortised cost. Leases For accounting purposes lease obligations are divided into finance and operating leases. Leases are classified as finance leases if they transfer substantially all the risks and rewards incidental to ownership to the lessee. All other leases are classified as operating leases. The accounting treatment of assets held under finance leases and lease obligations is described under Property, plant and equipment and Financial liabilities, respectively. Operating lease payments are recognised in the income statement on a straight-line basis over the lease term. Deferred income Deferred income comprises payments received concerning income in subsequent years, measured at cost. Assets classified as held for sale Assets held for sale comprise non-current assets and disposal groups held for sale. Disposal groups are defined as a group of assets to be disposed of, by sale or otherwise, together as a group in a single transaction. Liabilities associated with assets held for sale are those liabilities directly associated with the assets that will be transferred in the transaction. Assets are classified as held for sale if the carrying amount will be recovered principally through a sale within 12 months in accordance with a formal plan rather than through continuing use. Assets or disposal groups held for sale are measured at the lower of carrying amount at the date of the reclassification as "held for sale" and fair value less costs to sell. Assets are not depreciated or amortised from the date when they are reclassified as held for sale. Impairment losses on initial recognition as held for sale and gains and losses on subsequent remeasurement at the lower of carrying amount and fair value less costs to sell are 49

51 Consolidated financial statements for the period 1 October recognised in the income statement in the items to which they relate. Gains and losses are disclosed in the notes. Assets held for sale and associated liabilities are presented as separate line items in the balance sheet, and the major classes are specified in the notes. Presentation of discontinued operations Discontinued operations comprise a separate major line of business whose activities and cash flows can be clearly distinguished, operationally and for financial reporting purposes, from the other business areas and where the unit either has been disposed of or is held for sale and where the sale is expected to be carried out within 12 months in accordance with a formal plan. Discontinued operations also include businesses which are classified as "held for sale" in connection with the acquisition. The profit/loss after tax of discontinued operations and value adjustments after tax of related assets and liabilities and gains and losses on disposal are presented as a separate line item in the income statement with restatement of comparative figures. Revenue, costs, value adjustments and tax of discontinued operations are disclosed in the notes. Assets and liabilities for discontinued operations are presented in separate lines in the balance sheet without restatement of comparative figures, cf. Assets held for sale, and the major classes of assets and liabilities are disclosed in the notes. Net cash flows from operating, investing and financing activities of the discontinued operations are disclosed in a note. Cash flow statement The cash flow statement shows the cash flows from operating, investing and financing activities for the year, the year's changes in cash and cash equivalents as well as cash and cash equivalents at the beginning and end of the year. The cash flow effect of acquisitions and disposals of enterprises is shown separately in cash flows from investing activities. Cash flows from acquisitions of enterprises are recognised in the cash flow statement from the date of acquisition. Cash flows from disposals of enterprises are recognised up until the date of disposal. Cash flows from operating activities are calculated according to the indirect method as profit/loss before tax adjusted for non-cash operating items, changes in working capital, interest, payments, dividends and income taxes paid. Cash flows from investing activities comprise payments in connection with acquisitions and disposals of businesses and of intangible assets, property, plant and equipment and other non-current assets as well as acquisition and disposal of securities not classified as cash and cash equivalents. Cash flows from financing activities comprise changes in the share capital and related costs as well as borrowing, repayment of interest-bearing debt, acquisition and disposal of treasury shares and payment of dividends to shareholders. Cash flows from assets held under finance leases are recognised as payment of interest and repayment of debt. 50

52 Consolidated financial statements for the period 1 October Cash and cash equivalents comprise cash and overdraft facilities which form part of the dayto-day cash management and short-term marketable securities with a term of three months or less at the acquisition date which are free negotiable into cash and which are subject to an insignificant risk of changes in value. Cash flows in other currencies than the functional currency are translated using average exchange rates unless these deviate significantly from the rate at the transaction date. Segment information is not a listed company, and, consequently, no segment information has been prepared according to IFRS 8. Financial ratios The financial ratios stated in the survey of financial highlights have been calculated as follows: Gross profit Operating margin Return on invested capital Invested capital Solvency ratio Profit for analytical purposes Return on equity Gross profit/loss x 100 Revenue Operating profit x 100 Revenue Operating profit x 100 Average invested capital Operating intangible assets and property, plant and equipment plus net working capital Equity excl. non-controlling interests at year end x 100 Total equity and liabilities at year end Profit/loss from ordinary activities after tax less non-controlling interests Profit for analytical purposes x 100 Average equity excl. non-controlling interests 51

