ECZACIBASI YAPI GERECLERI SAN. VE TIC. A.S. BOARD OF DIRECTORS ANNUAL REPORT PREPARED PURSUANT TO COMMUNIQUE SERIAL:XI NO:29

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2 ECZACIBASI YAPI GERECLERI SAN. VE TIC. A.S. BOARD OF DIRECTORS ANNUAL REPORT PREPARED PURSUANT TO COMMUNIQUE SERIAL:XI NO:29 I. INTRODUCTION 1. Period Covered by the Report This report covers the activities of Eczacibasi Yapi Gerecleri Sanayi ve Ticaret A.S. between 1 January 2009 and 31 December Company Name Eczacibasi Yapi Gerecleri Sanayi ve Ticaret A.S. 3. Boards in Charge during the Period Board of Directors Bülent Eczacıbaşı Erdal Karamercan Haluk Bayraktar Hüsamettin Onanç Mustafa Sacit Basmacı Atalay Muharrem Gümrah Ahmet TahsinYamaner Chairman Vice Chairman Member-General Manager Member Member Member Member The Directors were elected at the General Assembly Meeting on 3 April 2009 for a period of one year. Audit Committee Bülent Avcı Tayfun İçten Auditor Auditor The auditors were appointed to serve until the examination of the 2009 accounts at the following Ordinary General Assembly Meeting. 4. Registered and Paid-in Capital of the Company Registered Capital TRY 300,000,000.- Paid-in Capital TRY 112,830,900.- As EYAP is a publicly-traded company, the exact number of its shareholders is not known. The value of EYAP s shares fluctuated over the year parallel to movements in the composite index of the Istanbul Stock Exchange. The 2009 closing price per share was TRY No dividends were distributed during the previous three years. Shareholders owning more than 10% of EYAP s capital are listed below. Shareholders Share Value (TRY) Share (%) Eczacıbaşı Holding A.Ş. 78,937, Eczacibasi Yatırım Holding Ort. A.S. 8,455, As of 31 December 2009, the value and percentage of shares held by the principal shareholders of publicly-owned shares were as follows. Shareholders Share Value (TRY) Share (%) Eczacıbası Holding A.S. 4,810, Eczacıbaşı Yatırım Holding Ort. A.Ş. 2,799,

3 ECZACIBASI YAPI GERECLERI SAN. VE TIC. A.S. BOARD OF DIRECTORS ANNUAL REPORT PREPARED PURSUANT TO COMMUNIQUE SERIAL:XI NO:29 5. Main Factors Affecting Performance and Expectations: EYAP s total sales decreased by 6% in 2009 compared to the same period of the previous year due to the continuing impact of the global economic crisis. Despite the decline in sales, measures taken in previous years to increase productivity and profitability enabled us to transform our operating loss of TRY28,471,991 in 2008 into an operating profit of TRY 3,693,987. On 30 June 2009, we took over Vitra Küvet AŞ through a forward-looking merger transaction. Consequently, our consolidated income statement for the year as a whole includes the operating results of Vitra Kuvet for the July 2009-December 2009 period. 6. Outlook: Our shareholding in our affiliate Burgbad reached 95.02% following the acquisition of 100,000 shares in October With this purchase, EYAP obtained the position of majority shareholder of Burgbad AG pursuant to the German Joint Stock Company Law, enabling us to purchase the shares held by the minority shareholders of Burgbad AG at a price determined by a court expert. One of the assets we acquired on taking over VitrA Küvet AŞ was a kitchen furniture plant that was being rented to Intema Insaat ve Tesisat Malzemeleri Yatirim ve Pazarlama AŞ, one of our affiliates. Starting on 1 January 2010, we have decided to use the plant ourselves, this way expanding our furniture production to include kitchen as well as bathroom furniture and increasing the productivity of this business. In 2009, we began work on our R&D center in Bozüyük, which we plan to begin operating in The center will coordinate all of our R&D, innovation, and global collaboration activities so as to position us at the forefront of our sector. 7. Market Position: According to the market share report prepared by the international market research company GFK, EYAP maintains its leadership in the Turkish ceramic sanitary ware, faucet, and concealed cistern markets. 8. Developments in Manufacturing Units, Capacity Usage Rates, Goods and Services Produced, and Comparisons of Quantity, Quality, Demand and Prices with Previous Period Figures: In January 2009, EYAP completed the transportation of its concealed cistern and bathroom accessory production plant in Gebze to Bozüyük, as planned. The move to a single production site has significantly reduced costs and increased productivity. Upon transfer of the complementary products plant in Kartal, İstanbul, to Bozüyük, we expect to reduce costs and increase productivity further in this product group. 2

