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Annual report 2005 - Xeikon

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<strong>Annual</strong> <strong>report</strong> <strong>2005</strong>


HIGHLIGHTS<br />

* EBITDA excludes impairment losses on current assets.<br />

Beyond graphic excellence


CONTENTS<br />

1<br />

2<br />

3<br />

4<br />

5<br />

6<br />

7<br />

8<br />

9<br />

10<br />

11<br />

12<br />

13<br />

Financial highlights<br />

Business strategy – Beyond graphic excellence<br />

Chairman’s statement<br />

Operational review<br />

Financial review<br />

Directors and advisors<br />

Directors’ <strong>report</strong><br />

Corporate governance <strong>report</strong><br />

Remuneration <strong>report</strong><br />

Social responsibility <strong>report</strong><br />

Auditors’ <strong>report</strong><br />

FINANCIAL STATEMENTS<br />

Consolidated income statement<br />

Consolidated balance sheet<br />

Company balance sheet<br />

Consolidated cash flow statement<br />

Company cash flow statement<br />

Reconciliations of equity<br />

Significant accounting policies<br />

Notes to the accounts<br />

Notice of AGM<br />

Proxy card<br />

2<br />

4<br />

6<br />

8<br />

10<br />

12<br />

14<br />

16<br />

20<br />

24<br />

28<br />

30<br />

30<br />

31<br />

32<br />

33<br />

34<br />

35<br />

36<br />

43<br />

64


2<br />

BUSINESS STRATEGY – BEYOND GRAPHIC EXCELLENCE<br />

Punch Graphix<br />

Punch Graphix provides innovative, competitive and<br />

environmentally friendly imaging and printing solutions<br />

of the highest quality for the global graphics industry.<br />

The Company’s aim is to drive successful graphic<br />

technology towards a higher level of performance and<br />

help Punch Graphix’s customers achieve an edge over<br />

the competition.<br />

Under the <strong>Xeikon</strong> brand name, Punch Graphix designs,<br />

develops and delivers high-end digital colour printing<br />

systems, software and consumables for the document<br />

printing and industrial markets. Under the basysPrint<br />

brand name, the company creates mid to high-end<br />

imaging systems for offset prepress commercial and<br />

industrial markets.<br />

Digital printing solutions: <strong>Xeikon</strong><br />

Digital technology prints documents directly from<br />

electronic files onto many substrates and is, therefore,<br />

a more cost-effective and efficient solution than other<br />

traditional printing processes. It also allows each consecutive<br />

print to be different, in both content and form,<br />

which allows the print to be exceptionally personalised.<br />

The <strong>Xeikon</strong> product range employs electro-photographic<br />

imaging technology based on LED-array imaging and an<br />

environmental friendly dry toner. The presses combine<br />

unique features specifically designed for highly<br />

productive printing environments such as: web-fed<br />

press; widths of up to 500 mm; a wide variety of<br />

substrates – from 40 to 350 gsm; and a truly open,<br />

scalable and modular front-end.<br />

4


Pre-press solutions: basysPrint and OEM<br />

Computer-to-Plate (CtP) is a digital technology that<br />

allows the transfer of content (text or image) directly<br />

onto the printing plate by means of a specific light<br />

source. Thanks to CtP technology, the intermediate film<br />

production process that traditional plate setting needs<br />

to undergo can be bypassed. This saves substantial<br />

money and time, and allows printers to meet the<br />

growing challenge of living up to shorter print runs and<br />

tighter deadlines.<br />

The basysPrint UV-setters range combines state-ofthe-art<br />

CtP technology with a unique ability to image<br />

UV-sensitive plates. This process offers the best working<br />

conditions for operation in prepress and in the<br />

pressroom, as well as the lowest cost per plate and<br />

outstanding image quality.<br />

Punch Graphix prepress solutions also offer a range of<br />

CtP products based on visible light technology for the<br />

newspaper markets through an OEM partnership<br />

with Agfa.<br />

Strategy for growth<br />

Punch Graphix’s long-term strategy is to grow, and<br />

achieve leadership positions, in selected market<br />

segments. Focused innovation and improvement will<br />

drive further sustainable growth, and the focus on<br />

continuous technological enhancement allows the<br />

company to deliver market and customer-oriented<br />

innovations that bring a competitive advantage to<br />

its customers.<br />

Punch Graphix’s long-term growth strategy aims at<br />

addressing market growth opportunities through its<br />

own sales and customer support organisations and<br />

entails three major phases, each focusing on a specific<br />

objective:<br />

1. Drive operational excellence<br />

2. Extend and enhance technology leadership<br />

3. Selectively address market growth opportunities<br />

“Drive successful graphic technology towards a<br />

higher level of performance.”<br />

5


3<br />

CHAIRMAN’S STATEMENT<br />

It is a pleasure to present Punch Graphix’s first <strong>Annual</strong><br />

Report and Accounts as a listed company following its<br />

admission to AIM in May <strong>2005</strong>.<br />

I am delighted to <strong>report</strong> that our performance for the<br />

year exceeded our expectations at the time of the<br />

flotation in almost every respect.<br />

Turnover for the year to 31 December <strong>2005</strong> increased by<br />

46%, operating profit by 58%, and profit before taxation<br />

68%. Earnings per share rose 51%. Sales of the <strong>Xeikon</strong><br />

products, including the industry leading <strong>Xeikon</strong> 5000<br />

model, showed good growth, both in the European and<br />

North and South American markets and throughout<br />

<strong>2005</strong>, sales of both the basysPrint and OEM products<br />

distributed by Agfa also showed promising growth.<br />

In Asia, the uptake of digital printing technology has<br />

been slower, with customers still preferring to use more<br />

traditional printing methods. However, this has resulted<br />

in stronger demand for our pre-press technology in<br />

this region as customers are able to use cheaper<br />

consumables and therefore enjoy the benefits of much<br />

reduced production costs over time.<br />

As <strong>report</strong>ed at the interim stage, the Group is focused on<br />

improving efficiency across all of its operations. Excellent<br />

progress was made during <strong>2005</strong> and this remains an<br />

ongoing programme and an important element of the<br />

Group’s strategy for future profitable growth.<br />

The flotation of the Group raised €28.3 million net of<br />

expenses which is being used to develop its marketing<br />

infrastructure, to expand its direct sales organisation into<br />

key countries and to enhance its product development<br />

programme. During the year, the group invested<br />

€7.9 million in plant and machinery in order to support<br />

its expansion programme and opened new sales offices<br />

in China, Canada and Brazil. The new manufacturing<br />

facility in Shenzhen, China, outlined in the interim<br />

statement, will begin assembling its first products,<br />

in 2006.<br />

Dividend<br />

As set out in the Company’s AIM Admission Document,<br />

it is the Board’s intention to pay an aggregate annual<br />

dividend representing 30 per cent of the Group’s<br />

consolidated profit after taxation and minority interests,<br />

split as to one third / two thirds between the interim and<br />

final dividends. The Board is therefore recommending a<br />

final dividend payment of 2.35 Eurocents, in line with this<br />

policy, to be paid on 9 June 2006 to shareholders on the<br />

register on 12 May 2006.<br />

Chief Executive Officer<br />

Management and staff were all shocked by the sad and<br />

unexpected death of Dick Tilanus, the Company’s CEO,<br />

in January 2006. Dick joined the Punch International<br />

Group as CEO of the Graphic Solutions Division in<br />

November 2004 and led the formation of Punch Graphix<br />

and its subsequent flotation. The performance of the<br />

group in its maiden year, detailed in this <strong>report</strong>, is a<br />

testament to Dick’s managerial skills. He was an<br />

inspiration to us all and will be sorely missed.<br />

The process to recruit a new CEO was completed on 5<br />

April 2006, with the announcement of the appointment<br />

of Ben C. Van Assche.<br />

Ben C. Van Assche was previously CEO of Cytec Surface<br />

Specialties nv and a member of the Executive Committee<br />

of the Cytec Group. Before that he was a member of the<br />

Executive Committee of the UCB Group, responsible for<br />

the chemical sector.<br />

We are extremely pleased to welcome Ben to Punch<br />

Graphix. Ben’s experience will allow us to continue with<br />

our stated strategy and he will bring further focus to our<br />

internal and external global growth ambitions.<br />

6


Outlook<br />

The group has produced a first class set of results in<br />

its first year as a public company, not just in terms of<br />

sales and profit growth, but also in regard to product<br />

development and improved operating efficiency. Our<br />

focus remains on maintaining a position of technological<br />

leadership and we will continue to invest in the<br />

development of new products and technologies, including<br />

post-press and niche applications. This will be achieved<br />

both through internal research and development and<br />

through acquisition.<br />

Management will continue to focus on streamlining<br />

the organisation, both operationally and financially, and<br />

we expect to realise the benefits of our work to integrate<br />

the sales and servicing functions of both business lines<br />

into single, national organisations during 2006.<br />

Following the creation of sales offices in China, Brazil and<br />

Canada towards the end of <strong>2005</strong>, we fully expect to further<br />

expand our presence in these markets through direct sales<br />

and we are continuing the concentration of our efforts to<br />

maintain and expand our installed base across the Group’s<br />

range of products in all our markets.<br />

The buoyancy of those markets and the quality of our<br />

product range allows us to look forward to the future<br />

with confidence.<br />

Geoffrey White<br />

Non-executive Chairman<br />

We will continue to build our production platform in<br />

China, which in time will provide a low cost manufacturing<br />

base for a range of products from across the Group.<br />

“I am delighted to inform you that our<br />

performance for the year exceeded<br />

expectations in almost every respect.”<br />

Dick Tilanus and Jan Smits in the London Stock Exchange at the occasion of the flotation of the Company on May 26, <strong>2005</strong>, accompanied<br />

