Financial Statement - Utimaco

Fiscal Year 2003/2004
Financial Statement of Utimaco Safeware AG

A S S E T S Apendix 30th June 2004 Previous year
A. Fixed Assets
I. Intangible assets
1 Data-processing software 464,676.00 198,568.00
2 Goodwill II.1 1,279,692.00 1,535,631.28
1,744,368.00 1,734,199.28
II. Property, plant and equipment
1 Tenant's fixtures and fittings 144,118.00 160,602.00
2 Other capital assets, operating and business fittings 432,514.00 131,934.00
576,632.00 292,536.00
III. Financial assets
1 Shares in affiliated companies II.2 1,246,118.90 1,246,118.90
2 Equity holdings II.3 2.00 50,001.00
3 Loans to companies in which there is an equity holding II.4 0.00 417,503.00
4 Securities classified as fixed assets 38,608.08 40,766.04
1,284,728.98 1,754,388.94
Euros
Euros
B. Current assets
3,605,728.98 3,781,124.22
I. Inventories II.5
1 Work in progress 100,512.34 29,493.86
2 Finished products and goods 440,468.24 341,813.63
3 Payments on account 49,140.00 28,380.80
590,120.58 399,688.29
II. Accounts receivable and other assets
1 Accounts receivable, trade
of which with a remaining term before repayment of more than one year: € 0 (previous year: € 0) 4,324,571.35 3,423,583.17
2 Receivables against affiliated companies
of which with a remaining term before repayment of more than one year: € 0 (previous year: € 0) II.6 1,335,976.49 1.254.201,22
3 Receivables against companies in which there is an equity holding
of which with a remaining term before repayment of more than one year: € 0 (previous year: € 0) II.7 0.00 0,00
4 Other assets
of which with a remaining term before repayment of more than one year: € 82,030.26
(previous year: € 678,181.05) II.8 474,730.23 720,026.13
6,135,278.07 5,397,810.52
III. Securities
Equity holdings II.9 0.00 2,976,800.00
IV. Checks, cash in hand, and credit at credit institutions 14,926,353.38 1,258,604.19
21,651,752.03 10,032,903.00
C. Deferred items 156,915.87 112,877.80
25,414,396.88 13,926,905.02
T O T A L E Q U I T Y & L I A B I L I T I E S
A. Equity capital II.10
I. Share capital
for information purposes: 13,996,914.00 6,227,243.00
- authorized but unissued capital: € 1,463,317.00 (previous year: € 571,428.00)
- approved capital: € 6,227,243.00 (previous year: € 3,113,621.00)
II. Capital reserve 33,267,176.88 29,485,675.68
III. Net loss -30,324,979.92 -31,896,217.20
16,939,110.96 3,816,701.48
B. Reserves
1 Reserves for pensions and similar obligations 756,684.00 767,802.02
2 Provisions for taxation 154,200.00 0.00
3 Other provisions II.11 2,086,758.66 1,916,044.05
2,997,642.66 2,683,846.07
C. Liabilities II.12
1 Liabilities towards credit institutions
- of which with a remaining term before repayment of up to one year: € 2,582.64 (previous year: € 1,072,958.16) 2,582.64 1,072,958.16
2 Accounts payable from deliveries and services
- of which with a remaining term before repayment of up to one year: € 969,872.79 (previous year: € 381,919.09) 969,872.79 381,919.09
3 Liabilities towards affiliated companies
- of which with a remaining term before repayment of up to one year: € 1,425,366.75 ( previous year: € 1,550,133.99) 1,425,366.75 1,550,133.99
4 Liabilities towards companies in which
there is a equity holding
- of which with a remaining term before repayment of up to one year: € 0.00 ( previous year: € 64,043.97) 0.00 64,043.97
5 Other Liabilities
- of which with a remaining term before repayment of up to one year: € 1,075,399.77 ( previous year: € 1,207,527.12)
- of which from taxes: € 338,901.63 (previous year: € 513,011.73)
- of which involve social insurance: € 220,550.75 (previous year: € 216,289.37) 1,075,399.77 2,557,527.12
3,473,221.95 5,626,582.33
D. Deferred items II.13 2,004,421.31 1,799,775.14
25,414,396.88 13,926,905.02

Utimaco Safeware AG, Oberursel, Germany
Profit and Loss Statement
for the period between the 1st July 2003 and 30th June 2004
Appendix 2003/2004 2002/2003
Euros
Euros
1 Sales revenues III.1 22,185,941.62 20,783,375.32
2 Manufacturing costs of services performed to achieve sales revenues III.2 -5,024,704.23 -5,771,200.71
3 Gross result from sales 17,161,237.00 15,012,174.61
4 Research and development expenses -3,986,116.96 -4,363,031.00
5 Sales and marketing costs -7,622,968.01 -7,471,972.17
6 General administrative costs -4,467,624.26 -3,663,075.44
7 Other operating revenues III.3 768,592.25 1,648,314.96
8 Other operating expenses III.4 -188,548.08 -599,141.40
9 Income from equity holdings III.5 530,244.28 0.00
10 Other interest and similar revenue
- of which from affiliated companies: €: 103,157.70 (previous year: €: 106,237.93) 324,970.38 226,959.94
11 Depreciations on financial assets and on securities that form part of current assets III.6 -160,051.47 -3,604,537.32
- of which to affiliated companies: €: 0.00 (previous year: € 719,712.86)
- of which to equity holdings scheduled for sell-off: € 0.00 (previous year: € 2.362 million)
12 Interest and similar expenses
- of which to affiliated companies: €: 105,657.38 (previous year: €: 79,297.34 ) III.7 -619,213.36 -291,217.88
13 Result from ordinary operations 1,740,522.16 -3,105,525.70
14 Taxes on income and revenue -168,650.07 -13,256.49
15 Other taxes -634.81 -2,837.89
16 Year-end surplus/loss 1,571,237.28 -3,121,620.08
17 Accumulated loss brought forward -31,896,217.20 -28,774,597.09
18 Net loss -30,324,979.92 -31,896,217.17

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UTIMACO SAFEWARE AG, OBERURSEL, GERMANY
APPENDIX FOR THE FISCAL YEAR 2003/2004
I. GENERAL NOTES ON THE FINANCIAL STATEMENT AND THE REPORTING AND EVALUATION
METHODS
The annual financial report for Utimaco Safeware AG, Oberursel, Germany, (also called "Utimaco"
below) has been created in accordance with the regulations specified in the German
HGB (Handelsgesetzbuch - commercial code) and AktG (Aktiengesetz - stock corporation law)
laws. As Utimaco Safeware AG is listed on the stock exchange, it is classified as a "large corporation"
as defined in Sect. 267 Para. 3 HGB.
Structure and Statement
The profit and loss statement is structured in accordance with Sect. 266 HGB.
The profit and loss statement has been created using the cost-of-sales accounting format as
defined in Sect. 275 Para. 3 HGB.
In the profit and loss statement, Research and Development costs are shown as special items
before the Sales and Marketing costs, with the application of Sect. 264 Para. 2 Article 1 and
Sect. 265 Para. 5 Article 2 HGB.
Project-related development costs are reported in the item "Cost of manufacture for providing
services for achieving net sales" from fiscal year 2003/2004 onwards. In the year under review €
487,000 (previous year: € 518,000) was spent for this purpose. To facilitate comparison, the
values from previous years for the "Research and development expenses" and "Cost of manufacture
for providing services for achieving net sales" items were adjusted.
The Communications and Insurance costs, and expenditure on the corporate IT infrastructure,
have been included in the "General Administration Costs" posting, as in the previous year, to
make the accounts more informative.
Evaluation Methods
Intangible assets and property, plant and equipment assets are stated in the balance sheet at
acquisition or manufacturing cost less scheduled depreciations through use. Scheduled depreciations
are applied linearly.
The goodwill in the company KryptoKom, acquired in the fiscal year 1999/2000, will be written
off over 10 years, since it involves the purchase of a complete commercial business that had its
own products, trade marks and 10 years of product experience.
For data-processing software and similar rights, the effective life is 1.5 to 3 years, and for fixtures,
furniture and office equipment, the effective life is mainly 3 to 10 years. Small-value capital
assets are depreciated immediately: it is assumed that they are disposed of within the fiscal
year.
Financial assets have been reported at their cost of acquisition or the lower attributable value.
Inventories have been reported at their acquisition or manufacturing costs with the application of
permitted calculation simplification methods. Finished products are evaluated at their cost of