4 ECZACIBASI YAPI GERECLERI SAN. VE TIC. A.S. BOARD OF DIRECTORS ANNUAL REPORT PREPARED PURSUANT TO COMMUNIQUE SERIAL:XI NO:29 9. Developments in Prices of Goods and Services, Sales Proceeds and Conditions, Output and Productivity, and Reasons Thereof: In 2009, our sales in Turkey decreased by 6% in TRY terms, while our international sales dropped by 17% in Euro terms. The main reasons for these declines were the contraction of the American and European markets caused by the global crisis and our strategic decision to reduce OEM sales. In light of the downturn in sales to North America and Europe, we decided to restructure our sales operations and review our activities in all markets, with the aim of switching our focus to alternative markets with promising growth potential. 10. Measures to Improve our Financial Structure: During the global crisis, we implemented a series of measure aimed at limiting the impact of the crisis on our financial health. We extended the payment terms for domestic purchases, postponed non-essential investments, implemented measures to reduce stocks, and reviewed expense items so as to increase savings. 11. Information on Interests in Enterprises subject to Consolidation in the Parent Company Capital (Cross-Shareholding): As of 31 December 2009, Eczacıbaşı Holding A.Ş. had a 74.22% shareholding in our company, including its shares in the publicly-owned portion of our company. EYAP does not have a cross-shareholding relationship with Eczacıbaşı Holding A.Ş. nor an influence on this company s business and management policies. EYAP acquired a majority share of Burgbad AG in July 2008 and now has a shareholding of 95.02% in this German company. 12. Descriptions of the Main Components of the Building Products Division s Internal Audit and Risk Management Systems with respect to the Preparation of its Consolidated Financial Statements: An international independent auditing company located in Germany has audited the 31 December 2009 financial statements of the subsidiary included in the consolidation to ensure their compliance with the legislation of Turkey s Capital Markets Board and International Financial Reporting Standards. 3

5 ECZACIBASI YAPI GERECLERI SAN. VE TIC. A.S. BOARD OF DIRECTORS ANNUAL REPORT PREPARED PURSUANT TO COMMUNIQUE SERIAL:XI NO:29 I. OPERATIONS A) Investments EYAP invested TRY 5,506,116 (USD 3,564,060) in the modernization of its ceramic sanitary ware plant during the 1 January December 2009 period. B) Developments in Production of Goods and Services Capacity Utilization Rates (%) Production Units 2009/ /12 Ceramic Sanitary Ware Sanitary Fittings Bathtubs Changes in Production Volume 2009/ /12 Production (1000 Units) 2009/ /12 Change (%) Ceramic Sanitary Ware 3,438 4,002 (14) Duroplast Toilet Seats (17) Concealed Cisterns (8) Furniture (29) Chrome-Plated Products+ Colored Products 1,754 2,279 (23) Bathtubs and Panels (19) Shower Trays (12) The foreign currency value of exports slipped from Euro million in 2008 to Euro million in Export Revenue: Eczacibasi Yapi Gerecleri Exports - Million / /12 4