by people of the London Stock Exchange and Altium Capital.<br />

7


4<br />

OPERATIONAL REVIEW<br />

Turnover for the year to 31 December <strong>2005</strong> increased<br />

by 46% to €153.2m (2004: €105.2m). Of this, €49.9m<br />

was generated by the pre-press activities, and €103.3m<br />

by the digital printing activities. The split between<br />

equipment and consumables sales was 57% / 43%.<br />

Operating profit for the period was €21.5m (2004:<br />

€13.6m), an increase of 58%.<br />

Profit before taxation rose by 68% to €18.5m (2004:<br />

€11.0 m). Earnings per share were 13.32 euro cent<br />

(2004: 8.84 euro cent), an increase of 51%.<br />

At 31 December <strong>2005</strong>, net assets amounted to €96.0m<br />

(2004: €54.2 m) including cash and deposit balances<br />

of €30.0m (2004: €5.1m).<br />

In the year to December <strong>2005</strong>, market conditions<br />

were positive, due principally to the rapidly increasing<br />

number of applications for digital printing and<br />

continuing progress in the acceptance of computer<br />

to plate pre-press procedures. This market growth has<br />

also been driven by the replacement of first generation<br />

computer to plate machines with new improved<br />

products. As at December <strong>2005</strong>, Punch Graphix’s<br />

installed base was in excess of 2,700 machines.<br />

Pre-press solutions<br />

Pre-press activities saw strong growth throughout the<br />

year, with an increase in sales of 84% to €49.9 million,<br />

compared with €27.0 million last year.<br />

Customer interest in basysPrint’s Computer to Plate,<br />

based on UV sensitive plates technology remains high.<br />

Our sales teams are also receiving positive market<br />

feedback on the newly launched scrolling capability,<br />

which avoids the interruptions characteristic<br />

of the traditional exposure techniques, resulting<br />

in a faster and more stableprocess and new lens filters,<br />

which improve the lifetime of the DMD processors.<br />

Both enhancements to the Group’s offering were<br />

launched during <strong>2005</strong>.<br />

In May <strong>2005</strong>, the Group extended its OEM agreement<br />

with Agfa for the manufacture of CtP (computer to plate)<br />

machines until 2009. The Group accepted a reduction in<br />

margin in exchange for greater levels of long-term cooperation;<br />

the initial impact of which were seen in the<br />

second half of <strong>2005</strong>.<br />

In aggregate during the year, the pre-press division<br />

- basysPrint and the agreement with Agfa - substantially<br />

increased the number of machines manufactured by<br />

over 58% from 249 units in 2004 to 393 units in <strong>2005</strong>.<br />

During the second half of <strong>2005</strong>, basysPrint continued<br />

to transfer sales and servicing capabilities from third<br />

party dealers to the Group’s newly expanded in-house<br />

organisation. The benefits of this are expected to be<br />

realised during 2006 and beyond.<br />

Digital printing solutions<br />

Sales of <strong>Xeikon</strong> digital printing equipment and associated<br />

consumables, in particular the <strong>Xeikon</strong> 5000 launched in<br />

February 2004, have been strong throughout the year,<br />

resulting in sales of €103.3 million (2004: €78.1 million).<br />

The number of units sold increased 39%, from 80 units in<br />

2004 to 111 units in <strong>2005</strong>.<br />

In the US, the appointment of a new General Manager<br />

to oversee both the sales and servicing operations has<br />

reinforced the operation and helped generate very<br />

encouraging results, despite competitive pricing<br />

pressure. The <strong>Xeikon</strong> 5000 remains one of the leaders in<br />

its market, in terms of quality and speed.<br />

The balance between the first and second halves of<br />

the year reflects both the expected seasonality, and the<br />

strong contribution from a number of high margin rental<br />

contracts in the first half.<br />

8


The Digital printing solutions business saw a small<br />

increase in the sales of consumables during the year.<br />

Consumable sales tend to lag behind the delivery and<br />

installation of printing equipment as customers often<br />

take time to run the newly installed equipment at full<br />

capacity. As a result, the machines delivered in <strong>2005</strong><br />

will contribute to further growth in consumable sales in<br />

due course.<br />

During <strong>2005</strong> we established our sales and servicing<br />

joint venture in Shenzhen to serve the Chinese market.<br />

Whilst there is strong demand for the Group’s pre-press<br />

products, the adoption of high-end digital printing<br />

in this region is proving slower than first anticipated.<br />

Management’s forward planning reflects these market<br />

conditions.<br />

People<br />

The separation of Punch Graphix from Punch International<br />

led to an internal reorganisation and the<br />

appointment of new people to the management team.<br />

During the year Véronique Mathias was appointed<br />

to the management team, responsible for business<br />

development and marketing and Siegfried Trinker<br />

joined as Chief Sales Officer early 2006. Wim Deblauwe,<br />

Piet De Paepe and Koenraad Van der Elst have all<br />

stepped down from the management team during the<br />

year and we thank each of them for their contribution<br />

during the creation and flotation of Punch Graphix.<br />

Jan Smits<br />

Chief Financial Officer<br />

Capital expenditure<br />

During the <strong>report</strong>ed year, the group invested €7.9m in<br />

plant and machinery in order to support its expansion<br />

programme.<br />

Research & development<br />

Punch Graphix continues to invest in improvements to<br />

its product range that are essential if the Group is to<br />

maintain its position as a leading supplier of printing<br />

equipment and supporting consumables. A total of<br />

€11.5m was spent during the year on the development<br />

of products and technologies (2004: €11.8 million), of<br />

which €6.1 million was charged to the profit and loss<br />

account. The balance is to be written off over three to<br />

four years, in line with the Group’s accounting policy.<br />

Part of the proceeds of the AIM IPO in May <strong>2005</strong> have<br />

and will continue to be used to further advance our<br />

research and investment in new product development.<br />

Current areas of R&D focus in digital printing are the print<br />

engines, the toner consumable and the digital front-end;<br />

with a specific focus on image quality, lower total cost<br />

per page, and substrate independence. In pre-press, the<br />

focus is on reduced cost price per machine, and higher<br />

speed solutions.<br />

9


5<br />

FINANCIAL REVIEW<br />

Introduction<br />

The results published in this annual <strong>report</strong> have been<br />

prepared under the International Financial Reporting<br />

Standards as adopted by the European Union.<br />

The group has delivered a first year of excellent sales,<br />

profits and earnings per share. The proceeds of the IPO<br />

are being used to reinforce the company’s balance sheet,<br />

speed up its development and extend its geographic<br />

presence.<br />

Minority interests and earnings per share<br />

Minority interests decreased slightly. The group acquired<br />

the minority interests in the UK and France at the time<br />

of the IPO.<br />

In the <strong>report</strong>ed year, earnings per share increased by<br />

more than 51% to 13.32 euro cent. The average number<br />

of shares in issue used in the calculation of earnings per<br />

share was 93,258,058. For 2004 the company used a<br />

number of 80,000,000 shares.<br />

Trading<br />

Sales increased from €105.2m, in 2004, to €153.2m in<br />

<strong>2005</strong>. Of this amount €15m relates to the acquisition of<br />

basysPrint, which was acquired in December 2004. For<br />

this reason, only the balance sheet figures are included<br />

in the comparable figures of 2004. That year basysPrint’s<br />

turnover was €17.7m.<br />

The split between digital printing and pre-press was 65%<br />

against 35%. The split between equipment sales and<br />

recurring revenues (sales of consumables for the digital<br />

printing machines, spare parts and servicing) saw results<br />

comparable to the previous year: 57% equipment and<br />

43% recurring revenues. Geographically, Europe is the<br />

most important market (67%), followed by the US (28%)<br />

and Asia (5%).<br />

The EBITDA (earnings before interest, tax, depreciation<br />

and amortisation) increased by 69%, from €20.6m, in<br />

2004, to €34.7m in <strong>2005</strong>. In sales terms this represents<br />

a margin of 22.6%. Operating profit on sales for the year<br />

was €21.5 m (14%), which represents an increase of<br />

1.1 percentage points.<br />

The tax charge of €5.5 m reflects an effective tax rate<br />

of 30.3%. This compares to an effective rate of 31.7% in<br />

2004. The group has benefited from some tax losses in<br />

Belgium and Germany.<br />

Dividend<br />

The Board recommends a final dividend of 2.35 euro<br />

cent. This is a payout ratio of approximately 20% of the<br />

net profit.<br />

Cash flow<br />

Cash flow from operating activities was €3.9m due to an<br />

increase in working capital of €21m.<br />

Receivables were up by €13m due to the increase in<br />

sales and a very strong last quarter. Inventories increased<br />

by €4m, primarily by using more sea freight instead of<br />

air freight for purchasing raw materials and transporting<br />

Punch Graphix equipment and consumables.<br />

Capital expenditure was €7.9m for tangible assets,<br />

spent on improvements or replacements of production<br />

equipment and own assets held for rental contracts and<br />

demonstration equipment. For intangible assets a total<br />

amount of €6.6m was spent on software development<br />

and implementation, as well as on capitalised development<br />

costs.<br />

During the year Punch Graphix created its own sales<br />

organisation in Canada and Brazil. It also embarked on a<br />

joint venture in China to sell and service the company’s<br />

digital printing presses.<br />

10<br />

Cash and short-term investments at the end of the year<br />

amounted to €30m.