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manufacture. The manufacturing costs include the direct material and production costs and also
reasonable elements of the necessary material production overheads and the depreciation caused
by production. Apart from that reasonable elements of the administrative overheads are
included, but not interest for external capital. Unfinished products are evaluated at their level of
completion. All recognizable risks related to the inventory assets resulting from decreased
useability are accounted for through appropriate devaluations. The lower of cost or market value
principle was applied.
Receivables and other assets are evaluated at their nominal value or lower current value on the
reporting date. Recognisable individual risks are covered by individual bad debt allowances.
The general risk exposure is represented by a provision of 1% across-the-board on all nonindividual
receivables.
Liquid assets have been reported at their nominal value.
Pension obligations have been calculated using the partial value procedure in accordance with
Sect. 6 a of German income tax law with the application of insurance-industry-specific mathematical
methods, based on an interest rate of 6%. This procedure is also in agreement with the
base regulations for adequate and orderly accounting in commercial law. The biometric basis
for calculations is the actuarial tables for 1998 supplied by the company Heubeck-Richttafeln-
GmbH, Cologne, Germany.
All recognizable risks and uncertain liabilities are accounted for through the other reserves. For
each, the amount stated is the one that appears most probable, from a commercial viewpoint,
when the facts are examined. Provisions based on liabilities that contain a share of interest are
discounted.
The other provisions and liabilities have been reported at their probable repayment amount.
Currency conversion
Receivables and liabilities in non-Euro-equivalent currencies have been reported with their value
on the day on which the relevant business transaction occurred. Losses from exchange rate
changes on the balance sheet key date are included.

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II. DETAILS AND NOTES FOR THE PROFIT AND LOSS STATEMENT
The breakdown of asset items and their development in the fiscal year is provided in the Assets
overview, Appendix 3 (Appendix to the Supplement).
II.1
Intangible Assets
On the reporting date, the goodwill from the purchase of the KryptoKom operating business e-
qualled € 1.280 million (previous year: € 1.536 million) and will be depreciated according to plan
at an annual rate of € 256,000 over the next five years.
II.2 Shares in Affiliated Companies
There were no changes in the companies affiliated to Utimaco Safeware AG, Oberursel, Germany,
in the year under review. As of 30th June 2004, affiliated companies included:
Company, headquarters
Equity share
In %
Utimaco Beteiligungsgesellschaft mbH, Oberursel 100
Utimaco safeguard systems International GmbH, Oberursel 100
Utimaco Safeware AB, Kista, Sweden 100
Utimaco Safeware BV, Arnhem, The Netherlands 100
Utimaco Safeware Inc., Worcester, USA 100
Staines, Middlesex, England, UK 100
Utimaco Safeware Oy, Vantaa, Finland 100
Utimaco Safeware (Schweiz) AG, Urdorf, Switzerland 1) 100
Utimaco Verwaltungsgesellschaft mbH, Oberursel 100
1) indirectly via utimaco safeguard systems international GmbH, Oberursel, Germany
The two off-the-shelf companies, Utimaco Beteiligungsgesellschaft mbH and Utimaco Verwaltungsgesellschaft
mbH, were involved in no operational activites in the fiscal year, as in the previous
year.
Loans to affiliated companies
There is one loan, to Utimaco Safeware Oy, Vantaa, Finland, worth € 1.69 milion (previous year:
€ 1.587 milion) but, as in the previous year, this is fully provided for.

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II.3
Equity holdings
As of 30th June 2004, included 2004:
Company, headquarters
Equity share
In %
Gesellschaft für IT Sicherheit AG (GITS AG), Bochum 19.23
Utimaco Safeware Asia Ltd., Hong Kong 49.90
Utimaco Safeware Belgium NV, in receivership, Heverlee, Belgium 1) 41.07
1) indirectly via utimaco safeguard systems international GmbH, Oberursel, Germany
Utimaco Safeware Belgium NV, in receivership, applied for insolvency on the 16th September
2002 and is now in receivership. The company's entry has not yet been deleted from the Belgian
Commercial Register.
II.4
Loans to Companies in which there is an Equity Holding
The loan of € 418,000 to Omnikey AG, Wiesbaden, in the context of the sale of the company's
equity holding in Omnikey AG, Wiesbaden, Germany, and reported in the previous year, was
completely paid off in this fiscal year. We also refer the reader to the information about Securities
in section II.9.
In addition there is a loan to Utimaco Asia Ltd., Hong Kong, worth € 855,000 (previous year:
€ 855,000) but, as in the previous year, this is fully provided for.
II.5
Inventories
In the fiscal year, as in the previous year, no inventory valuation adjustments were necessary.
II.6
Receivables against Affiliated Companies
In the fiscal year provisions were made for receivables worth € 955,000 (previous year: € 1.159
million).
II.7
Receivables against Companies in which there is an Equity Holding
On the balance sheet key date, receivables against companies, in which there is an equity holding,
equalled € 5.225 million, as in the previous year, and, as in the previous year, they are fully
provided for.

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II.8
Other Assets
On the balance sheet key date other assets equalled € 475,000 (previous year: € 720,000).
They include the remaining amount of the purchase price due from Compumatica Secure Networks
GmbH, Aachen, worth € 250,000 (previous year: € 514,000), which is due on
31st December.
In addition the other assets include tax pre-payments of € 112,000 (previous year: € 0.00).
The rent deposit for the Aachen premises, paid in cash, as reported in the previous year, and
valued at € 155,000, was released in the reporting period and can consequently be ignored.
II.9
Securities
The company's 37.2% equity holding in Omnikey AG, Wiesbaden, Germany, reported in the
previous year, was sold off, for € 2.977 million, in the year under review. This achieved a sales
revenue of € 3.05 million. This also involved the repayment by Omnikey AG of the shareholder
loan made to that company. We also refer the reader to the information about Loans to companies
in which there is an equity holding, in section II.3.
II.10 Equity
The subscribed capital of € 13,996,914.00 is divided into 13,996,914 shareholder shares with
no nominal value. The performance of shareholders' equity was as follows in the fiscal year:
Balance as of 1st July
2003
Share capital
€
Capital reserve
€
Retained
earnings
€
Total
€
6,227,243.00 29,485,675.68 -31,896,217.20 3,816,701.48
Capital increase 6,227,243.00 2,490,897.20 - 8,718,140.20
Authorized but unissued
capital I
Authorized but unissued
capital II
Equity ratio from option
assignment
571,428.00 228,571.20 - 799,999.20
971,000.00 679,700.00 - 1,650,700.00
- 382,332.80 - 382,332.80
Year-end surplus - - 1,571,237.28 1,571,237.28
Balance as of 30th June
2004
13,996,914.00 33,267,176.88 -30,324,979.92 16,939,110.96
In the fiscal year financing packages were carried out by increasing cash capital, with subscription
right, and the issuing of a warranty bond, with the exclusion of subscription right. The entire
finance package was approved by the share-holders on the 1st August 2003 at an Extraordinary
General Meeting.
It was possible to increase the company's capital stock by € 6,227,243.00 by issuing 6,227,243
individual share certificates at an issue price of € 1.40 and a subscription ratio of 1:1, which were
all placed in the capital market, resulting in an increase in the company's cash capital of

