English version - Hexagon Composites ASA

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COMROD COMMUNICATION ASA – LISTING ON THE OSLO STOCK EXCHANGE Comrod Communication ASA Financial Statements 2006 NOTE 3 UNCERTAINTY OF ESTIMATES There are no significant accounting estimates in the financial statements for 2006. NOTE 4 TAX Tax expense: 2006 Income tax payable 147 Change in deferred tax 0 Tax expense 147 2006 Income tax payable for the year 147 Total income tax payable 147 2 006 Profit/loss before tax 526 Tax based on tax rate in Norway 147 Tax expense 147 Effective tax rate 28,0 % Deferred tax assets and deferred tax liabilities: There are no taxable temporary differences at the end of 2006. NOTE 5 EARNINGS PER SHARE Earnings per share is calculated by dividing profit for the year by the weighted average number of shares outstanding. As there are no outstanding share options, diluted earnings per share is not calculated. 2006 Profit for the year 379 Profit for the year flowing to holders of ordinary shares 379 Weighted average number of shares outstanding 31.12.2006 Ordinary shares issued 19.09.2006 1 000 000 Weighted average number of shares outstanding 31.12.2006 1 000 000 Earnings per share 0,00 Comrod Communication ASA Financial Statements 2006 NOTE 6 PAYROLL AND NUMBERS OF EMPLOYEES 2006 Salaries/fees 0 Total payroll costs 0 Average number of employees: 0 No salaries or fees have been paid to the General Manager or members of the Board in 2006. No loans have been granted or guarantees pledged to the General Manager, members of the Board or other related parties. NOTE 7 CASH & CASH EQUIVALENTS 2006 Cash at bank and in hand 1 000 526 Cash & cash equivalents in balance sheet 1 000 526 Bank overdrafts 0 Cash & cash equivalents in cash flow statement 1 000 526 Restricted funds 0 Interest rate bank deposits 0,25 % NOTE 8 SHARE CAPITAL 2006 Ordinary shares of NOK 1,00 each 1 000 000 Total number of shares 1 000 000 The company’s share capital consists of one class of shares. Changes in share capital Ordinary shares Number of Share shares capital 2006 2006 Issued and paid 19.09.2006 1 000 000 1 000 000 Issued and paid 31.12.2006 1 000 000 1 000 000 Shareholders at 31.12.2006 Number of shares Shareholding % Hexagon Composites ASA 1 000 000 100,00 % TOTAL 1 000 000 100,00 % 125
COMROD COMMUNICATION ASA – LISTING ON THE OSLO STOCK EXCHANGE Comrod Communication ASA Financial Statements 2006 NOTE 9 EQUITY Changes in equity Share capital Other equity Total Balance 19.09.2006 1 000 000 0 1 000 000 Profit/loss for the year 379 379 Balance 31.12.2006 1 000 000 379 1 000 379 The costs related to the incorporation of the company, the Demerger and the listing of the company at The Oslo Stock Exchange will be paid by Hexagon Composites ASA. Comrod Communication ASA will have no expenses related to the Demerger. NOTE 9 FINANCIAL MARKET RISK As of 31.12.2006 the company´s only asset is a bank deposit of NOK 1.000.526,-. In addition there has not been any operating activity in 2006. As a result of this there is no significant financial market risk. In 2007 activities will increase as an effect of the Demerger from Hexagon Composites ASA. Financial strategy will be revised in line with the new activities and risks. NOTE 10 RELATED PARTY TRANSACTIONS The company´s related parties consist of Hexagon Composites ASA and its subsidiaries, the main shareholders of Hexagon Composites ASA, members of the board and management. Except the payment of share capital, there have not been any transactions between the related parties in 2006. The Company has entered into an agreement to purchase administrative services from Hexagon Composites ASA in 2007. These services will mainly be related to assistance with the financial reporting and Investor Relations. The background for this agreement is to ensure that Comrod Communication ASA can benefit from the expertise within Hexagon during the first phase as a listed company. The above mentioned management agreement has been entered into as part of the Company’s ordinary operations and at arms length terms. The agreement has been entered into at market terms and can be terminated at one months notice. Monthly expense is NOK 100 000. For management compensation, see note 6. Auditor There has been no auditors fee in 2006. Comrod Communication ASA Financial Statements 2006 NOTE 11 EVENTS AFTER THE BALANCE SHEET DATE The Demerger of the Communication Business in Hexagon Composites ASA into Comrod Communication ASA is expected to occur on or about 17 January 2007. As soon as practicable thereafter Comrod Communication ASA will be listed on the Oslo Stock Exchange, which is expected to occur on or about 22 January 2007. Under the Demerger, an independent group will be established under Comrod Communication ASA to continue the Communication Business, and the assets, rights and liabilities primarily related to the Communication Business, which is held by Comrod AS and its subsidiaries Fidulerc SA and Lerc SA, will be transferred from Hexagon Composites ASA to Comrod Communication ASA by means of a demerger transaction effected in accordance with Norwegian law. In connection with the Demerger Comrod Communication ASAs share capital will be increased by NOK 12 703 987 from NOK 1 000 000 to NOK 13 703 987 through the issue of 12 703 987 new Shares each with a par value of NOK 1,00 in the ratio of one Share per 10 Hexagon Composites ASA Shares. The Share Premium Fund will be increased from NOK 0,00 to NOK 27 804 542. Prior to the Completion of the Demerger there will be an additional directed issue of new Shares at market value towards Hexagon, to be subscribed, paid and registered simultaneously as the Completion of the Demerger, designed to give Hexagon a 25.00 % ownership interest in Comrod following the Demerger. Payment for the shares in the directed issue will be done through conversion of debt of approximately MNOK 55, which will arrise in connection with the demerger, from Comrod Communication ASA to Hexagon Composites ASA. 126
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