Shareholders’ funds<br />

Shareholders’ funds totaled €95.4m. The increase in the<br />

year of €41.8m is driven mainly by the retained earnings<br />

of €12.4m and share capital issued on flotation.<br />

Jan Smits<br />

Chief Financial Officer<br />

“In the <strong>report</strong>ed year, earnings per share increased<br />

by more than 51% to 13.32 euro cent.”<br />

11


6<br />

DIRECTORS AND ADVISORS<br />

Board of Directors, Secretary and advisors of<br />

the company<br />

Independent non-executive directors<br />

Executive directors<br />

Geoffrey Charles White<br />

Non-executive Chairman<br />

appointed March 30, <strong>2005</strong><br />

Dirk Willem Jacob Tilanus<br />

Chief Executive Officer (passed away January 9, 2006)<br />

appointed March 24, <strong>2005</strong><br />

Dick Tilanus (Chief Executive Officer) – aged 57.<br />

Dick passed away on January 9, 2006. Dick was<br />

appointed Chief Executive Officer of the company on<br />

its formation in March <strong>2005</strong>, having joined the graphics<br />

division of Punch International in November 2004. Prior<br />

to this, he spent 30 years at Royal Philips Electronics BV<br />

working in The Netherlands, France, Italy, Japan and Hong<br />

Kong. His career encompassed senior management<br />

positions in operations, business process re-engineering,<br />

change management, supply chain management and<br />

human resources, most recently as senior vice president<br />

of Philips People Services from 2002 to 2004.<br />

Geoffrey Charles White - aged 53.<br />

Geoff was a Managing Director within the W. Canning<br />

plc Group and was Chief Executive Officer of Pressac<br />

plc from 1989 to 2001, where he previously held the<br />

position of Finance Director between 1986 and 1989.<br />

Geoff is currently non-executive Deputy Chairman of<br />

iSoft Group plc and a non-executive of Tekdata<br />

Distribution Ltd. and Tekdata Interconnect Ltd. He is a<br />

Fellow of the Institute of Chartered Accountants. He was<br />

appointed as Chairman and non-executive director of<br />

Patientline plc on April 3, 2006.<br />

12<br />

Jan Agnes Jozef Smits<br />

Chief Financial Officer<br />

appointed March 24, <strong>2005</strong><br />

Jan Smits (Chief Financial Officer) – aged 47.<br />

Jan was appointed Chief Financial Officer of the<br />

company on its formation. He joined Punch<br />

International as Financial Director in 1990 and in 1999<br />

became Managing Director whilst retaining responsibility<br />

for finance and administration. Jan was involved<br />

in the initial public offering of Punch International in<br />

1999. He was previously head of accounting at Pluma<br />

Vleeswarenbedrijf and worked in a senior financial role<br />

at Massive International. He graduated as a Commercial<br />

Engineer at the University of Antwerp and Tax Science<br />

at Sint-Aloysius College in Brussels.<br />

Kenneth Humphreys<br />

Non-executive Director<br />

appointed March 30, <strong>2005</strong><br />

Kenneth Humphreys - aged 59.<br />

Ken spent 35 years with Royal Philips Electronics BV<br />

working in the UK, the Netherlands, Belgium and Austria<br />

in a range of senior positions including that of Executive<br />

Vice President of the Consumer Electronics Division.