53 Consolidated financial statements for the period 1 October 27 Accounting estimates and judgements Estimation uncertainty The determination of the carrying amount of certain assets and liabilities requires judgements, estimates and assumptions relating to future events. The estimates and assumptions made are based on historical experience and other factors that Management finds reasonable in the circumstances but which are inherently uncertain and unpredictable. The assumptions may be incomplete or inaccurate, and unexpected events or circumstances may arise. Moreover, the enterprise is subject to risks and uncertainties that may cause actual results to deviate from these estimates. It may be necessary to change previously made estimates due to changes in the facts on which the previous estimates were based or due to new knowledge or subsequent events. Estimates significant to the year-end financial reporting are i.a. made on purchase price allocations and depreciation, amortisation and impairment losses (including impairment of goodwill), scrap values and pensions. Upon the annual impairment test of goodwill, estimates are made as to whether parts of the enterprise (cash generating units) to which goodwill relates will be able to generate sufficient positive net cash flows in future to support the value of goodwill and other net assets in the part of the enterprise in question. Following the nature of the business, estimates are to be made of expected future cash flows many years ahead which, of course, involves some uncertainty. The discount rate applied reflects this uncertainty. The impairment test and sensitive issues in this relation are described in note 6 to the consolidated financial statements. Accounting policies As part of the application of the Group's accounting policies, Management makes judgements in addition to estimated judgements which may materially affect the amounts recognised in the financial statements. Such evaluations comprise i.a. accounting policies for pension obligations and whether or not leases are to be treated as operating or finance leases. 52

54 Consolidated financial statements for the period 1 October 28 New financial reporting regulation The IASB has issued the following new international financial reporting standards (IAS and IFRS) and interpretations (IFRIC) which are not compulsory for in the preparation of the annual report for 2011/12: IFRIC 20, IFRSs 9-13, amendment to IFRSs 1 and 7, amendments to IAS 1, 12, 19,, 27, 28 and 32, improvements to IFRSs ( ) and Transition Guidance (Amendments to IFRSs 1012). Only amendments to IAS 1 and 24 have been adopted by the EU. expects to implement the new accounting standards and interpretations when they become mandatory. The standards and interpretations that are adopted with a different effective date in the EU than the corresponding effective dates from the IASB will be early adopted so that the adoption follows the IASB's effective dates. None of the new standards or interpretations are expected to have significant impact on the year-end financial reporting of other than changes in presentation and disclosures in the notes. 53

55 Parent company financial statements for the period 1 October Income statement DKKm Note 2011/ /11 Revenue Staff costs Operating costs Other operating items Profit/loss before depreciation and amortisation, financial income and expenses and tax (EBITDA) Depreciation of property, plant and equipment Operating profit (EBIT) Financial income Financial expenses Profit before tax Tax on profit/loss for the year Profit for the year Proposed profit appropriation Proposed dividends - - Retained earnings

56 Parent company financial statements for the period 1 October Statement of comprehensive income DKKm Note 2011/ /11 Profit for the year Value adjustments of hedging instruments (interest rate swaps): Value adjustments for the year Value adjustments transferred to financial expenses Tax on other comprehensive income Other comprehensive income after tax Total comprehensive income

57 Parent company financial statements for the period 1 October Balance sheet DKKm Note 2011/ /11 ASSETS Non-current assets Property, plant and equipment 6 Equipment and software Vehicles Assets in the course of construction Investments Investments in subsidiaries 7 1, ,520.2 Loans payable on demand, group enterprise Deferred tax , ,038.5 Total non-current assets 2, ,041.0 Current assets Amounts owed by group enterprises Cash at bank and in hand Total current assets TOTAL ASSETS 2, ,