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€ 8.718 million. The increase in the capital stock was recorded in the Commercial register on
5th September 2003.
By a resolution passed in the shareholders’ meeting on 28th November 2002 the capital stock
of the company was increased, subject to a contingency, by € 571,428, split into 571,428 owner
shares without nominal value (Authorized but unissued capital I). The limited capital increase
was for the purpose of guaranteeing the exchange privileges of the owner of the dormant equity
holding with conversion privilege, which were agreed at the General Meeting on the 28th November
2002. The owner of the dormant equity holding has made use of this exchange privilege
in the reporting period, as a result of which 571,428 individual company share certificates were
issued at the individual share issue price of € 1.40. This completely used up the Authorized but
unissued capital I in the year under review. This was recorded in the Commercial Register right
at the end of the fiscal year, on 30th July 2004.
To guarantee the warranty bond, by a resolution of the same General Meeting on 1st August
2003, the capital stock of the company was increased, subject to a contingency, by
€ 2,434,317.00, split into 2,434,317 owner shares without nominal value (Authorized but unissued
capital II). The new individual share certificates are entitled to a dividend from the start of
the fiscal year in which they are issued. The limited capital increase was for the purpose of guaranteeing
the option rights of Investcorp Technology Ventures L.P., Grand Cayman, Cayman
Islands, or one of its affiliated companies (as defined in Sect. 15 AktG), or its legal successor,
as authorised in the warranty bond that was issued in accordance with the resolution of the General
Meeting on the 1st August 2003. The individual share certificates were issued at the price
agreed in a resolution made by the General Meeting of the 1st August. The Management Board
is authorised to define the details for the issuing of individual share certificates from the restricted
capital increase. The decision to arrange this limited capital increase was recorded in
the Commercial Register on 13th August 2003. On the 8th September 2003 the warranty bond,
with 1,719,535 option rights, was issued to Investcorp Technology Ventures L.P. In the reporting
period, the owner has exercised 971,000 option rights from the warranty bond, and so
971,000 individual share certificates in the company have been issued to the owner at a unit
price of € 1.70. As a result the Authorized but unissued capital II equalled € 1,463,317 on the
reporting date, 30th June 2004. This was recorded in the Commercial Register right at the end
of the fiscal year, on 30th July 2004.
Following a decision by the General Meeting of the 26th November 2003, the Management
Board was authorised, with the agreement of the Supervisory Board, to increase the capital
stock one or more times, by the 31st October 2008, by issuing new owner shares against contributions,
up to a maximum total of € 6,227,243.00. This was recorded in the Commercial Register
on 4th February 2004. The Management Board decides with the approval of the Supervisory
Board on the exclusion of the subscription right. However the exclusion of stock rights is
only permitted,
• to implement one or more capital increases against capital subscribed in kind, especially
in the context of acquiring companies or investments in companies in the area of information
technology.
• up to an increase in the capital stock totalling € 1,245,448.00, if in individual cases a capital
increase occurs because of cash contributions that do not exceed ten percent of the
capital stock and the output amount is not significantly less than the stock exchange price
(Sect. 186 Para. 3 Article 4 AktG).
The capital reserves stem essentially from one amount worth € 29.014 million, arising from the
increase in cash capital carried out in the context of the company's stock market launch in the
fiscal year 1998/1999, and also from financing packages carried out in the fiscal year.

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Own Shares
Utimaco Safeware AG holds none of its own shares.
Warranty bond
The warranty bond issued to Investcorp Technology Ventures L.P. by the company on the 8th
September 2003 contains the registering of a loan for the total amount of € 3.439 million associated
with 1,719,535 option rights, transferred to the owner. Option rights and loans are independent
from each other and divisible. The loan is subject to interest at a rate of 3.75% p.a. The
term for the option rights and the loan are set up as follows:
• The option rights end seven years after the date on which the option rights were granted
(the "end date"). After the end date, all option rights can still be exercised over a time
period of six months. In addition, the option rights can be extended if certain prerequisites
are met, especially if the term of the loan given to the company were extended or
(but only for one year) - if Investcorp were to acquire an equity holding in the company,
by exercising all the option rights remaining to it on the end date, and this equity holding
obliged it to make a compulsory offer in accordance with the German Wertpapiererwerbs-
und Übernahmegesetz (Securities Acquisition and Takeover Act).
• The loan is due for repayment on the end date. The company can require the loan to be
repaid in full, or in partial amounts of € 1 million, at any time, with a notification period of
three months, without any termination penalty. The loan term can be extended by
agreement on amicable terms between the loan owner and the company. Equally, the
loan term will be extended if the end date extends by one more year in accordance with
the previous paragraph. If an option right is exercised in this case, the loan will be due
for repayment at the latest eight months after this occurs.
The terms of the warranty bond include anti-dilution protection. In accordance with the terms of
this protection, the issue prices for the options are adjusted to this lower price, among other
things if shares are later issued at a price that is below the existing, pre-defined issue prices,
but in no circumstances below the lowest issue price (Sect. 9 AktG).
The cash payment due to the company for each share if the option right is exercised ("issue
price") is structured as follows:
• until 31st December € 1.70
• from 1st January 2005 until 31st December 2005 € 2.10
• from 1st January 2006 until 31st December 2006 € 2.31
• from 1st January 2007 until 31st December 2007 € 2.77
• from 1st January 2007 until the end of the term for the option rights € 3.32
The option rights can be exercised completely or partially, and repeatedly, at any time during
the term for the option rights. Option rights are transferable. Shares issued when the option
rights are exercised are entitled to a dividend from the start of the company's fiscal year in
which they are issued.
Due to the issuing of the warranty bond on the 8th September 2003 the company received
funds of € 3.439 million from the loan based on the warranty bond. As the nominal interest rate
set for the warranty bond is lower than the standard interest rate on the capital market, the regulation
in Sect. 8 HGB was applied, and the amount achieved for the option rights when the
warranty bond was issued was placed in the capital reserves. The amount placed in the capital

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reserves, € 382,000, was determined using the residual method by discounting the future payment
streams for the warranty bond with a usual market interest rate of 5.7%.
On the other hand an active anticipatory deferred income/discount amount of the same value
was formed, which will be applied to the interest expenditure pro rata, over the expected runtime
of the loan.
The loan was fully repaid, including the interest due to date, on the 23rd December 2003. Due
to the repayment of the loan ahead of schedule, the deferred income/discount amount formed
before was fully dissolved, and recorded with the value of € 382,000 in the interest expenditure.
We also refer the reader to the information about Interest and similar expenses in section II.10.
When the loan from the warranty bond was repaid, a separate framework agreement was reached
with Investcorp Technology Ventures L.P. concerning the possibility of Utimaco taking up
a loan worth € 2.6 million. The maximum term of the loan framework agreement is the 5th September
2010, and it can be cancelled prematurely by Investcorp Technology Ventures L.P.,
which is providing the loan, if Utimaco, which is utilising the loan, exceeds certain liquidity criteria.
Utimaco can utilise the loan amount at any time. If it does so, interest will be charged on the
loan at a rate of 3.75% p.a. (In this context, we also refer the reader to the information about
contracts with members of the Supervisory Board).
In a contract dated 2nd February 2004 Utimaco acquired from Investcorp Technology Ventures
L.P. a total of 300,000 option rights from the warranty bond at a total price of € 150,000 and
transferred them to the directors. (In this context, we also refer the reader to the information
about equity compensation benefits for employees).
II.11 Other Provisions
The composition of other provisions is shown below:
Date
1st July 2003
€ 000
Consumption
€ 000
Amortization
€ 000
Re-assignment
€ 000
Date
30th June 2004
€ 000
Variable and other salaries 597 597 0 883 883
Outstanding untaken holidays 406 76 0 86 416
Other HR-related provisions 106 67 31 168 176
Austrian settlement claims 109 5 0 19 126
Guarantees 34 0 22 0 11
Legal and tax advice, auditing fees 311 177 22 98 210
Miscellaneous 352 284 68 264 264
1,916 1,202 143 1,515 2,087
The Austrian settlement claims involve legal claims arising from severance (redundancy) payments
for staff in our Austrian subsidiary. The basis for evaluation is insurance-industry-specific
mathematical calculations.
The remaining provisions primarily involve items from outstanding invoices and costs for the
annual report and the General Meeting.

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II.12 Liabilities
2003/2004
€ 000
Securities
2002/2003
€ 000
Liabilities towards credit institutions 3 none 1,073
Securities
of which with a term of up to 1 year 3 1,073 1)
... 1 year to 5 years 0 0
... more than 5 years 0 0
Accounts payable from deliveries and services
969 none 382 none
of which with a term of up to 1 year 969 382
... 1 year to 5 years 0 0
... more than 5 years 0 0
Liabilities towards affiliated companies 1,425 none 1,550 none
of which with a runtime of up to 1 year 1,425 1,550
... 1 year to 5 years 0 0
... more than 5 years 0 0
Liabilities towards companies in which there is
an equity holding
0 none 64 none
of which with a runtime of up to 1 year 0 64
... 1 year to 5 years 0 0
... more than 5 years 0 0
Other Liabilities 1,075 none 2,558
of which with a runtime of up to 1 year 1,075 1,208 none
... 1 year to 5 years 0 1,350 2)
... more than 5 years 0 0
1) Global transfer of the receivables from deliveries and services and pledging of 35,500 shares in
Omnikey AG.
2) Includes a loan from the Horst Görtz foundation, Neu Anspach, Germany, of € 550,000, secured
by assigning product rights.
The loan received from the Horst Görtz foundation, in the previous year, worth € 550,000, and
reported in the Other Liabilities, was fully repaid in the reporting period.
In addition, the dormant equity holding with the company MBG H Mittelständische Beteiligungsgesellschaft
Hessen mbH, Frankfurt am Main, Germany, worth € 800,000, reported here in the
previous year, was fully repaid in the reporting period by conversion into shares in Utimaco AG.
We also refer the reader to the information about Equity capital in section II.10.
II.13 Deferred Income Items
The deferred income items contain deferred sales revenues from maintenance contracts, of
which € 1.614 million (previous year: € 1.679 million) will be achieved within one year.