Henry Nigel Pakenham McCorkell<br />

Non-executive Director<br />

appointed March 30, <strong>2005</strong><br />

Henry Nigel Pakenham McCorkell - aged 59.<br />

Nigel held positions of seniority during 12 years at<br />

Meggitt plc including those of Finance Director,<br />

Managing Director and Deputy Chairman. He was<br />

previously Finance Director of Flight Refuelling<br />

(Holdings) plc (now Cobham plc) and was Chairman of<br />

Cork Industries Ltd. for three years. Nigel is currently V<br />

Chairman of Aero Inventory plc and Deputy Chairman<br />

of Ffastfill plc. He is a fellow of the Institute of Chartered<br />

Accountants and was elected a Companion of the<br />

Institute of Management in 1994.<br />

Non-independent non-executive director<br />

Registered office<br />

Chestnut House<br />

Hackness Road<br />

Northminster Business Park<br />

Upper Poppleton<br />

York YO26 6QR - UK<br />

Nominated advisor and broker<br />

Altium Capital Limited<br />

30 St. James’s Square<br />

London SW1Y 4AL - UK<br />

Auditors<br />

BDO Stoy Hayward LLP<br />

8 Baker Street<br />

London W1U 3LL - UK<br />

Legal advisors to the company<br />

Allen & Overy LLP<br />

One New Change<br />

London EC4M 9QQ - UK<br />

Philip Ashworth & Co<br />

121 The Mount<br />

York YO24 1DU - UK<br />

Guido Pieter Lieven Dumarey<br />

Non-executive Director<br />

appointed March 30, <strong>2005</strong><br />

Guido Pieter Lieven Dumarey – aged 46.<br />

In 1982 Guido initiated the growth of New Impriver nv,<br />

a Ghent-based company that laid the foundations for<br />

Punch International. Guido founded Punch International<br />

in 1983 and has led the growth of that company since.<br />

He became Managing Director and was appointed<br />

Chairman of its Board in 1998.<br />

Registrars<br />

Capita Registrars<br />

The Registry<br />

Beckenham Road<br />

Beckenham<br />

Kent BR3 4TU - UK<br />

Company Number<br />

5403372<br />

13


7<br />

DIRECTORS’ REPORT<br />

14<br />

Directors’ <strong>report</strong><br />

The directors present their <strong>report</strong> and the financial<br />

statements for the year ended December 31, <strong>2005</strong>.<br />

The company was incorporated on March 24, <strong>2005</strong>.<br />

The company’s shares were admitted to the Alternative<br />

Investment Market on May 26, <strong>2005</strong>, at the price of 98p.<br />

Activities<br />

The company and its principal operating subsidiaries<br />

focus on the provision of digital and prepress printing<br />

systems. It also provides ongoing consumables and<br />

services to its installed base.<br />

A review of the group’s trading during the year and of its<br />

prospects is contained in the Chairman’s statement and<br />

the operating and financial review and in the notes to<br />

the financial statements.<br />

Details of significant events since the balance sheet date<br />

are contained in the operating and financial review.<br />

Financial results and dividends<br />

The profit after tax for the year was €12.9m (2004:<br />

€7.5m). The amount attributable to the equity interest of<br />

€12.4m (2004: €7.1m) has been transferred to reserves.<br />

The directors are recommending a dividend of 2.35 euro<br />

cent per share (2004: €0)<br />

Directors’ interests<br />

The interests of the directors, including the interests<br />

of their spouses and infant children and the interests<br />

of any persons connected with them within the<br />

meaning of section 346 of the Companies Act 1985<br />

(“the Act”) (“Connected Person”), all of which are<br />

beneficial (save where otherwise stated) which (i) have<br />

been notified to the company pursuant to sections 324<br />

or 328 of the Act or (ii) are required to be entered in the<br />

register maintained under section 325 of the Act, or (iii)<br />

are interests of a Connected Person which would, if the<br />

Connected Person were a director, be required to be<br />

disclosed under (i) or (ii) above, and the existence of<br />

which is known or could with reasonable diligence<br />

be ascertained by the director, at December 31, <strong>2005</strong>,<br />

are as follows:<br />

Name<br />

Geoffrey White<br />

Dick Tilanus*<br />

Jan Smits*<br />

Guido Dumarey<br />

Kenneth Humphreys<br />

Nigel McCorkell<br />

31/12/<strong>2005</strong><br />

Ordinary<br />

shares<br />

20,408<br />

157,706<br />

140,783<br />

% of issued<br />

share capital<br />

0.02<br />

0.15<br />

0.14<br />

*On admission of its company’s shares to AIM, Dick Tilanus<br />

and Jan Smits, through their respective interests in Tilanus<br />

Consulting BVBA and SWAP nv, were granted awards over<br />

157,706 and 140,183 Ordinary Shares respectively, pursuant<br />

to the terms of the LTIP as further described in the<br />

Remuneration Report.<br />

Following the death of Dick Tilanus on January 9, 2006<br />

and in accordance with the Rules of the LTIP plan, the<br />

Board of Directors decided, on February 27, 2006, to<br />

grant with immediate effect the total award of shares<br />

to Tilanus Consulting BVBA.<br />

Directors’ responsibilities in respect of the<br />

preparation of financial statements<br />

The directors are required by the Companies Act 1985<br />

to prepare financial statements for each financial year<br />

which give a true and fair view of the state of affairs of the<br />

company and Group as at the end of the financial<br />

year and of the profit or loss for the financial year. The<br />

directors are required to prepare the financial statements<br />

on a going concern basis, unless it is inappropriate to<br />

presume that the company will continue in business<br />

The directors consider that in preparing the financial<br />

-<br />

10,204<br />

8,163<br />

-<br />

0.01<br />

0.008


statements on pages 30 to 63 the company has used<br />

suitable accounting policies, which have been<br />

consistenly applied. They also confirm that reasonable<br />

and prudent judgements and estimates have been<br />

made in preparing the financial statements for the<br />

year ended December 31, <strong>2005</strong> and that applicable<br />

accounting standards have been followed.<br />

The directors have responsibility for ensuring that the<br />

company keeps proper accounting records which disclose<br />

with reasonable accuracy at any time the financial<br />

position of the company and Group and which enable<br />

them to ensure that the financial statements comply<br />

with the Companies Act 1985.<br />

The directors have general responsibility for taking such<br />

steps as are reasonably open to them to safeguard the<br />

assets of the company and Group and to prevent and<br />

detect fraud and other irregularities.<br />

International Financial Reporting Standards<br />

(IFRS)<br />

Following admission to the Alternative Investment<br />

Market in <strong>2005</strong>, the company has applied IFRS<br />

as adopted in the EU for its financial <strong>report</strong>ing and<br />

accounting.<br />

2. Where practical, to continue the employment of<br />

and arrange appropriate training for employees of<br />

the company who become disabled during their<br />

employment with the company.<br />

3. To encourage training and career development for all<br />

personnel employed by the company, including<br />

disabled persons.<br />

Payments to suppliers<br />

It is the company’s policy to agree the terms of<br />

payment at the start of business with a supplier. The<br />

company seeks to abide by the payment terms agreed<br />

with suppliers whenever it is satisfied that the supplier<br />

has provided the goods or services in accordance with<br />

the agreed terms and conditions.<br />

Charitable donations<br />

No charitable donations were made in the year <strong>2005</strong>.<br />

Post balance sheet events<br />

Post balance sheet events are disclosed in note 32 to the<br />

financial statements.<br />

Directors’ remuneration<br />

The Directors’ remuneration is described in the Remuneration<br />

Report.<br />

Financial instruments<br />

Details of financial instruments are set out in note 25 to<br />

the financial statements.<br />

Employee participation<br />

It is the company’s policy to provide employees of<br />

the group, on a regular basis, with financial and other<br />

information on matters of concern to them, by means<br />

of in-house communications and during meetings with<br />

employee delegations.<br />

Every endeavour is made to consult, wherever possible,<br />

with employees, so that their views can be taken into<br />

account in making decisions which are likely to affect<br />

their interests.<br />

Research and development<br />

The group engages in research and development<br />

activity.<br />

Auditors<br />

The auditors, BDO Stoy Hayward LLP, have indicated their<br />

willingness to continue in office and a resolution concerning<br />

their re-appointment will be proposed at the<br />

<strong>Annual</strong> General Meeting.<br />

Employment of disabled persons<br />

The company’s policy on employment of disabled persons<br />

is:<br />

Geoffrey C. White<br />

Chairman of the Board<br />

1. To give full and fair consideration to applications<br />

for employment with the company made by disabled<br />

persons, having regard to their particular aptitudes<br />

and abilities.<br />

15


8<br />

CORPORATE GOVERNANCE REPORT<br />

Introduction<br />

The group is committed to high standards of corporate<br />

governance and the Board believes that this is a key<br />

element to continuing to deliver the group’s strategy.<br />

While the group is not required to comply with the<br />

provisions of the 2003 FRC Combined Code, the group<br />

complies wherever possible with principles of good<br />

governance.<br />

Statement of directors’ responsibilities<br />

The Board are responsible for leading and controlling<br />

the group and is accountable to the shareholders for<br />

the operational and financial performance for the group.<br />

The directors are responsible for internal controls and<br />

company law requires the directors to prepare financial<br />

statements for each financial year which give a true and<br />

fair view of the state of affairs of the company and group<br />

and of the profit or loss for that period.<br />

A more detailed description of the directors responsibilities<br />

in respect of the financial statements can be found in the<br />

Directors’ <strong>report</strong>.<br />

Going concern<br />

Having made due enquiries the directors have a<br />

reasonable expectation that the group has adequate<br />

resources to continue in operational existence for<br />

the foreseeable future. For this reason, they continue<br />

to adopt the going concern basis in preparing the<br />

financial statements.<br />

The Board<br />

The Board meets regularly throughout the year and met<br />

five times during <strong>2005</strong>. It is responsible for:<br />

• Overall group strategy;<br />

• Approving revenue and capital budgets and material<br />

expenditure plans;<br />

• Approving substantial acquisitions and disposals of<br />

businesses, subsidiaries or material assets;<br />

• Determining the financial and corporate structure of<br />

the group (including financing and dividend policy);<br />

• Approving material or extraordinary contracts;<br />

• Setting the company’s values and standards and<br />

ensuring that its obligations to its shareholders and<br />

others are understood and met; and<br />

• Ensuring appropriate training of directors and other<br />

senior executives.<br />

Day to day management of the company’s business<br />

is delegated to the management team. At each<br />

meeting the Board reviews comprehensive financial<br />

information produced by management each month<br />

and considers the trends in the company’s business<br />

and their performance against strategic objectives and<br />

plans. It also regularly reviews the work of its formally<br />

constituted standing committees as described below<br />

and compliance with the group’s management policies<br />

and compliance with legal requirements.<br />

All members of the Board and its committees attended<br />

all scheduled meetings held in <strong>2005</strong> except that Dick<br />

Tilanus was absent on one occasion due to illness and<br />

Guido Dumarey was absent on one occasion.<br />

Details of the service contracts of the executive<br />

directors are shown in the Remuneration <strong>report</strong>. The<br />

non-executive directors do not have service contracts<br />

but have appointment letters, which can be renewed<br />

or extended.<br />

In furtherance of the principles of good corporate<br />

governance, the Board has appointed the Audit,<br />

Remuneration and Nomination Committees.<br />

16


Audit committee<br />

The Audit Committee has primary responsibility for<br />

monitoring the quality of internal controls and ensuring<br />

that the financial performance of the company is<br />

properly measured and <strong>report</strong>ed on. In particular,<br />

the Audit Committee shall make recommendations<br />

as to the appointment, reappointment or removal of<br />

external auditors and shall monitor the expertise and<br />

independence of such auditors. It will receive and<br />

review <strong>report</strong>s from Punch Graphix’s management and<br />

auditors relating to the interim and annual accounts<br />

and the accounting and internal control systems in<br />

use throughout the company. The Audit Committee<br />

expects to meet at least twice a year and will have<br />

unrestricted access to the company’s auditors. The<br />

chairman of the Audit Committee is Nigel McCorkell. The<br />

Audit Committee met once in <strong>2005</strong>.<br />

Remuneration committee<br />

Chaired by Kenneth Humphreys, the Remuneration<br />

Committee will review the performance of the Executive<br />

Directors and make recommendations to the Board<br />

on matters relating to their remuneration and terms<br />

of employment. The Remuneration Committee<br />

will also make recommendations to the Board on<br />

proposals for the granting of share options and other equity<br />

incentives pursuant to any share option scheme or<br />

equity incentive scheme in operation from time to time.<br />

The Remuneration Committee expects to meet at least<br />

twice a year. The Remuneration Committee met once in<br />

<strong>2005</strong>.


