English version - Hexagon Composites ASA

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COMROD COMMUNICATION ASA – LISTING ON THE OSLO STOCK EXCHANGE based on the income statement and balance sheet for Comrod AS, Fidulerc SA and Lerc SA which has been subject to a review by Ernst & Young. The balance sheet for Comrod Communication ASA as of 30 September 2006 is the draft opening demerger balance for Comrod Communication ASA according to the demerger plan between Hexagon Composites ASA and Comrod Communication ASA as of 29 September 2006. The pro forma financial information addresses a hypothetical situation and, therefore, does not represent what the income statement or balance sheet would actually had been if the transactions had in fact occurred on those dates, and is not representative of the results of operations for any future period. Accounting principles for the IFRS pro forma accounts are prepared applying the same accounting principles as stated in section 7.1. The pro forma financial information has been prepared based on the requirements of Annex II of the Prospectus Directive Regulation EU Regulation 809/2004 and CESR’s Level 3 guidance. The Fidulerc SA and Lerc SA figures shown in the following proforma tables 7.4.2 – 7.4.4 are adjusted to IFRS. The most important effects between FGAAP (French Generally Accepted Accounting Principles) and IFRS is detailed in Appendix 9. Ernst & Young has performed a review of the pro forma adjustments in the IFRS pro forma accounts for the year 2005 and for the nine month period ended 30 September 2006. The review report in respect of the pro forma adjustments is prepared in accordance with International Standard on Assurance Engagements 3000. Please refer to a separate statement in Appendix 5. The pro forma adjustments, as described in more detail below, are based on available information and certain assumptions. The Comrod Communication ASA group pro forma financial information has been prepared for illustrative purposes only and is not intended to represent what Comrod Communication ASA group financial position or results of operations would actually have been if the demerger had occurred on an earlier date and Comrod Communication ASA had operated as a separate group. Due to its nature, there is uncertainty related to the pro forma financial statements. The pro forma financial information should be read in conjunction with the Comrod AS annual report for 2005, included in Appendix 2 and the interim report for the period ending 30 September 2006, included in Appendix 3. Reference is made to Appendix 3, note 4, “Business Combinations”, were the acquisition of the Power operations is described. It is not possible to give reliable information of revenue and profit and loss for the Power operations for the years 2005 and 2006. This is due to the fact that Comrod AS purchased only a division of Eltek Energy ASA which did not have separate reliable financial information for this division’s separate revenues, costs and profit and loss. Hence, no pro forma adjustments have been prepared related to this division in the pro forma financial information for the years 2005 and 2006 below. 7.4.1 Preliminary Purchase Price Allocation Fidulerc SA The Company has performed a purchase price allocation of the assets acquired from Fidulerc SA . The valuation is performed in accordance with IFRS 3 which requires that intangible assets have to be recognised as assets apart from goodwill, and based on the principles described in the summary of significant accounting principles. The purpose of the purchase price allocation is to allocate the excess purchase price (purchase price above net fair value of assets acquired). Reference is made to appendix 3 which is the 3 rd quarter 2006 reporting for the Comrod AS group prepared in accordance with IAS 34, note 4, where the purchase price allocation is presented. Below is a short description of the purchase price allocation. The excess purchase price is calculated to TNOK 47,941 based on a purchase price of TNOK 93,633 and net assets of TNOK 45,692. Below is a summary of the fair value of the acquired assets: 75
COMROD COMMUNICATION ASA – LISTING ON THE OSLO STOCK EXCHANGE TNOK Net assets 45 692 Fixed asset 10 800 Goodwill 29 230 Customer relationship 11 507 Deferred tax -3 596 Purchase price 93 633 The figures above are not finalized and may be changed in subsequent periods. 7.4.2 Pro forma income information for the period ended 31 December 2005 The following table shows the pro forma figures and related adjustments that have been made to the income information data for the year ended 31 December 2005. The pro forma income information is prepared as if the acquisition was effected 1 January 2005. (in NOK 1000) 2005 2005 2005 2005 2005 01.01.-31.12. 01.01.-31.12. 01.01.-31.12. 01.01.-31.12. 01.01.-31.12 Comrod Communication ASA IFRS Comrod AS IFRS Lerc/Fidulerc Proforma adjustments Note 1-3 IFRS Proforma Operating revenues 0 109 559 101 680 211 239 Operating expenses 0 0 0 Cost of materials 30 568 36 858 67 426 Payroll and social security expenses 38 132 14 794 52 926 Depreciation 2 522 2 753 3 459 8 734 Other operating expenses 13 995 36 079 50 074 Total operating expenses 0 85 217 90 484 3 459 179 160 Operating profit/loss 0 24 342 11 195 - 3 459 32 079 Financial income/expenses Interest received 136 302 438 Other financial income 2 982 529 3 511 Interest paid to Hexagon-group -1 051 -1 051 Other interest paid -235 -1 110 -5 793 -7 138 Other financial expenses -460 -616 -1 076 Net financial income/expenses 0 1 372 -895 -5 793 -5 316 Profit before tax 0 25 714 10 300 -9 251 26 763 Taxes 0 7 296 3 700 -2 014 8 983 Profit for the year 0 18 418 6 600 -7 238 17 780 Pro forma adjustment comments: 1. “Depreciation”: TNOK 3,459 is 1 year estimated depreciation of surplus values allocated to customer relationship, property plant and equipment and machinery and equipment, according to purchase price allocation. 76
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