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III. DETAILS AND NOTES FOR THE PROFIT AND LOSS STATEMENT
III.1 Sales
The company's sales revenues were achieved in the following regions:
2003/2004
€ 000
2002/2003
€ 000
Fed. Republic of Germany 15,669 12,235
Europe excluding Germany 5,576 7,705
United States 420 481
Asia/Pacific/Africa 521 362
Total 22,186 20,783
Sales revenues are arranged in the following sales groups:
2003/2004
€ 000
2002/2003
€ 000
Software 13,780 11,555
Hardware 2,807 4,251
Maintenance 3,782 3,701
Service 1,722 903
Others 94 373
Total 22,186 20,783
Due to the application of the cost-of-sales accounting format, the following expense types are
shown separately in accordance with Sect. 285 No. 8a and 8b HGB:
III.2 Material and HR Costs
The material costs for the fiscal year consisted of the following:
2003/2004
€ 000
2002/2003
€ 000
Expenses for purchased goods 1,590 2,625
Expenses for purchased services 235 396
Total 1,825 3,022
The expenses for purchased services include primarily sales-dependent license fees for software.

Appendix III
11/18
HR expenses for the fiscal year consisted of the following:
2003/2004
€ 000
2002/2003
€ 000
Wages and salaries 9,436 9,322
Social contributions and expenses for pensions
and for support
1,854 1,727
-of which for pensions: € 52,000 (previous year: € 23,000)
Total 11,290 11,049
III.3 Other Operating Income
In the year under review the other operating revenues equalled € 769,000 (previous year:
€ 1.648 million). The main items involved were:
• Revenues from individual receivables worth € 173,000.
• Revenues from out-of-period reversals of other accruals worth € 143,000.
• Received donations worth € 119,000.
• The income from the sale of the 37.2% equity holding in Omnikey AG, Wiesbaden, Germany,
worth € 73,000.
• Rental revenues worth € 72,000.
The remaining other operating income, worth € 189,000, (previous year: € 382,000) was divided
among a multitude of smaller items.
In total the other operating income contained out-of-period items worth € 376,000 (previous
year: € 1.278 million).
III.4 Other Operating Expenses
In the fiscal year the other operating expenses equalled € 189,000 (previous year: € 599,000)
and were distributed among a multitude of smaller items.
The proportion of out-of-period expenses equalled € 14,000 (previous year: € 387,000).
III.5 Income from Equity holdings
The Income from Equity holdings includes the dividend payment by Utimaco Safeware AB,
Kista, Sweden, worth € 530,000 (previous year: € 0.00).
III.6 Depreciation of Financial Assets and Securities in Current Assets
In the fiscal year, a depreciation of financial assets worth € 160,000 (previous year:
€ 3,605,000) was carried out.
A long-term loan, worth € 103,000, was made to Utimaco Safeware Oy, Vantaa, Finland, in this
fiscal year. This loan is listed under Loans and has been fully provided for, for reasons of commercial
caution.

Appendix III
12/18
Due to the continued negative profitability of the company Gesellschaft für IT Sicherheit (GITS
AG), Bochum, shares were depreciated from € 50,000 to € 0.00.
III.7 Interest and Similar Expenses
The Interest and similar expenses items include a non cash-effective amount worth € 382,000
(previous year: € 0.00), which arose in connection with the granting of the warranty bond and
the deferred income/discount amount to be released arising from the early repayment of the
loan on which the warranty bond is based. We also refer the reader to the information about the
Warranty bond.
Out-of-period items
In addition to those items already mentioned, the company results contain additional expenses
from other periods to the value of € 104,000 (previous year: € 317,000), as well as out-of-period
revenue worth € 10,000 (previous year: € 16,000).
IV. SUPPLEMENTARY DETAILS
Contingencies and other payment obligations
The company and its Dutch subsidiary Utimaco Safeware B.V., are pursuing separate lawsuits
in the Netherlands that have arisen from the acquisition of all the shares in the current subsidiary,
Utimaco Safeware B.V., by the company in 1997.
Utimaco Safeware B.V., has legally-enforceable receivables to the value of € 780,000 against
the person who sold their shares in the company at that time. After Utimaco Safeware B.V.'s
claim was rejected in the higher court, Utimaco Safeware B.V. has undertaken a further appeal
to the Hooge Raad, the highest Dutch civil court. During this reporting period the Hooge Raad
has rescinded the judgement made in the higher court and decided to re-assess the case.
In turn the person who originally sold the company shares has made claims in court worth €
380,000 against both Utimaco and Utimaco Safeware B.V. Their claims have been denied in
both the lower and higher court. The plaintiff then applied for a review before the Hooge Raad,
the highest Dutch civil court. The appeals proceedings are yet to take place.
As part of the previously-undertaken proceedings, each of the plaintiffs have taken out surety
payments to provide legal protection. The continuation or removal of these payments also depends
on the legal procedures in the Netherlands. To sum up, in this context, the seller of the
shares is claiming around € 1.2 million damages from Utimaco, on the basis that they have suffered
commercial disadvantages by being forced to arrange the surety payment, without justification.
Utimaco considers these claims for damages to be unjustified, but has provided for what
it considers to be a reasonable amount, in its risk provisions, for reasons of commercial caution.
If the proceedings go against Utimaco Safeware B.V., in the reassessment of its case in the
higher court, this would cause an increase in the value of the holding for the shares in Utimaco
Safeware B.V. This could be examined in the light of the then current revenue picture for the
subsidiary, with regard to potential devaluations.
In addition there are contingencies arising from the arranging of surety payments for external
liabilities worth € 302,000 (previous year: € 450,000), which were for the benefit of affiliated
companies, to the value of € 207,000 (previous year: € 207,000). In addition there are letters of

Appendix III
13/18
comfort for the affiliated companies Utimaco Safeware Oy, Finland, and Utimaco Safeware Ltd.,
UK.
On the balance sheet key date there were obligations arising from longer-term maintenance,
rental and leasing contracts worth € 8.086 million (previous year: € 9.636 million) with the following
due dates:
Due € 000
of which the following
involves affiliated companies
€ 000
... within one year 1,576 0
... within two to five years 4,409 0
... after five years 2,101 0
Total 8,086 0
Employees
Taken as an average over the year, 167 members of staff were employed by the company (previous
year: 169).
Equity compensation benefits for employees
The share option program approved at the Extraordinary General Meeting on February 2nd
1999 expired on 31st January 2004.
No option rights have been issued in the reporting period, and the share issue to staff of 15, 800
shares remaining from the previous year expired on 31st January 2004, when the share option
scheme ended. The approved capital for serving the option rights, agreed at the Extraordinary
General Meeting on the 2nd February 1999, expired on 31st January 2004.
Outstanding
management options
Outstanding staff options
Outstanding options
total
Balance 1st July 2003 0 15,800 15,800
Expired options 0 -15,800 -15,800
Exercised options 0 0 0
Issued options 0 0 0
Balance 30th June 2004 0 0 0
In a contract dated 2nd February 2004, Utimaco has purchased a total of 300,000 option rights
from the warranty bond and transferred them to the directors. (In this context we also refer the
reader to the information about the Warranty bond).

Appendix III
14/18
Payments to members of company bodies
Remuneration payments to the Management Board contain both fixed and variable parts. Members
of the Management Board receive the following as a fixed remuneration: monthly salary
payments, social insurance contributions, a direct insurance premium payment equalling the
current legally-defined maximum income tax lump sum amount, as defined in Sect. 40b EstG
(Einkommensteuergesetz: German income tax law), and also a company car which is also for
personal use.
Members of the Management Board received a variable remuneration consisting of an annual
bonus calculated on the basis of individually-defined targets. No subsequent changes can be
made to these targets.
The total remuneration payments made to the Management Board in the fiscal year equalled
€ 645,000 (previous year: 465,000). Total remuneration is divided between fixed and variable
remuneration as follows:
2003/2004
€ 000
2002/2003
€ 000
Fixed remuneration 372 419
Variable remuneration 273 46
645 465
Variable remuneration includes the subscription right to the warranty bond (please also refer to
the details about Capital Interest Payments for Employees).
As of June 30, 2004 the actuarial value of pension grants to former members of the Management
Board amounts to € 496,000 (previous year: € 506,000). Pensions to the value of
€ 43,000 (previous year: € 38,000) were paid to former members of the Management Board.
In the fiscal year, payments to the Supervisory Board equalled € 90,000 (previous year:
€ 77,000).
Directors
Each member of the Management Board represents the company together with another member
of the Management Board or a holder of a general commercial power of attorney. The following
persons were members of the Management Board during the fiscal year:
Martin Wülfert, Chairman of the Management Board
Oberursel, Germany
Christian Bohne, Member of the Management Board
Bad Homburg v.d.H., Germany
Other members:
Gesellschaft für IT Sicherheit AG (GITS AG), Bochum, member of Supervisory Board
Omnikey AG, Wiesbaden, member of Supervisory Board until the 18th December 2003