Nomination committee<br />

The Nominations Committee will meet as and when<br />

necessary to assess the suitability of candidates<br />

proposed for appointment by the Board and to<br />

prepare a description of the role and capabilities<br />

required for a particular appointment. The chairman<br />

of the Nomination Committee is Geoffrey White.<br />

Relationships with shareholders<br />

The Board recognises the importance of maintaining<br />

regular dialogue with institutional shareholders to<br />

ensure that its strategy and any concerns can be<br />

addressed. In addition, all shareholders have the<br />

opportunity to attend the <strong>Annual</strong> General Meeting<br />

where the group’s operations can be discussed with<br />

the directors. The Chairman and Chief Financial Officer<br />

make themselves available for meetings with<br />

analysts and representatives of the major shareholders on<br />

the day of the preliminary announcement of the<br />

annual results and half year results or shortly thereafter<br />

and upon request at other times of the year. They<br />

<strong>report</strong> to the Board on shareholders’ views.<br />

Relationship with the auditor<br />

During the <strong>report</strong>ed year BDO Stoy Hayward LLP<br />

provided tax advice to the company and its principal<br />

subsidiaries. The Board has considered the effect on<br />

independence of the auditor and the objective criteria on<br />

which any decisions to appoint BDO Stoy Hayward LLP<br />

should be made. It was concluded that in the<br />

circumstances its appointment as tax advisors was the<br />

most cost-effective means of securing appropriate<br />

advice without a serious risk of affecting the<br />

independence of the auditor. BDO Stoy Hayward<br />

LLP has confirmed that it does not consider its<br />

independence to be affected. The Board has developed<br />

policies to safeguard the independence of the auditor<br />

based on:<br />

• Internal BDO Stoy Hayward LLP processes to<br />

prevent information being shared between<br />

teams except where it is appropriate;<br />

• Separate consideration of each category or major<br />

item of work, including the cost effectiveness of any<br />

proposed work and the suitability of competing<br />

advisors; and<br />

• Consideration of the total level of fees payable<br />

to BDO Stoy Hayward LLP and other member firms.<br />

18


Internal controls<br />

The Board of directors is responsible for the group’s<br />

system of internal controls and has established a<br />

framework of financial and other controls.<br />

The Board has taken and will continue to take<br />

appropriate measures to ensure that the chances of<br />

financial irregularities occurring are reduced as far as<br />

possible by improving the quality of information at all<br />

levels in the group, fostering an open environment and<br />

ensuring that financial analysis is rigorously applied.<br />

Any system of internal control can, however, only<br />

provide reasonable, but not absolute, assurance<br />

against material misstatement or loss.<br />

The major elements of the system of internal control are<br />

as follows:<br />

1. Major commercial, strategic and financial risks are<br />

formally identified, quantified and assessed by<br />

each operating unit during the annual budgeting<br />

exercise and presented to and discussed with<br />

executive directors, after which they are<br />

considered by the Board.<br />

2. There is a comprehensive system of planning,<br />

budgeting, <strong>report</strong>ing and monitoring of the<br />

group’s operating units. This includes monthly<br />

management <strong>report</strong>ing and monitoring of<br />

performance and forecasts. The <strong>report</strong>s are reviewed<br />

by group staff and are also submitted to the<br />

Board for review. Monthly and quarterly reviews<br />

are embedded in the internal control process<br />

and cover each principal operating unit. Monthly<br />

reviews require each operating unit to consider,<br />

inter alia, business development, financial<br />

performance against budget and forecast, and<br />

capital expenditure proposals. Quarterly reviews of<br />

operating units also include a review of longer<br />

term business development performance against<br />

budget and forecast and all other aspects of the<br />

business. They are attended by executive directors<br />

and other group staff as appropriate.<br />

3. There is a structure which clearly defines lines of<br />

responsibility and delegation of authority.<br />

4. Each operating unit is required to comply with<br />

defined policies, financial controls and procedures<br />

and authorisation levels which are clearly<br />

communicated.<br />

By order of the Board<br />

Filip Beernaert<br />

Secretary<br />

19


9<br />

REMUNERATION REPORT<br />

Introduction<br />

The Remuneration Committee deals with all aspects<br />

of remuneration of the executive directors and certain<br />

other senior executives. The committee <strong>report</strong>ing to the<br />

Board is composed of Ken Humphreys, Geoffrey White,<br />

Nigel McCorkell, all non executives, and is chaired by<br />

Ken Humphreys.<br />

The Committee is responsible for:<br />

• Establishing and recommending to the Board the<br />

policy for executive remuneration;<br />

• Determining on behalf of the Board and shareholders<br />

the level and structure of the remuneration packages<br />

of the executive directors and selected senior<br />

executives; and<br />

• Reviewing and ensuring the alignment of executive<br />

remuneration throughout the organisation, including<br />

company share schemes.<br />

During the <strong>report</strong>ed year, the committee received advice<br />

and was assisted by the Hay Group - a global company<br />

providing a range of HR services to companies - on<br />

training, evaluation and salary levels.<br />

Policy<br />

The Remuneration Committee aims to ensure the<br />

packages offered are competitive and designed to<br />

attract, retain and motivate executive directors of the<br />

highest calibre. The committee seeks to reward the<br />

delivery of challenging targets over the long term<br />

for both growth and profitability. A base salary,<br />

a bonus scheme and a Long Term Incentive Plan (shares),<br />

are designed to ensure the delivery of best-in-class<br />

performance and align interests of shareholders<br />

and executives.<br />

Packages<br />

The basic salary is set using external market data<br />

for similar jobs in companies of comparable size<br />

and complexity.<br />

Incentives scheme<br />

The executive directors participate in an annual cash<br />

bonus scheme which is designed to reward the<br />

delivery of challenging business targets, growth,<br />

profitability, cash and individual personal targets. The<br />

Committee ensures that these are aligned with<br />

shareholders interests. The maximum bonus achievable<br />

for the CEO is 50% of salary and for the CFO 30%<br />

of salary.<br />

Long Term Incentive Plan<br />

The Long Term Incentive Plan (hereafter LTIP) is intended<br />

to offer an effective incentive over the longer term to<br />

executive directors and certain other senior executives.<br />

Further details of the LTIP can be found in the company’s<br />

admission document.<br />

The LTIP plan was adopted by the company on April 28,<br />

<strong>2005</strong>. The LTIP plan allows the Board to grant awards<br />

of shares in the company to employees of Punch<br />

Graphix group companies or to service companies<br />

the Board determines to be eligible for such grant.<br />

The total number of new ordinary shares that may be<br />

issued pursuant to the LTIP over a 10 year period may<br />

not exceed five percent of the total share capital of<br />

the company.<br />

20


A participant receiving an award under the LTIP will<br />

have full legal and beneficial ownership of the<br />

ordinary shares from the date of grant, subject to certain<br />

restrictions. Participants will have voting rights and are<br />

entitled to dividends and other distributions in relation<br />

to these ordinary shares.<br />

The ordinary shares of an award may not be disposed<br />

of before the end of the vesting period, which is, for the<br />

current awards granted, 3 years from the date of grant.<br />

The awards granted are subject to performance<br />

conditions. These conditions are linked to the growth<br />

and performance of the company in relation to the<br />

AIM UK 50 and to a peer group of companies such<br />

as Xerox, Océ, Eastman Kodak, Hewlett Packard,<br />

Agfa, Nipson, Domino, Heidelberg, Konika Minolta.<br />

If a participant is an employee who ceases employment<br />

within any of the Punch Graphix group companies<br />

either due to retirement, disability, illness, injury,<br />

redundancy or as a result of the sale of the business<br />

or subsidiary by which the participant is employed,<br />

the award will continue to vest. If employment<br />

ceases for other reasons, the award will be forfeited.<br />

If the participant (employee) dies, the award will<br />

vest immediately.<br />

Pension and gratuities for directors<br />

The Board may exercise all the powers of the company<br />

to pay, provide or procure the grant of pensions or<br />

other retirement or superannuation benefits and death,<br />

disability or other benefits, allowances or gratuities to<br />

any person who is or has been at any time a director of<br />

the company or in the employment or service of the<br />

company or of any company which is or was a subsidiary<br />

of or associated with the company or the predecessors<br />

in business of the company or any such subsidiary or<br />

associated company or the relatives or dependants of<br />

any such person.<br />

Non-executive directors<br />

Fees of non-executive directors are determined by<br />

the Board with regard to market rates. The Board may<br />

pay additional remuneration outside the scope of<br />

the ordinary duties of a non-executive director. The<br />

non-executives do not have service agreements and<br />

there are no provisions for early termination payments.<br />

If a participant is a service company and ceases to<br />

provide services to the Punch Graphix group<br />

companies, the award will be forfeited, unless the Board<br />

determines otherwise.<br />

On the lapse of an award, the ordinary shares subject<br />

to an award will be transferred to a third party specified<br />

by the company, unless the participant transfers to the<br />

company a cash amount equal to the market value of<br />

such number of ordinary shares.<br />

The following awards were granted at the moment of<br />

admission to AIM:<br />

Grantee Provision of management services by N o of ordinary shares<br />

Tilanus Consulting BVBA<br />

SWAP nv<br />

Herault BVBA 1<br />

Wimel BVBA 1&2<br />

FDVV Consult BVBA<br />

Mathias Business Consulting BVBA<br />

Aurelius BVBA 1<br />

Horst Steppat<br />

Dick Tilanus<br />

Jan Smits<br />

Koenraad Van der Elst<br />

Wim Deblauwe<br />

Frank Deschuytere<br />

Véronique Mathias<br />

Piet de Paepe<br />

n/a<br />

157,706<br />

140,183<br />

94,623<br />

84,110<br />

84,110<br />

84,110<br />

43,807<br />

43,807<br />

1<br />

The awards of Herault BVBA, Wimel BVBA, Aurelius BVBA have lapsed.<br />

2<br />

The award of Wimel BVBA has been re-awarded by the Board to Mr. Siegfried Trinker, Chief Sales Officer.<br />

As the scheme is in its first year, the committee have no<br />

plans to change the terms of the scheme.<br />

21


Directors’ emoluments<br />

Remuneration and<br />

emoluments paid <strong>2005</strong><br />

Bonus fees <strong>2005</strong><br />

Allowances<br />

Total<br />

Executive director<br />

Dick Tilanus<br />

€219,375<br />

€40,000<br />

€12,000<br />

€271,375<br />

Jan Smits<br />

€195,000<br />

€30,000<br />

€12,000<br />

€237,000<br />

Non - executive director<br />

Geoffrey White<br />

£45,000<br />

Nil<br />

None<br />

£45,000<br />

Nigel McCorkell<br />

£22,500<br />

Nil<br />

None<br />

£22,500<br />

Ken Humphreys<br />

£22,500<br />

Nil<br />

None<br />

£22,500<br />

Guido Dumarey<br />

£22,500<br />

Nil<br />

None<br />

£22,500<br />

Notes<br />

Consultancy agreements<br />

The consultancy agreements with the service companies for the provision of management services by the executive<br />

directors are entered into without time limit and may be terminated by either party by a three months’ notice or by paying<br />

equivalent compensation.<br />

Letters of appointment<br />

The letters of appointment of the non-executive directors are entered into for a three year period, can be renewed and may be<br />

terminated by either party on a one month’s written notice.<br />

Reimbursements<br />

The executive directors receive reimbursement for mobile phone costs and travel costs by plane.<br />

The consultancy agreement for management services provides for reimbursement of expenses incurred on company business.<br />

Allowances<br />

The service companies providing management services through the executive directors receive a monthly car allowance<br />

of €1.000.<br />

Save as set out above, there are no existing or proposed service or consultancy contracts between any member of the Group of<br />