6 ECZACIBASI YAPI GERECLERI SAN. VE TIC. A.S. BOARD OF DIRECTORS ANNUAL REPORT PREPARED PURSUANT TO COMMUNIQUE SERIAL:XI NO:29 Eczacibasi Yapi Gerecleri Main Export Markets (% of Total) Other Countries 55% Germany 27% USA 4% UK 14% Germany USA UK Other Countries C. Major Financial Ratios 2009/ /12 Current Ratio Liquidity Ratio Total of Debts / Assets Total of Equity / Assets Total of Equity / Debts D. Administrative Operations 1. Company Directors and their Functions: Name Surname Function Profession Haluk Bayraktar General Manager MSc. Mechanical Engineer Levent Giray Assistant General Manager MSc. Industrial Engineer Hakan Şahin Projects Director Industrial Engineer Cem Görürgöz Factory Manager-Kuvet Mechanical Engineer Mustafa Akdoğan Purchasing Manager Industrial Engineer D.Erhan Arpaç HR Manager Lawyer Berna Erbilek Marketing Manager Business Manager Mustafa Manavoğlu Product Development Manager. Mechanical Engineer Mehmet Mercan Factory Manager-VitrA Metallurgy Engineer Oktay Pehlevan Factory Manager-Artema Mechanical Engineer Ayşegul Uzel Financial Affairs Manager Business Manager-S.M.M.M 2. Personnel and Labor Changes: 5

7 ECZACIBASI YAPI GERECLERI SAN. VE TIC. A.S. BOARD OF DIRECTORS ANNUAL REPORT PREPARED PURSUANT TO COMMUNIQUE SERIAL:XI NO:29 Status Entries Departures Year-end headcount Union ,260 Non-Union Total , Collective Bargaining Agreements: On 1 August 2009, EYAP signed a new Collective Bargaining Agreement with the Union for the VitrA unit that is effective for the period 1 January December The Collective Bargaining Agreement for the Artema unit that EYAP signed on 5 December 2008 is valid for the period 1 September August Research & Development Activities: In 2009, EYAP spent TRY 4,404,725 on research and development activities. 5. Donations: In 2009, EYAP donated a total of TRY 259,440 to various projects, including TRY 154,840 in materials and services to Primary Boarding Schools involved in the Eczacıbaşı Group Hygiene Project and TRY 57,000 to the Dr. Nejat Eczacıbaşı Foundation. III) RECOMMENDED DISTRIBUTION OF PROFITS AND RESULT EYAP has no profit to distribute due to its net loss for the period. BOARD OF DIRECTORS 6

8 ECZACIBASI YAPI GERECLERI SAN. VE TIC. A.S. BOARD OF DIRECTORS ANNUAL REPORT PREPARED PURSUANT TO COMMUNIQUE SERIAL:XI NO:29 Eczacibasi Yapi Gerecleri Sanayi ve Ticaret A.S. Report on Compliance with Corporate Governance Principles 1. Declaration of Compliance with Corporate Governance Principles: During the period 1 January December 2009, we implemented some but not all of the principles issued by the Capital Markets Board (CMB). Detailed information is given below. PART I. SHAREHOLDERS 2. Division of Relations with Shareholders: EYAP does not have a shareholder relations unit because there is little demand for a unit of this kind. Instead, we manage these relations through the Finance Department, which oversees communication with the CMB, Istanbul Stock Exchange, Central Registry Agency, Takasbank and shareholders. In 2009, we received and responded to four inquiries and 15 requests for annual reports. 3. Exercise of Shareholders Right to Obtain Information: Shareholders requests for information are usually transmitted by intermediary organizations. These requests are accepted by appointment and the required meetings arranged. Individual requests are generally received in written form and answered as soon as possible. In 2009, we received and responded to five written requests. Shareholders rights and developments that can affect these rights are announced by the Istanbul Stock Exchange; hence, we did not use the electronic media for this purpose during the period. Our articles of association do not contain any clause about appointing a special auditor, nor did we receive any demand for one during the period. 4. Information on the General Meeting: The general shareholders meeting was held punctually during the period, and the attendance rate was 89.6%. Shareholders were invited to the meeting through announcements in the press and the bulletin of the Istanbul Stock Exchange. Fifteen people attended the meeting including members of the media and shareholders from the publicly-owned part of the Company. The Company made its annual report and financial statements available to shareholders at its headquarters during the two weeks before the meeting. Shareholders exercised their right to ask questions at the general meeting and received responses from the Board of Directors. There is no provision in the Company s articles of association that decisions regarding the sales, purchase and lease of large assets be taken up at the general meeting, but they are put on the agenda anyway. To facilitate attendance, the general meeting is announced in popular newspapers and held in the city center. The minutes of the general meeting are sent to the Istanbul Stock Exchange and CMB; they can also be freely viewed at the Company s headquarters and on the Investor Relations page of Eczacıbaşı Holding s web site: ( 7