58 Parent company financial statements for the period 1 October Balance sheet DKKm Note 2011/ /11 EQUITY AND LIABILITIES Equity Share capital Share premium Hedging reserve Retained earnings Proposed dividends - - Total equity 1, ,240.0 Liabilities Non-current liabilities Deferred tax Credit institutions Other loans Loans payable on demand, group enterprise Employee bonds Total non-current liabilities ,146.4 Current liabilities Credit institutions Employee bonds/profit-sharing Trade payables Corporation tax Derivative financial instruments (negative fair value) Other payables Total current liabilities Total liabilities ,278.9 TOTAL EQUITY AND LIABILITIES 2, ,

59 Parent company financial statements for the period 1 October Statement of changes in equity DKKm Share capital Share premium Hedging reserve Retained earnings Proposed dividends Equity at 1 October ,240.0 Total comprehensive income for 2011/12 Profit for the year Other comprehensive income Value adjustments of hedging instruments (interest rate swaps): Value adjustments for the year Value adjustments transferred to financial expenses Tax on other comprehensive income Total other comprehensive income Total comprehensive income for the period Equity at 30 September ,526.2 Total Under company law, share premium represents distributable reserves. The share capital comprises 601,450 shares at a nominal amount of DKK 100. No shares carry special rights. 58

60 Parent company financial statements for the period 1 October Statement of changes in equity DKKm Share capital Share premium Hedging reserve Retained earnings Proposed dividends Equity at 1 October Total comprehensive income for 2010/11 Profit for the year Other comprehensive income Value adjustments of hedging instruments (interest rate swaps): Value adjustments for the year Value adjustments transferred to financial expenses Tax on other comprehensive income Total other comprehensive income Total comprehensive income for the period Transactions with owners Capital increase Transactions with owners Equity at 30 September ,240.0 Total Under company law, share premium represents distributable reserves. The share capital comprises 601,450 shares at a nominal amount of DKK 100. No shares carry special rights 59

61 Parent company financial statements for the period 1 October Cash flow statement DKKm Note 2011/ /11 Profit before tax Adjustment for non-cash operating items Cash generated from operations (operating activities) before changes in working capital Changes in working capital Cash generated from operations (operating activities) Dividends received Financial income Financial expenses Corporation tax paid and joint taxation contributions received Cash flows from operating activities Acquisition of property, plant and equipment Disposal of property, plant and equipment Acquisition of subsidiaries Cash flows from investing activities External financing: Repayment of long-term debt Bank loans Changes in balances, group enterprises Cash flows from financing activities Net cash flows from operating, investing and financing activities Cash and cash equivalents at beginning of year Foreign exchange adjustment of cash and cash equivalents Cash and cash equivalents at year end The cash flow statement cannot be directly derived from the other components of the parent company financial statements. Cash and cash equivalents at 30 September comprise: DKKm 2011/ /11 Cash at bank and in hand Overdraft facility (included in amounts owed to credit institutions)

62 Parent company financial statements for the period 1 October Summary of notes 1. Revenue 2. Staff costs 3. Financial income 4. Financial expenses 5. Tax 6. Property, plant and equipment 7. Investments in subsidiaries 8. Loans payable on demand, group enterprise 9. Deferred tax 10. Credit institutions and other loans 11. Employee bonds/profit-sharing 12. Corporation tax 13. Contingent liabilities 14. Collateral 15. Derivative financial instruments 16. Financial risks and risk management policy 17. Adjustment for non-cash operating items 18. Changes in working capital 19. Related parties 20. Events after the balance sheet date 21. Accounting policies 22. Accounting estimates and judgements 23. New financial reporting regulation 61