Punch Graphix companies and any of the directors.<br />

22


10<br />

SOCIAL RESPONSIBILITY REPORT<br />

Safety, health and environment<br />

Punch Graphix is committed to building, implementing<br />

and ensuring working practices and production<br />

processes that pay need to the safety, health and<br />

environmental protection of its employees, products,<br />

customers and stakeholders. It constantly strives to<br />

ensure its products have the largest possible positve<br />

impact on the local and global environment.<br />

An example of this was the Belgian Environment Award<br />

that Punch Graphix received in 2003-2004 for the<br />

development of its new generation of digital colour<br />

printing presses. This Award is an initiative of the<br />

Federation of Enterprises of Belgium, the Federation<br />

of Flemish Enterprises, the Federation of Walloon<br />

Enterprises and the Federation of Enterprises<br />

in Brussels. It rewards enterprises and institutions who<br />

have distinguished themselves in the last five years by<br />

taking actions concerning enduring development and,<br />

more specifically, environmental technology or strategy.<br />

Punch Graphix’s commitment to the safety, health and<br />

environmental protection of its products covers all<br />

phases of the production process:<br />

Conception<br />

The Punch Graphix product range keeps the<br />

environment in mind even at the conceptual stage of the<br />

product. Its digital presses are environmentally friendly<br />

in three different aspects:<br />

• <strong>Xeikon</strong> presses allow printing on demand thanks to<br />

the low set-up times. Only those items that are<br />

actually required are printed. This is a revolutionary<br />

concept for fully personalised marketing campaigns,<br />

but it is also extremely important in terms of<br />

environmental friendliness, since this means that<br />

there is no need for keeping a stock of printed matter.<br />

The printer will only use the exact amount of paper<br />

and ink needed at that moment.<br />

• Digital technology makes it possible for the digital<br />

master of the document to be transferred via the<br />

Internet and then printed locally. Hence, there are no<br />

transportation costs involved in the document<br />

transfer, and this helps reduce CO2 emissions in road or<br />

air transport.<br />

• Punch Graphix makes sure that the marking material<br />

used for its products, such as toner particles, makes<br />

for environmentally friendly digital presses. With<br />

traditional printing methods volatile organic<br />

compounds (VOCs), harmful to the environment and<br />

to human health, are released into the air. <strong>Xeikon</strong><br />

digital presses use a quick, clean and environmentally<br />

friendly printing method and thus do not release VOCs.<br />

Moreover, the marking material the company selects<br />

is totally recyclable.<br />

In the conception of the pre-press product range,<br />

environmental friendliness is also given high priority:<br />

• When using basysPrint prepress technology in a<br />

traditional printing process, there is no need for the<br />

usual intermediate step illumination-to-film. The<br />

removal of the film lessens the environmental stress<br />

of the printing process.<br />

• The fact that basysPrint allows the use of conventional<br />

plates is highly beneficial to the environment and is,<br />

moreover, energy-efficient. Other CtP technologies<br />

require the newer digital plates and, thus, need<br />

hazardous developing liquids. Conventional plates<br />

do not use hazardous developing liquids and do not<br />

require as much energy.<br />

24


Design<br />

The RoHs Directive is a European regulation that restricts<br />

the use of certain hazardous substances in electrical and<br />

electronic equipment. A program is defined for all Punch<br />

Graphix products to comply with this Directive and the<br />

new generation of pre-press and digital products is,<br />

furthermore, designed to optimise energy efficiency.<br />

At the toner production plant in Heultje (Belgium),<br />

substantial investment plans have been undertaken to<br />

optimise energy consumption. Also, this year special<br />

investment programmes are underway to implement<br />

recycling in the production process, which will increase<br />

yield and reduce waste.<br />

Production<br />

In all three production plants special care has been<br />

taken to comply with the WEEE (waste from electronic<br />

and electrical equipment) regulation, which limits the<br />

total quantity of waste that may go to final disposal, and<br />

the M.A.P. (Milieu Actie Plan – Environmental Action Plan)<br />

regulation on energy efficiency. At these plants, waste<br />

water is separated from the pluvial water to reduce the<br />

stress on the waste water treatment.<br />

25


Quality<br />

The entire Punch Graphix product range meets<br />

international quality standards thanks to the<br />

rigorous quality programme the company implements<br />

in its production processes. Its production plants in<br />

Ieper (Belgium) and Boizenburg (Germany) are<br />

ISO 9001:2000 certified and its production plant in<br />

Lier (Belgium) is expected to gain the ISO 9001 by<br />

the end of 2006.<br />

Human resources<br />

People are Punch Graphix’s most precious asset,<br />

which is why its human resources (HR) strategy is a key<br />

element that flows from and supports the company’s<br />

business strategy. Good HR management is essential<br />

to succeed in business and it is only through its<br />

employees that the company will build on its<br />

current competitive advantages. With an HR policy<br />

that goes beyond legal requirements, Punch Graphix<br />

takes care that it is and is seen as an attractive,<br />

transparent and honest organisation that encourages<br />

employee development and provides a safe, pleasant<br />

working environment.<br />

Family support<br />

Punch Graphix recognises that its future depends<br />

on the ability to recruit and retain the right people.<br />

The company has an open approach to flexible<br />

working conditions and concurs with its employees<br />

in their requests and concerns about supporting<br />

a healthy family life. Its employee-friendly policies cover<br />

maternity leave, paternity pay and leave, among others.<br />

Initiatives<br />

In the past two years, Punch Graphix has been<br />

committed to supporting the Plato Initiative in the<br />

Mechelen region (Antwerp). Plato is an intensive<br />

counselling and supporting programme that helps<br />

SMEs grow and prosper. Plato seeks to professionalise<br />

the management of SMEs by means of work experience<br />

exchanges and networking under the supervision<br />

of large companies in order to achieve SME growth<br />

and development.<br />

Equal opportunities<br />

The Punch Graphix policy rigorously stipulates that all<br />

persons should be treated fairly irrespective of their colour,<br />

race, sexual orientation, age, religious or political<br />

beliefs. The company is committed to the principles of<br />

equal opportunity; it specifically prohibits discrimination<br />

of any type; and it ensures that employees who are<br />

physically impaired can work for the company wherever<br />

and whenever this is reasonably possible.<br />

26


11<br />

AUDITORS’ REPORT<br />

Independent auditors’ <strong>report</strong> to the<br />

shareholders of Punch Graphix plc<br />

We have audited the group and parent company financial<br />

statements (the “financial statements”) of Punch<br />

Graphix plc for the year ended 31 December <strong>2005</strong> which<br />

comprise the Consolidated Income Statement, the<br />

Consolidated and Company Balance Sheets, the<br />

Consolidated and Company Cash Flow Statement,<br />

the Consolidated and Company Statement of Change<br />

in Shareholders’ Equity and the related notes. These<br />

financial statements have been prepared under the<br />

accounting policies set out therein.<br />

Respective responsibilities of directors and<br />

auditors<br />

The directors’ responsibilities for preparing the <strong>Annual</strong><br />

Report and the financial statements in accordance with<br />

applicable law and International Financial Reporting<br />

Standards (IFRSs) as adopted by the European Union are<br />

set out in the Statement of Directors’ Responsibilities.<br />

Our responsibility is to audit the financial statements<br />

in accordance with relevant legal and regulatory<br />

requirements and International Standards on Auditing<br />

(UK and Ireland).<br />

We <strong>report</strong> to you our opinion as to whether the<br />

financial statements give a true and fair view and<br />

whether the financial statements have been properly<br />

prepared in accordance with the Companies Act 1985.<br />

We also <strong>report</strong> to you if, in our opinion, the Directors’<br />

Report is not consistent with the financial statements,<br />

if the company has not kept proper accounting records,<br />

if we have not received all the information and<br />

explanations we require for our audit, or if information<br />

specified by law regarding directors’ remuneration and<br />

other transactions is not disclosed.<br />

We read other information contained in the <strong>Annual</strong><br />

Report and consider whether it is consistent with the<br />

audited financial statements. The other information<br />

comprises only the Financial Highlights, the<br />

Business Strategy, Chairman’s Statement, the<br />

Operational Review, the Directors’ Report and the<br />

Remuneration Report, the Financial Review, the Social<br />

Responsibility Report, Directors and Advisors and the<br />

Corporate Governance Report. We consider the<br />

implications for our <strong>report</strong> if we become aware of any<br />

apparent misstatements or material inconsistencies<br />

with the financial statements. Our responsibilities do not<br />

extend to any other information.<br />

28


Our <strong>report</strong> has been prepared pursuant to the<br />

requirements of the Companies Act 1985 and for no<br />

other purpose. No person is entitled to rely on this<br />

<strong>report</strong> unless such a person is a person entitled to rely<br />

upon this <strong>report</strong> by virtue of and for the purpose of the<br />

Companies Act 1985 or has been expressly authorised<br />

to do so by our prior written consent. Save as above,<br />

we do not accept responsibility for this <strong>report</strong> to any<br />

other person or for any other purpose and we hereby<br />

expressly disclaim any and all such liability.<br />

Basis of audit opinion<br />

We conducted our audit in accordance with<br />

International Standards on Auditing (UK and Ireland)<br />

issued by the Auditing Practices Board. An audit includes<br />

examination, on a test basis, of evidence relevant to the<br />

amounts and disclosures in the financial statements.<br />

It also includes an assessment of the significant<br />

estimates and judgments made by the directors in the<br />

preparation of the financial statements, and of<br />

whether the accounting policies are appropriate to<br />

the group’s and company’s circumstances, consistently<br />

applied and adequately disclosed.<br />

Opinion<br />

In our opinion:<br />

• The group financial statements give a true and fair<br />

view, in accordance with IFRSs as adopted by the<br />

European Union, of the state of the group’s affairs as<br />

at 31 December <strong>2005</strong> and of its profit for the year<br />

then ended;<br />

• The parent company financial statements give a true<br />

and fair view, in accordance with IFRSs as adopted<br />

by the European Union as applied in accordance<br />

with the provisions of the Companies Act 1985,<br />

of the state of the company’s affairs as at<br />

December 31, <strong>2005</strong>; and<br />

• The financial statements have been properly<br />

prepared in accordance with the Companies Act<br />

1985.<br />

BDO Stoy Hayward LLP<br />

Chartered Accountants and Registered Auditors<br />

London, April 28, 2006<br />

We planned and performed our audit so as to obtain all<br />

the information and explanations which we considered<br />

necessary in order to provide us with sufficient<br />

evidence to give reasonable assurance that the financial<br />

statements are free from material misstatement,<br />

whether caused by fraud or other irregularity or error.<br />

In forming our opinion we also evaluated the overall<br />

adequacy of the presentation of information in the<br />

financial statements.<br />

29


12 FINANCIAL STATEMENTS<br />

Consolidated income statement<br />

31/12/04<br />

Note € '000<br />

31/12/05<br />

€ '000<br />

Sales<br />

1/2<br />

105,198<br />

153,210<br />

Other operating income<br />

3,056<br />

5,053<br />

Total revenues<br />

108,254<br />

158,263<br />

Change in inventories<br />

5,775<br />

2,952<br />

Purchases<br />

(44,792)<br />

(69,066)<br />

Salaries & employee benefits<br />

4<br />

(23,026)<br />

(29,963)<br />

Depreciation & amortisation<br />

9/11<br />

(6,221)<br />

(10,167)<br />

Impairment losses on current assets<br />

3<br />

(766)<br />

(3,117)<br />

Other operating charges<br />

3<br />

(25,605)<br />

(27,425)<br />

Total operating expenses<br />

94,635<br />

136,786<br />

Operating result<br />

13,619<br />

21,477<br />

Finance income<br />

5<br />

545<br />

1,329<br />

Finance cost<br />

5<br />

(3,239)<br />

(4,084)<br />

Share of results of associates<br />

12<br />

81<br />

(269)<br />

Result before tax<br />

11,006<br />

18,453<br />

Taxes<br />

6<br />

(3,492)<br />

(5,594)<br />

Net result<br />

7,514<br />

12,859<br />

Net result - equity interest<br />

7,071<br />

12,424<br />

Net result - minority interest<br />

443<br />

435<br />

Earnings per share - basic (euro cent per share)<br />

7<br />

8.84<br />

13.32<br />

Earnings per share - diluted (euro cent per share)<br />

7<br />

8.84<br />

13.26<br />

30<br />

The notes on pages 43 to 63 are part of the financial statements.


Consolidated balance sheet<br />

31/12/04 31/12/05<br />

Note € '000 € '000<br />

Non current assets<br />

82,190<br />

84,817<br />

Intangible assets<br />

9/10<br />

20,422<br />

25,152<br />

PPE: Property, Plant & Equipment<br />

11<br />

54,364<br />

49,973<br />

Investments in associates<br />

12<br />

2,240<br />

2,171<br />

Receivables<br />

13<br />

2,536<br />

6,497<br />

Deferred tax assets<br />

23<br />

2,628<br />

1,024<br />

Current assets<br />

70,070<br />

108,962<br />

Inventories<br />

14<br />

28,092<br />

32,491<br />

Trade receivables<br />

15<br />

30,330<br />

34,995<br />

Other amounts receivable<br />

15<br />

6,590<br />

11,409<br />

Cash and cash equivalents<br />

17<br />

5,058<br />

30,029<br />

Financial instruments<br />

25<br />

0<br />

38<br />

Total assets<br />

152,260<br />

193,779<br />

Shareholders equity<br />

53,605<br />

95,403<br />

Ordinary shares<br />

18<br />

11,746<br />

15,027<br />

Share premium account<br />

23,558<br />

50,378<br />

Consolidated reserves<br />

18,076<br />

30,604<br />

Other reserves<br />

3,300<br />

3,300<br />

Translation differences<br />

(3,075)<br />

(3,906)<br />

Minority interests<br />

20<br />

604<br />

624<br />

Total equity<br />

54,209<br />

96,027<br />

Non current liabilities<br />

45,595<br />

46,187<br />

Interest bearing loans & borrowings<br />

21<br />

40,567<br />

40,932<br />

Deferred tax liabilities<br />

23<br />

3,356<br />

4,180<br />

Other liabilities<br />

1,672<br />

1,075<br />

Current liabilities<br />

52,456<br />

51,565<br />

Trade payables<br />

24<br />

21,351<br />

21,457<br />

Other current payables<br />

24<br />

24,772<br />

20,715<br />

Current tax liabilities<br />

2,910<br />

4,025<br />

Borrowings<br />

21<br />

1,375<br />

2,848<br />

Provisions<br />

22<br />

2,048<br />

2,190<br />

Financial instruments<br />

25<br />

0<br />

330<br />

Total liabilities and equity<br />

152,260<br />

193,779<br />

The financial statements on were approved by the Board of Directors and authorised for issue on April 28, 2006 and were<br />

signed on its behalf by Jan Smits, CFO. The notes on pages 43 to 63 are part of these financial statements.<br />

31


Company balance sheet<br />

Note<br />

31/12/05<br />

€ '000<br />

Non current assets<br />

Investments<br />

Current assets<br />

Trade receivables<br />

Other amounts receivable<br />

Deferred charges and accruals<br />

Cash and cash equivalents<br />

Total assets<br />

Shareholders equity<br />

Ordinary shares<br />

Share premium account<br />

Retained earnings<br />

Other reserves<br />

Translation differences<br />

Total equity<br />

Current liabilities<br />

Trade payables<br />

Other current payables<br />

Current tax liabilities<br />

Total liabilities and equity<br />

12<br />

15<br />

15<br />

17<br />

40,394<br />

40,394<br />

31,615<br />

851<br />

16,099<br />

127<br />

14,538<br />

72,009<br />

71,361<br />

15,027<br />

50,378<br />

3,518<br />

3,300<br />

(862)<br />

71,361<br />

648<br />

191<br />

184<br />

273<br />

72,009<br />

The financial statements were approved by the Board of Directors and authorised for issue on April 28, 2006, and were signed<br />

on its behalf by Jan Smits, CFO.<br />

32<br />

The notes on pages 43 to 63 are part of these financial statements.