9 ECZACIBASI YAPI GERECLERI SAN. VE TIC. A.S. BOARD OF DIRECTORS ANNUAL REPORT PREPARED PURSUANT TO COMMUNIQUE SERIAL:XI NO:29 5. Voting Rights and Minority Rights: There are no privileged voting rights or mutual affiliate relationships. To date, there has been no shareholder demand concerning minority shares. The Company does not use the cumulative voting procedure. 6. Dividend Policy and Time of Dividend: At a meeting held on 17 March 2006, the Board of Directors established the following corporate governance principles with regard to the Company s profit distribution policy: There are no special references in the Company s articles of association to privileged shares, founder benefit shares, the distribution of profit to members of the Board of Directors and employees, and advanced dividends. The Company s articles of association accept the principle of distribution of the first dividend based on the ratio and amount decided by the CMB. The Board of Directors proposes to the General Meeting how much profit should be distributed based on the principle of maintaining a balance between company profitability, shareholder expectations, and growth strategies. Dividend payments (cash or bonus shares) are to be made as soon as possible within the legal time limit. 7. Transfer of Shares: The Company s articles of association do not include any provision restricting share transfers. PART II PUBLIC DISCLOSURE AND TRANSPARENCY 8. Company Information Policy: The Company s principle is to present all non-confidential information whenever requested and as soon as possible. The Finance Department provides written or oral responses to all requests from shareholders, media or potential investors. 9. Disclosure of Special Cases: In 2009, the Company made 21 special event disclosures to the PDP (Public Disclosure Platform) and the Istanbul Stock Exchange and CMB. Neither institution requested further information. Since the Company s stocks are not traded in international markets, the disclosures were timely and the CMB did not issue warnings. 10. Company Website and Content: The Company has a website with general information for customers and business partners, Information for investors is available on the Investor Relations page of Eczacıbaşı Holding s web site, 8

10 ECZACIBASI YAPI GERECLERI SAN. VE TIC. A.S. BOARD OF DIRECTORS ANNUAL REPORT PREPARED PURSUANT TO COMMUNIQUE SERIAL:XI NO: Statement of Final and Real Person Shareholder/Shareholders: The Company is a member of the Eczacıbaşı Group and no study has been done on this subject. 12. Public Disclosure of Potential Insiders: The Company has disclosed this list to the CMB but not to the public. The list includes management, the board of auditors and other boards established according to CMB requirements as listed in the annual report. PART III STAKEHOLDERS 13. Informing Stakeholders: Stakeholders are informed through general meetings, supplier and customer meetings, strategic planning meetings, general manager meetings and departmental meetings. (Targets, changes in wages, social benefits, travel allowances and satisfaction surveys are reviewed in these meetings.) The Company shares information with customers and suppliers in every area and undertakes joint efforts to develop processes. Strategic meetings with employees are held once a year; general manager meetings are held at least four times a year. Meetings to evaluate customers and suppliers are held at least once a year and related sales and marketing departments make customer visits. 14. Contribution of Stakeholders in Management: Stakeholders contribute to management through strategic planning meetings for employees, general meetings for shareholders, supplier meetings, customer meetings and customer visits. 15. Human Resources Policy: Relations with employees are managed by the Human Resources Department. Our human resources policy aims to: -Establish an organizational structure that is flexible and open to change, while ensuring that human resources are used effectively and productively to achieve the Company s strategic goals; -Continually review and improve the Company s human resources processes and systems, and encourage employees to learn so that they might improve their knowledge, competencies, and behavior, thus enhancing their individual performance as well as the performances of their teams and the Company; -Create opportunities for personal and career development that respond to the needs of the Company and reflect performance evaluation results; -Attract employees who have the right competencies for their jobs: who are creative, innovative, participative, open to change, entrepreneurial, energetic and strong communicators; who want to develop personally and professionally and who are able to train others; who share our values; To date, there have been no complaints of discrimination from Company employees. 9