Appendix III
15/18
Supervisory Board
The following persons were members of the Supervisory Board during the fiscal year:
Dr. Horst Görtz, Neu-Anspach, Supervisory Board chairperson
Entrepreneur/Managing director of the Horst Görtz Foundation
Other members:
Gesellschaft für IT Sicherheit AG (GITS AG), Bochum, chairperson of Supervisory Board
Suess Micro Tech AG, Garching, Germany, member of Supervisory Board
Helmuth Coqui, Neubiberg, deputy Supervisory Board chairperson
Company consultant
Hazem Ben-Gacem, London, Great Britain (since the 1st August 2003)
Partner Investcorp Technology Ventures L.P.
Other members:
Willtek Communications GmbH, Ismaning, Germany, member of Supervisory Board
Spectel plc, Dublin, Rep. of Ireland, member of Supervisory Board
ObjectStar Ltd., Dublin, Rep. of Ireland, member of Supervisory Board
Geralt Goder, Kelkheim, Germany
Businessman
Franz. E. Lemmerhofer, Linz, Austria, (until the 1st August 2003)
Financial director of Linz Textil Holding AG, Linz, Austria
Other members:
Interunfall Versicherung AG, Vienna, Austria, member of the Supervisory Board
Fachverband der Österr. Textilindustrie, vice president of the employer's committee
Höhere technische Bundeslehr- u. Versuchsanstalt für Textilindustrie und Datenverarbeitung,
Austria, member of board of trustees
Prof. Dr. Manfred Schlottke, Munich, Germany,
Business consultant for information and communications technology
Other members:
Aereon AG, Mainz, Germany, member of Supervisory Board
Brainloop AG, Munich, member of Supervisory Board
Norcom Information Technology AG, Munich, member of Supervisory Board
MSI Telesolutions AG, Munich, member of Supervisory Board
Viktorvox AG , Krefeld, chairperson of Supervisory Board (until the 30th November 2003)
MSH International Service AG, Frankfurt, chairperson of Supervisory Board (until the 31st August
2003).
Bernd Schroeder, Munich, Germany
Lawyer
Other members:
WPG Immobilien AG, Munich, Supervisory Board chairperson
Contracts with Supervisory Board members
Mr. Bernd Schroeder is a member of the supervisory board and also a partner of the Kraske
Härtel legal firm in Munich. The legal practice Kraske Härtel Rechtsanwälte, Munich, Germany,
was commissioned to give legal advice to Utimaco
• in the creation of a finance package consisting of an increase in cash capital and a warranty
bond

Appendix III
16/18
• in preparation for the Extraordinary General Meeting held on the 1st August 2003 and for
the General Meeting held to conclude the fiscal year 2002/2003
• in the context of the rejection of a shareholder's minutes for all the resolutions the General
Meeting held on the 1st August 2003
• in the case of the sale of company shares in Omnikey AG, Wiesbaden, and also
• in some other, smaller projects.
For their services the legal practice Kraske Härtel Rechtsanwälte, Munich, were paid fees worth
€ 104,000 (previous year: € 60,000) in the fiscal year.
Mr. Hazem Ben-Gacem is a member of the Supervisory Board and also Managing Director of
Investcorp Financial and Investment Services S.A., Neuchâtel, Switzerland. A contract for general
commercial consultancy services was drawn up between Investcorp Financial and Investment
Services S.A., Neuchâtel, Switzerland, and Utimaco. Consultancy services are requested
by Utimaco and are therefore free of charge. Only travel costs are to be repaid. In the reporting
period travel expenses due to the constultancy contract equalled € 30,000 (previous year €
0.00)
In the context of the complete repayment of the warranty bond, worth € 3.439 million, (here, we
also refer the reader to the information about the warranty bond) a loan framework agreement
was agreed between Investcorp Technology Ventures L.P. and Utimaco concerning the utilization
of a loan worth € 2.6 million by Utimaco. Utimaco can utilise the loan amount at any time. If
it does so, interest will be charged on the loan at a rate of 3.75% p.a. The loan framework
agreement has a fixed term and will end on September 5th 2005. Investcorp Technology Ventures
L.P. can cancel Utimaco's right to draw on the loan before then, and require immediate
repayment of any exercised loans, if any other shareholder acquires more shares in Utimaco
than Investcorp Technology Ventures L.P., if Investcorp Technology Ventures L.P. holds fewer
than 5% of all shares in Utimaco, or Utimaco exceeds a variety of different liquidity criteria.
In addition, Utimaco acquired 300,000 option rights from Investcorp Technology Ventures L.P.
with a contract dated 2nd February 2004 from the warranty bond resolved at the Extraordinary
General Meeting on the 1st August 2004, for a total purchase price of € 150,000. Following this
the option rights were transferred to the Directors of the company. We also refer the reader to
the information about Payments to members of company bodies.
Credit supplied to members of company bodies
In the fiscal year credits to the value of € 72,000 Euros were supplied to members of the Management
Board (previous year: € 0.00), at an interest rate equal to the 3-monthly Euro LIBOR
(European London interbank offered rate) plus 0.50%, but at least at 5.0% per annum.

Appendix III
17/18
Affiliated companies and equity holdings
The shareholders equity and results for the year for affiliated companies and equity holdings are
listed below:
Company, headquarters
Balance
sheet day *
Currency *
Equity capital
**
Annual
result **
Note
Affiliated companies
Utimaco Beteiligungsgesellschaft
mbH, Oberursel, Germany
30th June
2004
€ 22 -2
utimaco safeguard systems international
GmbH, Oberursel,
30th June
2004
€ 335 12
Utimaco Safeware AB,
Kista, Sweden
30th June
2004
SEK 3,737 2,264
Utimaco Safeware BV,
Arnhem, The Netherlands
30th June
2004
€ 858 37
Utimaco Safeware Inc.,
Worcester, USA
30th June
2004
USD -808 -419
Utimaco Safeware Ltd.,
Staines, Middlesex, England, UK
30th June
2004
GBP -367 -27
Utimaco Safeware Oy,
Vantaa, Finland
Utimaco Safeware (Switzerland)
AG,
Urdorf, Switzerland
Utimaco Verwaltungsgesellschaft
mbH, Oberursel, Germany
Equity holdings
Gesellschaft für IT Sicherheit AG
(GITS AG), Bochum
Utimaco Safeware Belgium NV,
in receivership, Heverlee, Belgium
Utimaco Safeware Asia Ltd.
Hong Kong, PR China
30th June
2004
30th June
2004
30th June
2004
31st December
2003
30th June
2002
30th June
2003
€ -136 -95 1)
CHF -133 -317
€ 23 -2
€ -37 -107 2)
€ -917 -1,562 3)
HKD -51,692 -47,337 4)
* in accordance with current Local GAAP financial statement
** according to current Local GAAP financial statement in thousands and local currency
1) Equity capital reported taking into account of a capital-replacing loan based on Finnish law, worth € 1.387 million
(previous year: € 1.387 million)
2) Figures on 31st December 2003
3) Figures on 30th June 2002. The company has been in receivership since the 16th September 2002.
4) Figures on 30th June 2003. Figures for 30th June 2004 not yet available.
Utimaco Safeware AG, Oberursel, Germany, is a large publicly-listed company as defined in
Sect. 267 HGB. It is the parent company of the previously-mentioned affiliated companies and
is therefore obliged to create a group financial statement in accordance with Sect. 290 HGB.
Utimaco Safeware AG makes use of the possibility of exempting consolidated financial statements
as of the balance sheet key date in accordance with IAS international accounting regulations
and as specified in Sect. 292a of the German Commercial Code (HGB). The group financial
statement is available for inspection in the company's premises.