Consolidated cash flow statement<br />

31/12/04<br />

€ '000<br />

31/12/05<br />

€ '000<br />

Cash flow from operating activities<br />

Profit before taxation<br />

Adjustments for:<br />

Impairment losses<br />

Depreciation<br />

Change in provisions<br />

Profit on sale of fixed assets<br />

Share of results of associated undertakings<br />

Net finance charges<br />

Change in trade & other receivables<br />

Change in inventories<br />

Change in trade & other payables<br />

Interest paid<br />

Income taxes paid<br />

Net cash used in operating activities<br />

Cash flow from investing activities<br />

Investment in associates<br />

Purchase of property, plant & equipment<br />

Proceeds from sale of equipment<br />

Purchase of intangible assets<br />

Own production of intangible fixed assets<br />

Acquisitions<br />

Interest received<br />

Net cash used in investing activities<br />

Cash flow from financing activities<br />

Proceeds from the issue of share capital<br />

Proceeds from new leasings<br />

Payment of finance lease liabilities<br />

Dividend paid<br />

Net cash from financing activities<br />

Foreign exchange<br />

Net increase in cash & cash equivalents<br />

Cash and cash equivalents at beginning of period<br />

Cash and cash equivalents at end of period<br />

11,006<br />

6,221<br />

493<br />

(81)<br />

2,694<br />

20,333<br />

(8,657)<br />

(5,163)<br />

10,391<br />

16,904<br />

(2,645)<br />

(653)<br />

13,606<br />

(2,104)<br />

(3,472)<br />

592<br />

(878)<br />

(4,846)<br />

441<br />

260<br />

(10,007)<br />

236<br />

(694)<br />

(193)<br />

(651)<br />

164<br />

2,925<br />

1,916<br />

5,058<br />

18,453<br />

265<br />

10,167<br />

143<br />

(257)<br />

269<br />

2,753<br />

31,793<br />

(13,482)<br />

(4,398)<br />

(4,202)<br />

9,711<br />

(3,792)<br />

(1,975)<br />

3,944<br />

(497)<br />

(7,951)<br />

4,352<br />

(901)<br />

(5,386)<br />

1,329<br />

(9,054)<br />

28,311<br />

6,440<br />

(4,798)<br />

29,953<br />

128<br />

24,971<br />

5,058<br />

30,029<br />

33


Company cash flow statement<br />

Cash flow from operating activities<br />

Profit before taxation<br />

From incorporation to<br />

31/12/05<br />

€ '000<br />

3,737<br />

Adjustments for:<br />

Net interest received<br />

(638)<br />

3,099<br />

Change in trade & other receivables<br />

Change in trade & other payables<br />

(17,509)<br />

429<br />

(13,981)<br />

Income taxes paid<br />

Net cash used in operating activities<br />

(219)<br />

(14,200)<br />

Cash flow from investing activities<br />

Investment in subsidiary undertakings<br />

Interest received<br />

Net cash used in investing activities<br />

(22)<br />

449<br />

427<br />

Cash flow from financing activities<br />

Proceeds from the issue of share capital<br />

Net cash used in financing activities<br />

Net increase in cash & cash equivalents<br />

Cash and cash equivalents at beginning of period<br />

Cash and cash equivalents at end of period<br />

28,311<br />

28,311<br />

14,538<br />

-<br />

14,538<br />

34


Consolidated statement of equity<br />

Ordinary<br />

shares<br />

Share<br />

premium<br />

account<br />

Consolidated<br />

reserves<br />

Translation<br />

differences<br />

Other<br />

reserves<br />

Shareholders<br />

equity<br />

€ '000<br />

€ '000<br />

€ '000<br />

€ '000<br />

€ '000<br />

€ '000<br />

At January 1, <strong>2005</strong><br />

11,746<br />

23,558<br />

18,076<br />

(3,075)<br />

3,300<br />

53,605<br />

New share capital issued<br />

3,281<br />

28,957<br />

32,238<br />

Share issue costs<br />

(2,137)<br />

(2,137)<br />

Result of the year<br />

12,424<br />

12,424<br />

LTIP (1)<br />

104<br />

104<br />

Translation differences<br />

(831)<br />

(831)<br />

At December 31, <strong>2005</strong><br />

15,027<br />

50,378<br />

30,604<br />

(3,906)<br />

3,300<br />

95,403<br />

(1) LTIP: Long Term Incentive plan (see note 19).<br />

The only movement in shareholders’ equity in the year ended December 31, 2004 was the result of the year of € 7,071,000 and<br />

translation differences of € (975,000).<br />

Company statement of equity<br />

Called-up<br />

share capital<br />

Share<br />

premium<br />

account<br />

Other<br />

reserves<br />

Consolidated<br />

reserves<br />

Translation<br />

differences<br />

Total<br />

€ '000<br />

€ '000<br />

€ '000<br />

€ '000<br />

€ '000<br />

€ '000<br />

At January 1, 2004 and <strong>2005</strong><br />

11,746<br />

23,558<br />

3,300<br />

38,604<br />

New shares issued<br />

3,281<br />

28,957<br />

32,238<br />

Share issue costs<br />

(2,137)<br />

(2,137)<br />

Result of the year<br />

3,518<br />

3,518<br />

Translation differences<br />

(862)<br />

(862)<br />

At December 31, <strong>2005</strong><br />

15,027<br />

50,378<br />

3,300<br />

3,518<br />

(862)<br />

71,361<br />

As permitted by s230 of the Companies Act 1985 a separate income statement for Punch Graphix plc has not been presented.<br />

The company’s profit after tax for the year ended December 31, <strong>2005</strong> was €3,518,000.<br />

35


36<br />

Significant accounting policies<br />

Basis of preparation<br />

These financial statements have been prepared in<br />

accordance with International Financial Reporting<br />

Standards (IFRS and IFRIC interpretations) issued by<br />

the International Accounting Standards Board (IASB)<br />

as adopted by the EU and with those parts of the<br />

Companies Act 1985 applicable to companies preparing<br />

their accounts under IFRS.<br />

These are the first financial statements presented by the<br />

group. The transition date for IFRS 1 has been taken as<br />

January 1, 2004. The only exemption taken under IFRS 1<br />

is the transition date for IAS39 and IAS32 which has been<br />

taken as January 1, <strong>2005</strong>.<br />

The company was incorporated in the United Kingdom<br />

as Punch Graphix Limited on March 24, <strong>2005</strong> and<br />

re-registered as a public limited company with the<br />

name Punch Graphix plc on April 29, <strong>2005</strong>. On April 20,<br />

<strong>2005</strong> the company acquired <strong>Xeikon</strong> International nv<br />

(‘<strong>Xeikon</strong>’), Strobbe Graphics nv (‘Strobbe’), basysPrint<br />

GmbH (‘basysPrint’), and certain other companies, in<br />

which Punch International nv (‘Punch International’)<br />

had an investment immediately prior to April 20, <strong>2005</strong>.<br />

Following the company’s Admission onto AIM on May<br />

26, <strong>2005</strong>, its issued share capital was £10,282,922 divided<br />