11 ECZACIBASI YAPI GERECLERI SAN. VE TIC. A.S. BOARD OF DIRECTORS ANNUAL REPORT PREPARED PURSUANT TO COMMUNIQUE SERIAL:XI NO: Information about Relations with Customers and Suppliers: Customer satisfaction is evaluated through semi-annual surveys carried out by wholesalers and retailers in Turkey and international markets. Apart from surveys, the Company organizes retailer meetings, visits, and trips to the plant. A supplier satisfaction survey is held once a year on Suppliers Day. 17. Social Responsibility: The Company supports many social, cultural and sports activities, in line with the principles of the Eczacıbaşı Group. There are no legal claims on the Company related to environmental pollution. PART IV BOARD OF DIRECTORS 18. Structure and Composition of Board of Directors and Independent Members: The Board of Directors consists of 7 members, one of which is an executive officer. Bülent Eczacıbaşı Erdal Karamercan Haluk Bayraktar Hüsamettin Onanç Mustafa Sacit Basmacı Atalay Muharrem Gümrah Ahmet Tahsin Yamaner Chairman Vice Chairman Member-General Manager Member Member Member Member The Board does not have any independent members. The Company s view is that independent members are not needed since the Board is careful to listen to the views of shareholders and outsources consultancy services when required. 19. Qualifications of Board Members: The structure of the Board of Directors is in accordance with Articles 3.1.1, and of the CMB s Corporate Governance Principles. Related procedures, however, are not included in the Company s articles of association. 20. Mission, Vision and Strategic Targets of the Company: The Board of Directors vision for EYAP in 2009 was to make VitrA an internationally recognized brand offering complete bathroom solutions. Its 2009 strategic targets, in line with the Eczacıbaşı Group s three-year strategic plan for the Building Products Division, were to defend its market leadership in Turkey, expand international sales of branded products, reinforce its financial structure and improve its profitability. The Board of Directors reviews these targets at monthly meetings. 21. Risk Management and Internal Control Mechanism: The Company receives support on every issue from the Audit Committee, which comprises two members of the Board of Directors, as well as from the Financial Coordination Unit of Eczacıbaşı Holding and the Company s independent auditor. 10

12 ECZACIBASI YAPI GERECLERI SAN. VE TIC. A.S. BOARD OF DIRECTORS ANNUAL REPORT PREPARED PURSUANT TO COMMUNIQUE SERIAL:XI NO: Authorization and Duties of Board Members and Directors: These are clearly defined in the articles of association. 23. Operating Principles of the Board of Directors: The Chairman assigns the General Manager the duty of preparing the agenda of Board meetings. Over the year, the Board held 27 meetings that were attended by a majority of the members. Invitations were made by phone or . The office of the Vice President of the Building Products Division is responsible for organizing meetings and distributing related information No member opposed the Board s resolutions during the year. All Board members have attended meetings on the subjects listed in Part IV, Article of the CMB s Corporate Governance Principles. None of the members have special voting or veto rights. 24. Prohibition on Transactions with the Company and Competition: In line with the general principles of the Eczacibasi Group, no member of the Board of Directors can make a transaction with the Company. 25. Ethical Rules: The Company abides by the ethical rules of the Eczacıbaşı Group. These are distributed to all employees in written format but are not disclosed to the public. 26. Number, Structure and Independence of Committees established by the Board of Directors: The Board only has one Corporate Governance committee, the Audit Committee. The reason for this is that the Company outsources consultancy services when needed. 27. Financial Benefits provided to the Board of Directors: In accordance with the decisions of the general assembly, members of the Board of Directors do not receive wages, make financial transactions with the Company, nor receive performance awards. In 2009, no member of the Board of Directors received guarantees, credit or loans from the Company. 11

13 CONVENIENCE TRANSLATION INTO ENGLISH OF CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD 1 JANUARY - 31 DECEMBER 2009 TOGETHER WITH INDEPENDENT AUDITOR S REPORT 12