Appendix III
18/18
Corporate Governance
The Management Board and Supervisory Board of Utimaco hereby declare their compliance
with the German Corporate Governance Codex and have made it permanently accessible to its
share-holders on the company's website.
Details in accordance with Sect. 160 Para. 8 AktG
Investcorp Technology Ventures, L.P., Grand Cayman, Cayman Islands acquired a voting right
share of 20.42 % in Utimaco, on the 9th September 2003, and therefore exceeded the threshold
values of 5% and 10% specified in Sect. 21 Para. 1 of WpHG (German Wertpapierhandelsgesetz:
Securities Trading Act). Investcorp holds 2,543,522 voting rights out of a total of
12,454,486 voting rights in Utimaco. The Investcorp companies (SIPCO Limited, P.O. Box 1111,
George Town, Grand Cayman, Cayman Islands; Investcorp Technology Fund Limited Partnership,
P.O. Box 1111, George Town, Grand Cayman, Cayman Islands; ITV Limited, P.O. Box
1111, George Town, Grand Cayman, Cayman Islands; Investcorp Holdings Limited, P.O. Box
1111, George Town, Grand Cayman, Cayman Islands; Investcorp S.A., 6 rue Adolphe Fischer L
1520 Luxembourg; Investcorp Investment Holdings Limited, P.O. Box 1111, George Town,
Grand Cayman, Cayman Islands as well as Investcorp Bank B.S.C., P.O. Box 5340, Manama,
Bahrain) have passed the threshold of 5% and 10% and have a voting right of 20.42%. These
voting rights have been assigned to them in accordance with Sect. 22 Para. 1 Item 1 WpHG.
CornerstoneCapital AG, Frankfurt am Main, passed the share-holding threshold of 5%, as defined
in Sect. 21 Para. 1 WpHG, on September 5th 2003. The share of voting rights of CornerstoneCapital
AG for their own shares in Utimaco is 6.47 %.
The Horst Görtz foundation, Neu Anspach, Germany, voluntarily declared on the 5th September
2003 that it holds 1,554,320 individual share certificates in Utimaco, which represents a share of
voting rights of.
Oberursel, Germany, 23rd September 2004
Martin Wülfert
Chief Executive Officer
Christian Bohne
Chief Financial Officer

Utimaco Safeware AG
Development of fixed assets on 30th June 2004
Acquisition and manufacturing costs Amortizations Book values
Balance sheet items 1st July 2003 Additions Asset retirements 30th June 2004 1st July 2003 Additions Asset retirements 30th June 2004 30th June 2004 30th June 2003
I. INTANGIBLE
ASSETS
Euros Euros Euros Euros Euros Euros Euros Euros Euros Euros
1. Data-processing software 2.031.881,52 462.415,77 93.577,43 2.400.719,86 1.833.313,52 196.307,77 93.577,43 1.936.043,86 464.676,00 198.568,00
2. Goodwill 4.339.125,17 0,00 0,00 4.339.125,17 2.803.493,89 255.939,28 0,00 3.059.433,17 1.279.692,00 1.535.631,28
Total Intangible 6.371.006,69 462.415,77 93.577,43 6.739.845,03 4.636.807,41 452.247,05 93.577,43 4.995.477,03 1.744.368,00 1.734.199,28
Assets
II. PROPERTY, PLANT AND EQUIPMENT
1. Tenant's fixtures and fittings 313.267,85 8.143,00 0,00 321.410,85 152.665,85 24.627,00 0,00 177.292,85 144.118,00 160.602,00
2. Other capital assets, operating and business fittings 1.871.946,97 452.597,94 45.133,98 2.279.410,93 1.740.012,97 149.836,32 42.952,36 1.846.896,93 432.514,00 131.934,00
Total Property, Plant and Equipment 2.185.214,82 460.740,94 45.133,98 2.600.821,78 1.892.678,82 174.463,32 42.952,36 2.024.189,78 576.632,00 292.536,00
III. FINANCIAL ASSETS
1. Shares in affiliated companies 1.965.831,76 0,00 0,00 1.965.831,76 719.712,86 0,00 0,00 719.712,86 1.246.118,90 1.246.118,90
2. Loans to affiliated companies 1.587.041,59 103.157,70 0,00 1.690.199,29 1.587.041,59 103.157,70 0,00 1.690.199,29 0,00 0,00
3. Equity holdings 556.677,12 0,00 0,00 556.677,12 506.676,12 49.999,00 0,00 556.675,12 2,00 50.001,00
4. Loans to companies in which there is an equity holding 1.272.333,91 12.443,37 425.727,00 859.050,28 854.830,91 4.219,37 0,00 859.050,28 0,00 417.503,00
5. Securities classified as fixed assets 41.759,76 517,44 0,00 42.277,20 993,72 2.675,40 0,00 3.669,12 38.608,08 40.766,04
Total Financial Assets 5.423.644,14 116.118,51 425.727,00 5.114.035,65 3.669.255,20 160.051,47 0,00 3.829.306,67 1.284.728,98 1.754.388,94
TOTAL FIXED ASSETS 13.979.865,65 1.039.275,22 564.438,41 14.454.702,46 10.198.741,43 786.761,84 136.529,79 10.848.973,48 3.605.728,98 3.781.124,22

Appendix IV
1/12
UTIMACO SAFEWARE AG, OBERURSEL
FINANCIAL REPORT FOR THE FISCAL YEAR 2003/2004
Business Development
Utimaco has continued the positive business development already initiated in the previous
fiscal year, 2003/2004, and now is looking back on an entirely successful fiscal year. We
saw extremely pleasing growth in our software business, which increased by around 19%
in the last fiscal year. On the other hand, sales revenues from third-party hardware
products were wound down, as planned, resulting in growth in total revenues by just over
7%, to € 22.2 million.
In our domestic market (Germany), revenues grew by 28%. We also had successes in
Northern Europe, a region that is an early adopter of innovative IT solutions. In Finland, the
government nominated Utimaco as its exclusive partner for PC and notebook security
solutions. All divisions and departments, with over 140,000 workplaces, can benefit from
this agreement. The Swedish FöreningsSparbanken also signed another long-term
maintenance contract with us, worth millions of Euros. As a result, Utimaco will continue to
play an essential role in the future development and implementation of the bank's security
concept.
In contrast, we were less satisfied with development in revenues in the rest of Europe and
in the USA. Here we see great potential for growth which we aim to fully realize in the
future.
The result from our usual business activity showed a profit of € 1.7 million, due to the
increase in our highly-profitable software business, a moderate increase in operating costs
and the elimination of the depreciation costs seen in the previous year. This was a
significant increase in profits, compared to our loss of € -3.1 million in the previous year.
Right at the start of the fiscal year we carried out a financing package in which cash capital
was increased, with subscription right, and a warranty bond was issued to Investcorp
Technology Ventures L.P. We were able to place the entire cash capital increase on the
capital market, and the company received total funds of € 12.1 million as a result of the
finance package.
As a consequence of focussing on our core business we sold off our equity holding in the
smartcard reader manufacturer Omnikey AG, in November 2003. The funds resulting from
the transaction were used to repay long-term liabilities. Consequently our financial
statement of 30th June 2004 shows no interest-bearing loans. At the same time, on the
balance sheet key date, Utimaco has available considerable financial resources, consisting
of cash and cash equivalents, worth € 14.9 million, which form a solid basis for continued
long-term growth.

Appendix IV
2/12
Revenue development
In the fiscal year 2003/2004 revenues grew around 6.8%, from € 20.783 million in the previous
year, to € 22.186 million.
14.0
12.0
10.0
8.0
6.0
4.0
2.0
Sales by product group
(in € million)
0.0
Software Maint. Service Hardware
own
Other
2001/02 2002/03 2003/04
Hardware
third-party
In comparison to the previous year revenues rose considerably, by 19.3%, to € 13.780 million
(previous year: € 11.555 million). In the year under review, sales revenues for maintenance
and support contracts equaled € 3.782 million, an increase on the previous year (previous
year: € 3.701 million).
The sale of third-party hardware products was scaled down, according to plan, after a decision
to focus on the sale of software products. The sales achieved with third-party hardware
products equaled € 1.536 million (previous year: € 3.138 million) in the reporting period.
Proportion of sales by product group
(in %)
Hardware
third-party
15%
Other
2%
Hardware own
7%
Other
+0%
Hardware
own
5%
Service
4%
Maint.
18%
Software
56%
Hardware thirdparty
6%
Service
8%
Maint.
17%
Software
62%
2002/2003 2003/2004
In the overview of revenues by product group, 79% of revenues were achieved from software
and maintenance revenues (previous year: 74%). The proportion of sales achieved from
hardware sales was reduced from 20% in the previous year to 13%, according to plan, after
the sale of third-party hardware products was scaled down. Services contributed 8% to total
revenues (an increase over the previous year: 4%), due to the massive increase in sales
achieved in this product group from € 903,000 in the previous year to € 1.722 million.