63 Parent company financial statements for the period 1 October DKKm 2011/ /11 1 Revenue Sale, services to subsidiaries Dividends from subsidiaries Staff costs Wages and salaries Defined contribution plan Other social security costs Other staff costs Average number of full-time employees 7 7 Remuneration of executives Salaries Pension contributions With reference to section 98b of the Danish Financial Statements Act, remuneration of the Executive Board is not disclosed. The main part of the Parent Company's employees, including Management is comprised by the profit-sharing scheme. The Company has entered into cash-settled bonus schemes with a few employees in subsidiaries which, in the event of a sale of the Group, may imply an obligation to pay bonus to these employees. Settlement of bonus is only to take place upon a given sale of the Group and is adjusted based on the value of. Fair value of the bonus scheme totalled approx. DKK 8 million at 30 September The amount was expensed in the 2011/12 financial year at DKK 5 million as wages and salaries and the remaining part as financial expenses. DKKm 2011/ /11 3 Financial income Interest income, cash and cash equivalents, etc Interest income from subsidiaries Interest, tax Foreign exchange gains, net Interest on financial assets measured at amortised cost

64 Parent company financial statements for the period 1 October DKKm 2011/ /11 4 Financial expenses Interest expense, credit institutions, etc Net settlement from interest rate swaps Interest expense to subsidiaries Interest expense, other loans Other financial expenses Foreign exchange losses, net Interest on financial liabilities measured at amortised cost Tax Tax for the year is specified as follows: Tax on profit/loss for the year Tax on other comprehensive income Tax on profit for the year is made up as follows: Current tax, including jointly taxed subsidiaries Of this tax regarding changes in equity Joint taxation contribution Interest Deferred tax Adjustment to tax relating to previous years Joint taxation contribution totalling DKK 63.9 million regarding 2011/12 was settled at 30 September 2012 through outstanding accounts with subsidiaries. 63

65 Parent company financial statements for the period 1 October 5 Tax (continued) Tax on profit for the year relates to: DKKm 2011/ /11 25% tax on profit for the year before tax The tax effect of: Non-taxable dividends Other non-taxable income Non-deductible costs Capitalised deductible costs Adjustment to tax relating to previous years Effective tax rate -1.4% -14.2% Tax on other comprehensive income DKKm 2011/12 Before tax Tax After tax Value adjustments of hedging instruments Other comprehensive income DKKm 2010/11 Before tax Tax After tax Value adjustments of hedging instruments Other comprehensive income

66 Parent company financial statements for the period 1 October 6 Property, plant and equipment DKKm Equipm. and software Vehicles Assets in the course of construc. Total Cost at 1 October Additions Transferred Cost at 30 September Depreciation and impairment losses at 1 Oct Depreciation Depreciation and impairment losses at 30 Sep Carrying amount at 30 September DKKm Equipm. and software Vehicles Assets in the course of construc. Total Cost at 1 October Additions Disposals Cost at 30 September Depreciation and impairment losses at 1 Oct Depreciation Disposals Depreciation and impairment losses at 30 Sep Carrying amount at 30 September

67 Parent company financial statements for the period 1 October 7 Investments in subsidiaries DKKm 2011/ /11 Cost at 1 October 1, ,393.4 Additions on acquisition of subsidiaries Cost at 30 September 1, ,520.2 Impairment losses at 1 October - - Impairment losses - - Impairment losses at 30 September - - Carrying amount at 30 September 1, ,520.2 Cost of subsidiary acquired in 2010/11 comprises cash payment of DKK 27.5 million and payment by means of treasury shares, DKK 99.3 million. Subsequent adjustment of the purchase price in 2011/12 of DKK 1.9 million is recognised as other operating items. Based on impairment tests made of goodwill, see note 6 to the consolidated financial statements, the carrying amount of investments in subsidiaries is assessed not to exceed the recoverable amount. ' subsidiaries comprise: Register ed office Stake Dansk Cater A/S Denmark 100% BC Catering Roskilde A/S Denmark 100% BC Catering Grossisten A/S Denmark 100% Svensk Cater Holding AB Sweden 100% 8 Loans payable on demand, group enterprise Loans payable on demand granted to group enterprise are exempt from yearly repayments and are repayable in 2017 at the latest. The loans payable on demand are subordinate to the Group's bank loans. 66