14 Başaran Nas Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. a member of PricewaterhouseCoopers BJK Plaza, Süleyman Seba Caddesi No:48 B Blok Kat 9 Akaretler Beşiktaş İstanbul-Turkey Telephone +90 (212) Facsimile +90 (212) CONVENIENCE TRANSLATION INTO ENGLISH OF INDEPENDENT AUDITOR S REPORT ORIGINALLY ISSUED IN TURKISH INDEPENDENT AUDITOR S REPORT To the Board of Directors of Eczacıbaşı Yapı Gereçleri Sanayi ve Ticaret A.Ş. 1. We have audited the accompanying consolidated financial statements of Eczacıbaşı Yapı Gereçleri Sanayi ve Ticaret A.Ş. and its subsidiaries (the Group ) which comprise the consolidated balance sheet as of 31 December 2009 and the consolidated statement of income, consolidated statement of changes in shareholders equity and the consolidated statement of cash flows for the year then ended and a summary of significant accounting policies and other explanatory notes. Management s Responsibility for the Financial Statements 2. The Group management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with the financial reporting standards issued by the Capital Markets Board ( CMB ). This responsibility includes, designing, implementing and maintaining internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error, selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. Auditor s Responsibility 3. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with the auditing standards issued by the CMB. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the consolidated financial statements are free from material misstatement. 13

15 Opinion An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained in sufficient and appropriate to provide a basis for our audit opinion. 4. In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of Eczacıbaşı Yapı Gereçleri Sanayi ve Ticaret A.Ş. as of 31 December 2009, and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with the financial reporting standards issued by the CMB (Note 2). Additional paragraph for convenience translation into English 5. The accounting principles described in Note 2 to the consolidated financial statements differ from International Financial Reporting Standards ( IFRS ) issued by the International Accounting Standards Board with respect to the application of inflation accounting for the period between 1 January - 31 December Accordingly, the accompanying consolidated financial statements are not intended to present the consolidated financial position and results of operations of the Group in accordance with IFRS. Başaran Nas Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. a member of PricewaterhouseCoopers Originally issued and signed in Turkish Coşkun Şen, SMMM Partner Istanbul, 15 March

16 CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD 1 JANUARY - 31 DECEMBER 2009 CONTENTS PAGE CONSOLIDATED BALANCE SHEETS CONSOLIDATED STATEMENTS OF INCOME... 3 CONSOLIDATED COMPREHENSIVE STATEMENTS OF INCOME... 4 CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY... 5 CONSOLIDATED STATEMENTS OF CASH FLOW NOTE 1 ORGANISATION AND NATURE OF OPERATIONS NOTE 2 BASIS OF PRESENTATION OF FINANCIAL STATEMENTS NOTE 3 BUSINESS COMBINATIONS NOTE 4 SEGMENT REPORTING NOTE 5 CASH AND CASH EQUIVALENTS NOTE 6 FINANCIAL INVESTMENTS NOTE 7 FINANCIAL LIABILITIES NOTE 8 TRADE RECEIVABLES AND PAYABLES NOTE 9 OTHER RECEIVABLES AND PAYABLES NOTE 10 INVENTORIES NOTE 11 PROPERTY, PLANT AND EQUIPMENT NOTE 12 INTANGIBLE ASSETS NOTE 13 GOODWILL NOTE 14 GOVERNMENT GRANTS NOTE 15 PROVISIONS, CONTINGENT ASSETS AND LIABILITIES NOTE 16 EMPLOYEE BENEFITS NOTE 17 OTHER ASSETS AND LIABILITIES NOTE 18 EQUITY NOTE 19 REVENUE AND COST OF SALES NOTE 20 EXPENSES BY NATURE NOTE 21 OTHER OPERATING INCOME/EXPENSES NOTE 22 FINANCIAL INCOME NOTE 23 FINANCIAL EXPENSES NOTE 24 TAX ASSETS AND LIABILITIES NOTE 25 EARNINGS PER SHARE NOTE 26 TRANSACTIONS AND BALANCES WITH RELATED PARTIES NOTE 27 FINANCIAL RISK MANAGEMENT NOTE 28 FINANCIAL INSTRUMENTS NOTE 29 EVENTS AFTER THE BALANCE SHEET DATE

