English version - Hexagon Composites ASA

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COMROD COMMUNICATION ASA – LISTING ON THE OSLO STOCK EXCHANGE (in NOK 1000) 2006 2006 2006 2006 2006 2006 2006 30.sep 30.sep 30.sep 30.sep 30.sep 30.sep 30.sep Proforma adjustment Eliminations Comrod Proforma Demerger, Comrod Fidulerc/ IFRS Communication ASA Note –13 - 16 adjustments effective AS Lerc Proforma 2007 Note 7 - 12 Note 17 EQUITY AND LIABILITIES Equity Share capital 1 000 12 704 1 500 3 069 -4 569 3 235 16 939 Other paid-in capital 27 805 4 996 -4 996 52 432 80 237 Other reserves 678 0 678 Other equity 4 467 43 655 -64 317 -16 195 Total equity 1 000 40 509 11 641 46 725 -73 882 55 667 81 659 Liabilities Non-current liabilities Pension obligations 0 6 884 3 052 0 9 936 Deferred tax 0 679 679 Other long-term debt 0 153 841 978 1 779 -54 675 101 922 Total non-current liabilities 0 0 160 725 4 030 2 458 -54 675 112 537 Current liabilities Liabilities to financial institutions 0 3 879 3 879 Accounts payable 0 5 437 10 528 0 15 965 Public duties payable 0 2 205 3 577 0 5 782 Current liabilities to Hexagon-group 0 25 366 0 -25 366 0 Other current liabilities 0 5 924 12 803 0 18 727 Total current liabilities 0 0 38 932 30 788 0 -25 366 44 354 Total liabilities 0 0 199 656 34 818 2 458 -80 041 156 891 Total equity and liabilities 1 000 40 509 211 297 81 543 -71 424 -24 374 238 550 Pro forma adjustment comments: 7. “Goodwill”: TNOK 29,793 preliminary estimate of goodwill in connection with the acquisition of Fidulerc SA/Lerc SA and adjustment regarding acquisition Power. 8. “Other intangible assets”: TNOK 11,533 preliminary estimate of other intangible assets in connection with the acquisition of Fidulerc SA/Lerc SA. 9. “Tangible fixed assets”: TNOK 11,008 (3,790 + 7,218) is the difference between fair value and book value in connection with the acquisition of Fidulerc SA/Lerc SA. 10. “Investments in subsidiaries”: TNOK 121,302 is the book value of the shares in Comrod AS and Fidulerc SA. 11. “Other long term debt”: TNOK 1,779 is change in currency related to long term debt designated for hedging in net investment foreign subsidiary. 12. “Taxes”: TNOK - 3,135 (- 2,456 – 679) is related to the above mentioned eliminations. 2,456 are reclassified from Deferred tax assets to Deferred tax. Net Deferred tax 30.9.2006 is 679. 13. “Other long term debt”: TNOK – 54,675 (-55,667 + 100,000 – 99,008). -55,667 is assumed increase in share capital and other paid in capital related to debt conversion to bring Hexagon 79
COMROD COMMUNICATION ASA – LISTING ON THE OSLO STOCK EXCHANGE Composites ASA to 25% ownership. TNOK 100,000 is assumed external long term debt from financial institution. TNOK – 99,008 is reduction in long term debt to Hexagon Composites ASA related to set off and repayment (See comment 14, 15 and 16). 14. “Receivables Hexagon Group”: TNOK – 45,361 is set off between receivables Hexagon Group and debt Hexagon Group. 15. “Current liabilities Hexagon Group”: TNOK – 25,366 is assumed repayment of debt to Hexagon Group. 16. “Bank deposits and cash”: TNOK 20,987 is the remaining cash from new long term debt from financial institution after repayment and set of to Hexagon Group. 17. Proforma adjustment according to the Demerger. See section 4.2. All of the adjustments listed above (excluding 13 – 17) will also apply for and impact the financial statements going forward. Assuming that the Demerger and the stock exchange listing are completed adjustment 13 – 17 will also affect the financial statements going forward. 7.4.5 Auditor statement An auditor statement regarding the pro forma adjustments has been received from the Company’s auditor, Ernst & Young AS, and can be found in Appendix 5. 7.5 Annual report for Comrod Communication ASA Comrod Communication ASA was incorporated 19 September 2006. There has been no activity in the Company since the incorporation and till the Effective Date of the Demerger, there will be no such activity. See chapter 4 for more information about the Demerger. See Appendix 6 for the complete annual report for 2006 for Comrod Communication ASA. 7.6 Capital resources 7.6.1 Capitalization and indebtedness As of 30 September 2006 Comrod AS was participating in a corporate cash and overdraft system. Therefore the cash in the balance sheet before the Demerger mainly consists of tied-up capital, and cash contributions to the corporate cash system are categorized as receivables from the Hexagon group. Long-term loans are also internal loans to Hexagon Composites. On this background the best overview of the capitalization of the Company is a combination of the pro-forma balance sheet and committed new bank loans. 80
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