68 Parent company financial statements for the period 1 October 9 Deferred tax DKKm 2011/ /11 Deferred tax at 1 October Adjustments regarding previous years Deferred tax for the year recognised in profit for the year Deferred tax at 30 September Deferred tax relates to: Property, plant and equipment Investments Current assets Liabilities Foreign exchange losses to be carried forward for tax purposes Credit institutions and other loans At 30 September 2012, the Parent Company had the following loans: Loan, DKKMm Maturity Fixed/ floating rate Carrying amount 2011/12 Carrying amount 2010/11 Bank loans Floating Other loans 2016 Fixed Loans payable on demand, group enterprise ,236.2 Fair value ,236.2 Fair value corresponds to the nominal remaining debt. The interest rate level of the Parent Company's loans varies from 2% to 10%. 67

69 Parent company financial statements for the period 1 October 10 Credit institutions and other loans (continued) The Parent Company's loans are recognised and fall due as follows: Noncurrent DKKm portion (> 1 year) Current portion (0-1 year) Total Due > 5 years 30 September 2012 Bank loans Other loans Specification of contractual cash flows inclusive of interest: Bank loans Other loans , DKKm Noncurrent portion (> 1 year) Current portion (0-1 year) Total Due > 5 years 30 September 2011 Bank loans Other loans Loans payable on demand, group enterprise , , Specification of contractual cash flows inclusive of interest: Bank loans Other loans Loans payable on demand, group enterprise , , The maturity analysis of the contractual cash flows is based on the level of interest at the balance sheet date. 68

70 Parent company financial statements for the period 1 October DKKm 2011/ /11 11 Employee bonds/profit-sharing Profit-sharing for the year Employee bonds falling due within one year Holiday allowance re. profit-sharing Current liability Employee bonds falling due within 1-5 years Employee bonds falling due after 5 years - - Employee bonds at 30 September Employee bonds carry interest according to market terms. 12 Corporation tax Corporation tax payable at 1 October Corporation tax paid during the year Adjustment to tax relating to previous years Current tax for the year, including jointly taxed subsidiaries Corporation tax payable at 30 September Contingent liabilities Together with the Group's other companies, the Parent Company is jointly and severally liable for consolidated bank credit facilities of DKK 1.3 billion (2010/11: DKK 1.4 billion). The Parent Company has provided a guarantee to a Swedish pension company for Svensk Cater AB's pension liabilities, which at 30 September 2012 amounted to DKK 43 million (2010/11: DKK 35 million) and guarantees for subsidiaries' operating lease liabilities of DKK 94 million (2010/11: DKK 102 million). Moreover, the Parent Company has undertaken to maintain the present level of financing provided to a subsidiary. In connection with the Group's takeover of the activities of inco Danmark A.m.b.a. in 2010/11, see note 22 to the consolidated financial statements, the Parent Company has made a few guarantees to third parties, primarily regarding leasing of equipment. The guarantees do not exceed DKK 15 million. The Parent Company is jointly and severally liable for withholding taxes together with the jointly taxed companies in the Euro Cater Group. 14 Collateral Shares in subsidiaries with a carrying amount of DKK 1,520 million (2010/11: DKK 1,520 million) have been provided as collateral for the Parent Company's bank loans of DKK 600 million (2010/11: DKK 617 million) and consolidated bank credit facilities of DKK 1.3 billion (2010/11: DKK 1.4 billion). 69

71 Parent company financial statements for the period 1 October 15 Derivative financial instruments The Parent Company had no open financial instruments at the end of the 2011/12 financial year. For information about interest swaps, reference is made to note 19 to the consolidated financial statements. 16 Financial risks and risk management policy Financial assets are recognised as follows: DKKm 2011/ /11 Financial assets measured at fair value over the income statement - - Financial assets used as hedging instruments - - Loans and receivables in the form of: Receivables, group enterprises, other receivables and cash Financial assets available for sale in the form of: Securities - - Financial liabilities are recognised as follows: Financial liabilities measured at fair value over the income statement - - Financial liabilities used as hedging instruments in the form of: Derivative financial instruments used for the hedging of future cash flows (interest rate swaps measured as observable input, level 2) Financial liabilities measured at amortised cost in the form of: Amounts owed to banks, other loans, trade and other payables ,263.6 The fair value of financial assets and liabilities is in line with carrying amount. Risk management policy of the Parent Company ,263.6 As a result of its investments, the Parent Company is exposed to changes in exchange rates and interest levels, as the investments are materially financed by means of bank loans. The Parent Company's operating activities are not exposed to any changes in exchange rates and interest levels. The Parent Company's financial management is solely directed at the management of financial risks arising directly from the Parent Company's investing and financing activities. Group policy is not to engage in any active speculation in financial risks. 70