17 CONSOLIDATED BALANCE SHEETS AT 31 DECEMBER 2009 AND 2008 ASSETS Notes Current assets: Cash and cash equivalents 5 25,012,485 38,533,767 Trade receivables 8 14,924,793 10,428,148 Due from related parties 26 92,234,000 76,200,736 Other receivables 9 7,053,485 5,258,738 Inventories 10 57,576,479 66,645,278 Other current assets 17 5,345,162 4,101,561 Total current assets 202,146, ,168,228 Non-current assets: Other receivables 9 73,154 51,320 Financial investments 6 4,370,041 4,370,041 Property, plant and equipment ,019, ,495,039 Intangible assets 12 87,112,324 88,569,557 Goodwill 13 32,183,470 32,183,470 Deferred income tax assets 24 1,543, ,182 Other non-current assets 17 1,239,840 1,309,049 Total non-current assets 314,541, ,216,658 Total assets 516,688, ,384,886 The accompanying notes form an integral part of these consolidated financial statements. 16

18 CONSOLIDATED BALANCE SHEETS AT 31 DECEMBER 2009 AND 2008 LIABILITIES Notes Current liabilities: Financial liabilities 7 138,743, ,411,204 Trade payables 8 63,690,390 42,619,839 Due to related parties 26 4,386,279 8,921,150 Other payables 9 7,741,732 4,814,753 Current income tax liabilities 24 1,344, ,972 Provisions 15 11,588,399 11,950,799 Other current liabilities 17 11,305,124 14,929,906 Total current liabilities 238,799, ,779,623 Non-current liabilities: Financial liabilities 7 130,745,175 80,913,688 Provisions for employee benefits 16 17,012,611 15,211,123 Deferred income tax liabilities 24 25,920,547 27,844,457 Provisions ,319 1,333,290 Total non-current liabilities 173,841, ,302,558 Total liabilities 412,640, ,082,181 EQUITY Attributable to equity holders of the parent 18 98,654, ,262,544 Share capital ,830, ,000,000 Additional contribution to shareholders equity related to merger 18 4,555,100 - Restricted reserves 18 2,058,373 1,303,016 Translation reserve 18 10,542,660 9,777,150 Retained earnings 18 (14,441,272) 76,603,199 Net loss for the period 18 (16,891,412) (85,420,821) Minority interests 18 5,392,939 10,040,161 Total equity 104,047, ,302,705 Total liabilities and equity 516,688, ,384,886 Commitments, contingent assets and liabilities 15 The accompanying notes form an integral part of these consolidated financial statements. 17

19 CONSOLIDATED STATEMENTS OF INCOME FOR THE YEARS ENDED 31 DECEMBER 2009 AND 2008 Notes Revenue 4, ,690, ,207,691 Cost of sales (-) 4, 20 (303,141,012) (252,986,750) GROSS PROFIT 181,549, ,220,941 Marketing, selling and distribution expenses (-) 20 (114,451,400) (86,979,660) General administrative expenses (-) 20 (56,828,824) (66,544,558) Research and development expenses (-) 20 (6,936,967) (5,105,264) Other operating income 21 2,953,945 2,551,682 Other operating expense (-) 21 (2,592,664) (1,615,132) OPERATING PROFIT / (LOSS) 3,693,987 (28,471,991) Financial income 22 42,376,785 36,036,131 Financial expense (-) 23 (58,930,419) (89,845,366) LOSS BEFORE TAX (12,859,647) (82,281,226) Income tax expense - Taxes on income (6,545,235) (800,336) - Deferred income tax income/(expense) 24 2,849,489 (2,328,892) NET LOSS (16,555,393) (85,410,454) Net loss attributable to: - Equity holders of the parent (16,891,412) (85,420,821) - Minority interests 336,019 10,367 (16,555,393) (85,410,454) Losses per 1,000 shares (Kr) 25 (0.78) (14.61) The accompanying notes form an integral part of these consolidated financial statements. 18

20 CONSOLIDATED COMPREHENSIVE STATEMENTS OF INCOME FOR THE YEARS ENDED 31 DECEMBER 2009 AND 2008 NET LOSS (16,555,393) (85,410,454) Other comprehensive income: Translation reserve 868,616 10,808,257 Other comprehensive income 868,616 10,808,257 TOTAL COMPREHENSIVE LOSS (15,686,777) (74,602,197) TOTAL COMPREHENSIVE LOSS ATTRIBUTABLE TO: - Equity holders of the parent (16,125,902) (75,643,671) - Minority interests 439,125 1,041,474 (15,686,777) (74,602,197) The accompanying notes form an integral part of these consolidated financial statements. 19