Appendix IV
3/12
16.0
Sales by region
(in € million)
14.0
12.0
10.0
8.0
6.0
4.0
2.0
0.0
Germany Europe 1) USA RoW 2)
2001/02 2002/03 2003/04
1) excluding Germany 2) rest of the world
Revenues in the domestic market (Germany) grew significantly over the previous year (28%),
to € 15.669 million, compared to € 12.235 million in the previous year. An especially pleasing
development was shown by our partners business, whose revenues of € 2.639 million
(previous year: € 1.350 million) almost doubled its contribution to sales revenues compared to
the previous year.
Revenues from other European countries that still do not have a partner business comparable
to the one set up in Germany fell in the year under review to € 5.576 million (previous year: €
7.705 million). To bolster sales in this region we now also plan to extend the partner program,
successfully introduced in Germany in the fiscal year 2002/2003, to the remaining European
countries in the future fiscal year, 2004/2005.
In the year under review the United States region achieved disappointing revenues of €
420,000 (previous year: € 481,000), clearly below expectations. The staffing and productrelated
measures that became necessary as a result were implemented at the end of the fiscal
year 2003/2004, with the aim of achieving a clear and sustainable increase in revenues in the
American market in future years.
The proportion of sales achieved in the domestic market (Germany) contributed 71% of the
total in the fiscal year 2003/2004 compared to 59% in the previous year.

Appendix IV
4/12
Profitability
Due to growth in our highly-profitable software business, and the simultaneous winding down
of our hardware business, we achieved a considerable improvement in our gross result. The
gross profit on sales increased by 14%, exceeding the rate in growth of revenues of 6.8%. In
the fiscal year the company achieved a gross profit on sales of € 17.161 million (previous year:
€ 15.012 million). The gross margin increased from 72% in the previous year to 77% in the
fiscal year.
Gross result
20.0
16.0
72%
77%
80%
75%
12.0
8.0
66%
70%
65%
4.0
60%
0.0
2001/02 2002/03 2003/04
Gross result (€ million)
% of sales
55%
Operating costs (sales and marketing costs, research and development costs, and general
administrative costs) equaled € 16.077 million (previous year: € 15.498 million) in the reporting
period, a slight increase of 4%.
Costs
25.0
100%
20.0
96%
90%
15.0
75%
72%
80%
10.0
70%
5.0
60%
0.0
2001/02 2002/03 2003/04
50%
operating costs (€ million)
% of sales
In the year under review, research and development expenditure equaled € 3.986 million
(previous year: € 4.363 million). The reduction in expenditure is largely due to reductions in the
cost of materials.
Sales and marketing costs equaled € 7.623 million in the fiscal year (previous year: € 7.472
million), an increase of 2%. This is a lower rate than the rate at which revenues grew.

Appendix IV
5/12
In the reporting period, general administration costs equaled € 4.468 million (previous year: €
3.663 million) and include the one-off expenses for the extraordinary general meeting on the
1st August 2003 and the costs for the financing packages carried out in the fiscal year, worth
in total € 481,000.
Revenue Figures
(in € million)
4.0
1.0
0.6
+1.6
+1.7
+1.6
-2.0
-4.3
-4.9
-3.1
-3.1
-5.0
-7.6
-8.0
EBITDA Result from usual bus. activity Annual net proft/loss
2001/02 2002/03 2003/04
In the fiscal year 2003/2004 the earnings before interest, taxes and depreciation (EBITDA)
equaled € 1.644 million (previous year: € 563,000), demonstrating the sustainability of the
company's turnaround in earnings already completed in the previous fiscal year.
The result for Utimaco AG's usual business activity equaled € 1.741 million (previous year:
€ -3.106 million) for fiscal year -3,106). The huge improvement in the result due not only to the
positive development of the operating business but also, more importantly, to the absence of
the depreciations on financial assets, valued at € 3.605 million, present in the previous year.
In fiscal year 2003/2004 the company achieved a year-end surplus of € 1.571 million (previous
year: € -3.122 million).

Appendix IV
6/12
Investments
In the previous year, due to cash restrictions, only the most urgent investments could be
made. As a result, the necessary capital spending on replacement, worth € 240,000 (previous
year: € 50,000) was carried out very soon after the company had raised capital. The funds
were primarily used for replacing IT equipment. In addition, the company spent € 599,000 on
investments for expansion (previous year: € 95,000). The main investment item was the
acquisition of an integrated ERP system which is currently in the introduction phase. The total
proposed investment for the new ERP system is € 1 million, of which € 441,000 was spent in
fiscal year 2003/2004.
Assets and financial situation
Due to the financing packages carried out in the reporting period, the sale of the non-strategic
shares in the Omnikey AG business, and a successful year, Utimaco has available
considerable financial resources on the 30th June. As a consequence the balance sheet
structure has also improved considerably on the 30th June 2004 compared to the previous
year. On the balance sheet key date, the balance sheet total, € 25.414 million, has shown a
major increase over the previous year (€ 13.927 million).
While fixed assets only fell slightly in value from over the previous year (€ 3.606 million,
compared to € 3.781 million in the previous year), current assets had more than doubled to €
21.652 million, on the balance sheet key date, compared to € 10.033 million in the previous
year. The increase in current assets by € 11.620 million was primarily due to the increase in
cash resources by € 13.677 million and the increase in receivables from customers by €
901,000. This should be offset against the reduction in equity holdings arising from the sale of
the company's shares in Omnikey AG, worth € 2.977 million.
30th June 2004 30th June 2003
€ 000 % € 000 %
Fixed assets coverage 3,606 100 3,781 100
through
Shareholders' equity 16,939 470 3,817 101
Medium- and long-term external
capital
0 0 2,118 56
Excess coverage 13,333 370 2,154 57
With regard to liabilities the increase in the balance sheet total is primarily due to the increase
in the capital stock following the increase in cash capital by € 6,227 million, the exercising of
the option rights arising from the warranty bond, worth € 971,000, and exercising of the right
by MBH Mittelständische Beteiligungsgesellschaft Hessen to convert its dormant equity
holding into shares in Utimaco, worth € 571,000. The premiums for the capital increases
described above increased the capital reserves by € 3.781 million. Together with the achieved
year-end surplus of € 1.571 million the equity capital increased in total to €13.122 million.
Liabilities were reduced to € 3.473 million in the reporting period by a payment of € 2.154
million. Utimaco freed itself from debt in the fiscal year 2003/2004 by repaying its obligations to
banks, worth € 1,070 million, and repaying the loan of € 550,000 to the Horst Görtz foundation.

Appendix IV
7/12
30th June
2004
€ 000
30th June
2003
€ 000
Change
Short-term bank debts 3 1,073 - 1,070
Short-term debts to suppliers 970 382 + 588
Provisions and liabilities, if due for payment in short
term
4,616 5,902 - 1,286
Short-term liabilities 5,589 7,357 - 1,768
Cash 14,926 1,259 + 13,667
Receivables from customers 4,325 3,424 + 901
Other receivables, if due in short term 1,729 1,474 + 255
Inventories 590 400 + 190
Short-term assets 21,570 6,557 + 15,013
Excess coverage/inadequate coverage +15,981 -800 + 16,781
On the balance sheet key date the equity capital equaled € 16.939 million (previous year:
€ 3.817 million), and the subscribed capital equaled € 13.997 million (previous year: € 6.227
million). The equity capital quota showed a considerable increase to 67% (previous year:
27%).

Appendix IV
8/12
Research and Development
Research and Development (R&D) spending is fundamental for the company to succeed in
future, both for its existing products and those of the future. The market for IT security
products and solutions is characterized by high levels of technical progress, and occasional
short innovation cycles, as products increasingly become more technically complex. As a
result, Utimaco 's product portfolio is subject to on-going modification and improvement. In
addition, in the fiscal year 2003/2004, Utimaco has
R&D activities
8
35%
40%
6
30%
4
21%
18%
20%
2
10%
0
2001/02 2002/03 2003/04
0%
R&D expenditure (€ million)
% of sales
concentrated its research and development activities on extending its product portfolio in the
direction of Secure Mobile Security, and on actively participating in setting up the "trusted
computing" architecture in co-operation with leading international IT companies such as
Microsoft, Intel, IBM, HP and AMD. The basis for "Trusted Computing" is a new security chip
(the "Trusted Platform Module") that acts as a secure base for supplementary security
software functions.
With the release of the new generation of SafeGuard LAN Crypt, in August 2003, we can now
offer our customers an encryption software package that already lets them benefit from the
new TCG technology. Using SafeGuard LAN Crypt, working groups or departments with
sensitive working areas can protect their shared folders or individual sensitive files against
unauthorized access by other users, including system administrators, both locally and on
network servers. As a result, there is no danger in outsourcing administration and
maintenance to external service providers since they have no way to view the encrypted data.
We released a new module for our SafeGuard Advanced Security security software in
December 2003, providing our customers with a security solution for protecting against
unauthorized data import and export via Plug and Play hardware such as USB Memory Sticks.
These hardware devices are easy to connect to the USB port interface and represent a
considerable security risk if their use is not controlled.
With the new release of SafeGuard PDA, which was also launched in December 2003,
devices that use the Windows Mobile 2003 operating system platform can now also be
protected against unauthorized access.
The Transaction Security division released the Microsoft CSP for the CryptoServer hardware
security module at CeBIT 2004, making an additional module for security infrastructure
solutions based on the Microsoft PKI available. This enables the secure storage of the secret
keys produced by Certificate Authorities (CAs) based on the Microsoft PKI on the