72 Parent company financial statements for the period 1 October 16 Financial risks and risk management policy (continued) Due to the development of the ratio between the Group's EBITDA and floating-rate debt, the interest rate level is no longer hedged. Apart from that, there have been no changes in the Parent Company's risks or risk management compared with 2010/11. Interest rate risks The Group and the Parent Company have taken out both fixed-interest and floating-interest loans. Accordingly, the Group and the Parent Company are exposed to fluctuating interest rates. The Group regularly assesses its interest risk and any appropriate hedging thereof. Up to the balance sheet date, the Parent Company has hedged the Group's floating rate loans by means of interest swaps. Due to the development of the ratio between the Group's EBITDA and floating-rate debt, the interest level is no longer hedged. Reference is made to note 19 in the consolidated financial statements regarding sensitivity towards changes in interest level. Liquidity risks The Group and the Parent Company strive to obtain the highest degree of flexibility for the purpose of lending. The Group and the Parent Company have raised loans which come with certain covenants. All covenants were complied with at the balance sheet date. The Parent Company's liquidity reserve consists of cash and undrawn credit facilities. We refer to note 10 on the maturity of loans. Foreign exchange risks The Parent Company's operations are not materially affected by foreign exchange rate fluctuations, as income and expenses are primarily settled in Danish kroner. The Parent Company income statement and equity are affected by foreign exchange rate fluctuations as a result of cash and intra-group balances being denominated in Swedish kroner. With regard to the Parent Company's net position in Swedish kroner, a decline in the exchange rate of 1% on the exchange rate at the balance sheet date would have had a negative hypothetical impact on Parent Company results and equity of DKK 1.4 million in 2011/12 (2010/11: DKK 1.4 million). An increase in exchange rates would have had a corresponding positive effect. 71

73 Parent company financial statements for the period 1 October DKKm 2011/ /11 17 Adjustment for non-cash operating items Depreciation, amortisation and impairment losses Other non-cash operating items, net Financial income and dividends Financial expenses Changes in working capital Change in receivables Change in trade and other payables Hereof interest swap Related party disclosures In addition to the mentioning in note 24 to the consolidated financial statements, related parties of the Parent Company comprise subsidiaries and sub-subsidiaries, see note 7 to the Parent Company financial statements. The Parent Company has provided services to the subsidiaries, see note 1. In addition, the Parent Company has provided financing to subsidiaries and raised loan from subsidiaries. Trading and financing are on market terms. Balances with subsidiaries are recognised in the Parent Company's balance sheet. Balances with subsidiaries carry interest as set out in notes 3 and 4. The Danish companies in the Group are jointly taxed, and in 2011/12 an amount of DKK 63,9 million (2010/11: DKK 44.3 million) was transferred as joint taxation contributions between the companies. The Parent Company has received dividends from subsidiaries, see note 1. For the purpose of intra-group restructuring of the activity acquired from inco Danmark A.m.b.a. in 2010/11, see note 22 to the consolidated financial statements, the Parent Company has made a contribution to its subsidiary, Dansk Cater A/S, of DKK million, see note 7. Executive remuneration is disclosed in note Events after the balance sheet date No events have occurred after the balance sheet date that have or may have a significant influence on the assessment of the Parent Company's financial performance. 72