Appendix IV
9/12
CryptoServer. In addition, the high-performance cryptography services and algorithms for
encryption and digital signature provided by CryptoServer are made available to the Microsoft
PKI, both locally and on networks. Due to CryptoServer LAN's novel service-oriented design,
several Microsoft PKIs and applications on a network can access a single CryptoServer and
use the required services on it. This provides cost-effective security and maintenance for
certificate services in distributed Microsoft environments.
Staff
At the end of the fiscal year 2003/2004 Utimaco employed 168 staff (previous year: 169).
During the fiscal year the average number of staff employed was 167 staff (previous
year: 169).
Risks to future development
In the last fiscal year, 2003/2004, Utimaco has made further efforts to extend its risk
management. Different measures, especially regular management meetings allied with
reporting across the group, using uniform guidelines, enable the company management to
recognize asset risks, changes in the commercial development of the divisions, and other
risks.
Utimaco has identified the following main risks to it:
• Within the IT security market organizational changes within Utimaco's target customers
and new threat scenarios can cause shifts in demand or new partial market segments
can occur. If Utimaco does not recognize such market changes or shifts at the right
time or be able to offer suitable solutions for the requirements resulting from such
changes, these factors could have an individual or cumulative effect on the future
demand and acceptance of the services offered by Utimaco.
• In addition to the risk from products supplied by Utimaco 's competitors, there is also
the fundamental risk that the hardware and software suppliers develop IT security
functionality and solutions, and offer them as integrated elements of their products.
• The commercial success of Utimaco is extremely dependent on the investment policies
of its customers. Utimaco's target segments are large corporations and government
bodies. Reluctance to invest following an unsure or bad economic outlook and/or the
consolidation of public budgets have a negative effect on the demand for Utimaco's
products and solutions.
• The market for IT security products and solutions is characterized by high levels of
technical progress and short innovation cycles as products become more technically
complex. For IT security products to succeed in the marketplace, their security and
technical performance are decisive. Should Utimaco be unable to keep up with
technological development, or there are restrictions in the functionality and
performance of its products, this would have a negative effects on its financial situation
and profitability.

Appendix IV
10/12
• In a few cases third-party technology is used in Utimaco's products. If the suppliers of
this third-party technology should cease further development, support and/or bugfixing
for it, this would result in increased expenditure for Utimaco and would reduce
profitability.
• The successful business activity of Utimaco is heavily dependent on the efforts of
management and their staff in key positions. If the company fails to retain its existing
staff and management, and gain enough new staff, this could have a negative influence
on the company's ability to succeed in future.
• In the future it is planned to increasingly use IT sales companies and service providers
to sell and implement Utimaco's products. Should Utimaco not succeed in gaining
enough of these companies as partners and/or retaining them, this could impair the
sale of its products.
• The IT security market also underwent a process of consolidation in the past. The
implementation of the company's strategy for growth and/or for retaining its the current
market share may require the acquisition of competitors and/or companies with
complementary products and technologies. Possible acquisitions of this kind potentially
involve a multitude of risks arising from the integration of the acquired products,
technologies and operating units. In addition there are unknown uncertainties about the
long-term value retention of the acquired assets and the performance of the acquired
companies. As a result, acquisitions can have a negative influence on the profitability of
Utimaco.
• The commercial success of Utimaco also depends heavily on outsiders being
prevented from using the innovations it discovers, the technologies it develops and the
brands it uses, and on Utimaco itself not infringing the copyrights held by others.
• In the context of its operational business activity, Utimaco is subject to risks arising
from liability at all times. Should Utimaco be made liable due to product faults or other
disruptions in services, this would have a negative effect on its financial situation and
profitability.
• has provided letters of comfort for the affiliated companies Utimaco Safeware Oy,
Finland, and Utimaco Safeware Ltd., UK. Should Utimaco be made liable due to these
letters of comfort, this would have a negative effect on its financial situation and
profitability.
• Utimaco has been in a legal dispute with the seller of the affiliated company Utimaco
Safeware B.V., Netherlands, since. In it a claim was made against Utimaco for a post
facto sales price payment of € 380,000. In addition the seller has claimed damages
worth € 1.2 million from Utimaco. Utimaco considers these claims for damages to be
unjustified, but has provided for what it considers to be a reasonable amount, in its risk
provisions, for reasons of commercial caution. Should Utimaco fail in the legal dispute,
the resulting costs could exceed the provisions formed, which would then have a
negative effect on its financial situation and profitability.
Existing subsidiaries
There are two subsidiaries in Germany, in Unterföhring near Munich, and in Aachen. In
addition there are foreign subsidiaries in Linz, Austria, and in Leuven, Belgium.

Appendix IV
11/12
Events of particular importance after the end of the fiscal year
There were no events of particular importance after the end of the fiscal year.
Outlook
Market researchers have forecast positive developments in the IT security market in the
coming years, and we want to make profit from them. In this fast-moving marketplace it is
essential that we invest strongly in future growth. Utimaco now has considerable financial
resources. However it is still our aim to finance these investments from our operational
business and to continue to grow our business profitably.
After satisfactory revenue development in our domestic market in the last fiscal year we now
also want to tap the potential for growth in European countries outside Germany and in the
USA. In order to expand our customer base in these countries more quickly and efficiently, in
the next few years we intend to change our method of selling solutions to an indirect model
involving certified partners. We have already implemented this concept in Germany with
considerable success. To achieve international success we must raise Utimaco's profile and
therefore the demand for our products among our target customers outside Germany. We
shall therefore increase our investment in marketing, extend our indirect sales channels, and
tailor our products even more to meet market requirements. Another of our aims is to create
OEM partnerships with leading hardware and software manufacturers, so that we can benefit
from their greater market penetration.
Our development activities will concentrate on extending our product portfolio in the direction
of Mobile Computing. In the fiscal year 2004/2005 the emphasis will be on:
• Bundling the most important security functions into one Mobility Suite that is specially
tailored to meet our customers' security requirements for Mobile Computing, making it
unique in this form. Its modular concept, combined with a central Administration tool for all
components, will offer users maximum flexibility and convenience when securing mobile
personal devices.
• The intelligent use of new technologies, especially the new TPM (Trusted Platform Module)
security chip. This is now offered by numerous notebook manufacturers and widely
supplied as standard, with many sold to date. For our customers this provides a multitude
of benefits when it comes to seamlessly and comprehensively securing enterprise data in
mobile environments.
• Extending our solution portfolio to other system platforms that our customers are
implementing in professional mobile environments.
We aim to further extend our leading position as supplier of systems for securing mobile
personal devices by supplying our customers with innovative solutions that provide the
greatest-possible convenience and security in mobile environments.
Despite the favorable forecasts made by market researchers, who expect to see positive
development in the IT security market, the global economic conditions continue to be difficult
to assess, resulting in the potential for reluctance to invest. For this reason, in some
circumstances, we retain the right to modify the company's cost structure to suit the orders
position by streamlining the organization and other measures. At the same time the company
is working towards improving its quality and market position.

Appendix IV
12/12
With regard to achieving revenues, winning orders and therefore the use of capacity, we fully
expect fluctuations during the fiscal year 2004/2005. It is just as likely for jobs to be delayed as
for us to be given jobs that we know nothing about today. For this reason future developments
in the business and revenues will be dependent on developments in the global economic
situation, which can only be predicted shortly before they occur, and the willingness of our
target markets to invest.
Overall, Utimaco's successful reorganization and positioning as a specialist supplier of
software-based solutions for personal device security and transaction security in the areas of
business activity in which it operates, and with the products and services it offers, should form
a good basis for a satisfactory fiscal year. On the basis of its planning the company expects
growth to continue in the fiscal year 2004/2005, but expects the year-end surplus to be lower
than that of the year under review, due to the planned higher development and marketing
costs for extending its market share.
Oberursel, Germany, 23rd September 2004
Martin Wülfert
Chief Executive Office
Christian Bohne
Chief Financial Officer