74 Parent company financial statements for the period 1 October 21 Accounting policies Separate parent company financial statements are prepared due to the required preparation of the parent company financial statements under the Danish Financial Statements Act. The parent company financial statements are presented in accordance with International Financial Reporting Standards as adopted by the EU and additional Danish disclosure requirements for annual reports of reporting class C Danish enterprises, see the statutory order on the adoption of IFRS by enterprises subject to the Danish Financial Statements Act issued in accordance with the Danish Financial Statements Act. Description of accounting policies According to the described accounting policies applied for the consolidated financial statements (see note 26 to the consolidated financial statements), the Parent Company's accounting policies only deviate in the following areas: Foreign currency translation Foreign exchange adjustments of balances which are considered part of the total net investment in foreign operations with different functional currencies than Danish kroner are recognised in the Parent Company income statement under financial income and financial expenses. Correspondingly, foreign exchange gains and losses on the part of loans which are designated as hedges of net investments in foreign operations and effectively hedge against foreign exchange gains and losses on the net investment in the foreign operation are also recognised directly in the Parent Company income statement under financial income and financial expenses. Revenue Dividends from investments in subsidiaries and associates are recognised as a liability in the Parent Company income statement at the date on which they are adopted at the annual general meeting (declaration date). If total dividends exceed comprehensive income of subsidiaries for the period when the dividends are declared, an impairment test is conducted. Investments in subsidiaries and associates Investments in subsidiaries and associates are measured at cost in the Parent Company financial statements. When there is an indication of impairment, an impairment test is made as described in the consolidated financial statements. Write-down is made to the lower of cost and recoverable amount. Cash at bank and in hand Cash at bank and in hand comprises cash and overdraft facilities used in the day-to-day cash management and at free disposal. Deposits with and amounts owed to subsidiaries arising from the cash pool scheme in the Euro Cater Group are at the subsidiaries' free disposal and are therefore not recognised in the cash at bank and in hand of the Parent Company. 73

75 Parent company financial statements for the period 1 October 22 Accounting estimates and judgements Estimation uncertainty Estimates important to the financial reporting of the Parent Company are e.g. used for determining any indication of impairment applying to investments in subsidiaries. Accounting policies Management is of the opinion that the Parent Company's accounting policies do not rely on other judgements than estimates which may materially affect the figures set out in the annual report. 23 New financial reporting regulation Reference is made to note 28 to the consolidated financial statements. 74

76 Companies of the Group Board of Directors: Stefan Linder, formand Preben Bager Leon Sørensen Johan Blomquist Erik Stensig Poulsen Executive Board: Leon Sørensen Bank: Handelsbanken Vidalsvej Svenstrup Reg. No Share capital DKK 60,145,000 Owners: Altor Fund II and Euro Manaco A/S each own 48% of the share capital. inco Danmark A.m.b.a. owns 4% of the share capital Auditors: KPMG Statsautoriseret Revisionspartnerselskab Vestre Havnepromenade 1A 9100 Aalborg BC catering grossisten a/s Blækhatten Odense SØ Reg. No Dansk Cater A/S Vidalsvej Svenstrup Reg. No BC Catering Roskilde A/S Langebjerg Roskilde Reg. No Svensk Cater Holding AB Stångjärnsgatan 5 S Örebro Company No % ejet datterselskab: Skjern Ostelager Holding A/S Vestjydsk Vidalsvej Mælk 6 A/S 9230 Fælledvej Svenstrup 27 Reg No Struer CVR danske datterselskaber: AB Catering Aalborg A/S - Reg. No AB Catering Århus A/S - Reg. No AB Catering Holstebro A/S - Reg. No AB Catering Ribe A/S - Reg. No AB Catering Slagelse A/S - Reg. No AB Catering Københav n A/S - Reg. No ,5 % ejet associeretselskab JCD A/S Systemvej Aalborg SV Reg. No Svensk Cater AB Stångjärnsgatan 5 S Örebro Company No Svensk Cater Real Property AB Stångjärnsgatan 5 S Örebro Company No % ejet associeretselskab AJ-Skjern A/S Frederiksbergvej 9 - Ø. Bjerregrav 8920 Randers NV Reg. No BC Catering Aalborg A/S - Reg. No BC Catering Skanderborg A/S - Reg. No BC Catering Herning A/S - Reg. No BC Catering Kolding A/S - Reg. No BC Catering Ny købing F. A/S - Reg. No Inco CC København A/S - Reg. No Inco CC Aarhus A/S - Reg. No Kødgros Vest A/S - Reg. No Cater Food A/S - Reg. No Find Jørgensen A/S - Reg. No