into 102,829,220 fully paid ordinary shares. This is the first<br />

period that the company has presented consolidated<br />

financial statements.<br />

The company’s controlling interest in its directly held<br />

subsidiaries was acquired through a transaction under<br />

common control, as defined in IFRS 3 Business<br />

Combinations. The directors note that transactions<br />

under common control are outside the scope of IFRS 3<br />

and that there is no guidance elsewhere in IFRS covering<br />

such transactions.<br />

IFRS contain specific guidance to be followed where a<br />

transaction falls outside the scope of IFRS. This guidance<br />

is included at paragraphs 10 to 12 pf IAS 8 Accounting<br />

Policies, Changes in Accounting Estimates and Errors.<br />

This requires, inter alia, that where IFRS does not include<br />

guidance for a particular issue, the directors should also<br />

consider the most recent pronouncements of other<br />

standard setting bodies that use a similar conceptual<br />

framework to develop accounting standards. In this<br />

regard, it is noted that the United States Financial<br />

Accounting Standards Board (FASB) has issued an<br />

accounting standard covering business combinations<br />

(FAS 141) that is similar in a number of respects to IFRS<br />

3. Further, there is currently a major project being run<br />

jointly by the IASB and FASB to converge IFRS and<br />

US GAAP.<br />

In contrast to IFRS 3, FAS 141 does include, as an<br />

Appendix, limited accounting guidance for transactions<br />

under common control which, as with IFRS 3, are outside<br />

the scope of that accounting standard. The guidance<br />

contained in FAS 141 indicates that a form of accounting<br />

that is similar to pooling of interests accounting, which<br />

was previously set out in Accounting Principles Board<br />

(APB) Opinion 16, may be used when accounting for<br />

transactions under common control.<br />

Having considered the requirements of IAS 8, and the<br />

guidance included within FAS 141, it is considered<br />

appropriate to use a form of accounting which is<br />

similar to pooling of interests when dealing with<br />

the transaction in which the company acquired its<br />

controlling interest in its subsidiaries.<br />

In consequence, the Financial Information for Punch<br />

Graphix plc <strong>report</strong>s the result of operations for the<br />

period as though the acquisition of its controlling<br />

interest through a transaction under common control<br />

had occurred on January 1, 2004. The effects of<br />

intercompany transactions have been eliminated in<br />

determining the results of operations for the period<br />

prior to the acquisition of the controlling interest,<br />

meaning that those results are on substantially the same<br />

basis as the results of operations for the period after the<br />

acquisition of the controlling interest.<br />

Similarly, the consolidated balance sheets and other<br />

financial information have been presented as though<br />

the assets and liabilities of the combining entities had<br />

been transferred on January 1, 2004.<br />

A summary of the more important accounting policies<br />

is set out below. The accounting principles have been<br />

applied consistently for all years presented.<br />

Basis of consolidation<br />

Where the company has the power, either directly or<br />

indirectly, to govern the financial and operating policies<br />

of another entity or business so as to obtain benefits<br />

from its activities, it is classified as a subsidiary. The<br />

consolidated financial statements present the results<br />

of the company and its subsidiaries (“the group”) as if<br />

they formed a single entity. Intercompany transactions<br />

and balances between group companies are therefore<br />

eliminated in full.<br />

Business combinations<br />

The consolidated financial statements incorporate the<br />

results of business combinations using the purchase<br />

method. In the consolidated balance sheet, the<br />

acquiree’s identifiable assets, liabilities and contingent<br />

liabilities are initially recognised at their fair values<br />

at the acquisition date. The results of acquired<br />

operations are included in the consolidated income<br />

statement from the date on which control is obtained.


Goodwill<br />

Goodwill represents the excess of the cost of a business<br />

combination over the interest in the fair value of<br />

identifiable assets, liabilities and contingent liabilities<br />

acquired. Cost comprises the fair values of assets given,<br />

liabilities assumed and equity instruments issued, plus<br />

any direct costs of acquisition.<br />

Goodwill is capitalised as an intangible asset with any<br />

impairment in carrying value being charged to the<br />

income statement.<br />

Where the fair value of identifiable assets, liabilities<br />

and contingent liabilities exceeds the fair value of<br />

consideration paid, the excess is credited in full to the<br />

income statement.<br />

Intangibles<br />

Research and development costs<br />

Expenditure on research activities, undertaken with<br />

the prospect of gaining new scientific or technical<br />

knowledge, is recognised in the income statement as<br />

an expense as incurred. Costs incurred on development<br />

projects (relating to the design and testing of new or<br />

improved products) are recognised as intangible assets<br />

to the extent that such expenditure is expected to<br />

generate future economic benefits and meets the<br />

recognition criteria set out in IAS 38 ‘Intangible Assets’.<br />

Other development expenditures are recognised as<br />

an expense as incurred. Development costs previously<br />

recognised as an expense are not recognised as assets in<br />

a subsequent period. Development costs that have been<br />

capitalised are amortised from the commencement<br />

of the commercial production of the product on a<br />

straight-line basis over the period of its expected benefit.<br />

The amortisation periods adopted do not exceed<br />

five years. The capitalised development costs are assessed<br />

for impairment whenever events or changes in<br />

circumstances indicate that their carrying amount may<br />

not be recoverable.<br />

Computer software development costs<br />

Generally, costs associated with developing or<br />

maintaining computer software programmes are<br />

recognised as an expense as incurred. However,<br />

costs that are directly associated with identifiable<br />

and unique software products controlled by the group<br />

that have probable economic benefits exceeding<br />

the cost beyond one year, are recognised as assets.<br />

Direct costs include staff costs of the software<br />

development team. Computer software costs that<br />

have been capitalised are amortised on a straight-line<br />

basis over the period of their expected useful lives, not<br />

exceeding a period of five years.<br />

Other intangible assets<br />

Expenditure on acquired patents, trademarks and<br />

licences are capitalised and amortised on a straight-line<br />

basis over their useful economic lives, but not exceeding<br />

20 years. Amortisation of intangible assets is included<br />

within depreciation and amortisation expenses in the<br />

income statement.<br />

Impairment of non-financial assets<br />

Impairment tests on goodwill and other intangible<br />

assets with indefinite useful economic lives are<br />

undertaken annually on December 31. Other nonfinancial<br />

assets are reviewed for impairment whenever<br />

events or changes in circumstances indicate that their<br />

carrying amount may not be recoverable. Whenever<br />

the carrying amount of an asset exceeds its recoverable<br />

amount (being the higher of its fair value less cost to<br />

sell and its value in use), an impairment loss is recognised<br />

within other operating charges. The fair value less cost<br />

to sell is the amount obtainable from the sale of an asset<br />

in an arm’s length transaction while value in use is the<br />

present value of estimated future cash flows expected<br />

to arise from the continuing use of an asset and from<br />

its disposal at the end of its useful life. Recoverable<br />

amounts are estimated for individual assets or, if this is<br />

not possible, for the cash generating unit to which the<br />

assets belong. Reversal of impairment losses recognised<br />

in prior years is recorded in income when there is an<br />

indication that the impairment losses recognised for<br />

the assets no longer exist or have decreased. As an<br />

exception, impairment losses recognised for goodwill<br />

are not reversed.<br />

Property, plant and equipment<br />

Items of property, plant and equipment are stated at<br />

purchase price or production cost including directly<br />

attributable costs less accumulated depreciation and<br />

impairment losses. Expenses for the repair of property,<br />

plant and equipment are usually charged as an expense<br />

when incurred. They are, however, capitalised when<br />

they increase the future economic benefits expected to<br />

arise from the item of Property, plant and equipment.<br />

Property, plant and equipment are depreciated on a<br />

straight-line basis over the estimated useful life of the<br />

item. Land is not depreciated. Assets under construction<br />

represent plant and properties under construction and<br />

are stated at cost. This includes cost of construction,<br />

plant and equipment acquired and other direct costs.<br />

Assets under construction are not depreciated until<br />

such time as the relevant assets are available for their<br />

intended use.<br />

37


The estimated useful lives of the various identified asset<br />

categories are as follows:<br />

Buildings<br />

Machinery and equipment<br />

Furniture and fixtures<br />

Other fixed assets<br />

25 to 40 years<br />

3 to 8 years<br />

5 to10 years<br />

3 to 5 years<br />

The depreciation is calculated to write off the carrying<br />

value of items on a straight-line basis starting from the<br />

month of purchase. Where the carrying amount of an<br />

asset is greater than its estimated recoverable amount,<br />

it is written down immediately to its recoverable value.<br />

Government grants<br />

Government grants relating to the purchase of property,<br />

plant and equipment are included in non-current<br />

liabilities as deferred income and are credited to the<br />

income statement on a straight-line basis over the<br />

expected lives of the related assets.<br />

Leases<br />

As lessee<br />

Finance leases<br />

Leases of property, plant and equipment, where the<br />

group substantially has all the risks and rewards of<br />

ownership, are classified as finance leases. Finance leases<br />

are capitalised at the inception of the lease at the lower<br />

of the fair value of the leased property or the present<br />

value of the minimum lease payments. Each lease<br />

payment is allocated between the liability and the<br />

finance charges so as to achieve a constant rate on the<br />

finance balance outstanding. The corresponding rental<br />

obligations, net of finance charges, are included as<br />

borrowing. The interest element of the finance cost is<br />

charged to the income statement over the lease term.<br />

The leased assets are depreciated over their expected<br />

useful lives on a basis consistent with similar owned<br />

property, plant and equipment. If there is no reasonable<br />

certainty that ownership will be acquired by the end of<br />

the lease term, the asset is depreciated over the shorter<br />

of the lease term and its useful life.<br />

the sale occurs.<br />

Operating leases<br />

Assets leased out under operating leases are included<br />

in property, plant and equipment in the balance sheet.<br />

They are depreciated over their expected useful lives<br />

on a basis consistent with similar owned property,<br />

plant and equipment. Rental income (net of any<br />

incentives given to the lessee) is recognised on a<br />

straight-line basis over the lease term or in accordance<br />

with usage as appropriate.<br />

Inventories<br />

Inventories are initially valued at cost, and subsequently<br />

at the lower of cost or net realisable value, fixed according<br />

to the weighted average cost method. Work in progress<br />

and finished goods are valued at direct production cost.<br />

The cost of production comprises the direct cost of<br />

materials, direct manufacturing expenses, appropriate<br />

allocation of material and manufacturing overhead,<br />

and an appropriate share of the depreciation and<br />

write-downs of assets used for production. If the<br />

purchase or production cost is higher than the net<br />

realisable value, inventories are written down to net<br />

realisable value. Net realisable value is the estimated<br />

selling price in the ordinary course of business, less the<br />

estimated costs of completion and selling expenses.<br />

Trade receivables<br />

Trade receivables are carried at original invoice amount<br />

less impairment losses as a result of a past event that occurred<br />

subsequent to the assets’ recognition.<br />

Operating leases<br />

Lease payments under operating leases are recognised<br />

as an expense on a straight-line basis over the lease<br />

term.<br />

38<br />

As lessor<br />

Finance leases<br />

When assets are leased under a finance lease, the present<br />

value of the lease payment is recognised as a receivable.<br />

Financial income is recognised over the term of the<br />

lease using the net investment method, which reflects a<br />

constant periodic rate of return. Profits arising on sales<br />

under finance leases are recognised in the period that


Taxation including deferred tax<br />

Deferred income tax is provided in full using the<br />

balance sheet liability method, on temporary differences<br />

between the carrying amount of assets and liabilities for<br />

financial <strong>report</strong>ing purposes and the tax bases.<br />

Deferred taxes are not calculated on the following<br />

temporary differences:<br />

• Initial recognition of goodwill;<br />

• Goodwill for which amortisation is not tax<br />

deductible; and<br />

• The initial recognition of assets or liabilities that are<br />

not a business combination and at the time of<br />

the transaction affects neither the accounting nor<br />

taxable profit.<br />

The amount of deferred tax provided is based on the<br />

expected manner of realisation or settlement of the<br />

carrying amount of assets and liabilities, using tax<br />

rates enacted or substantially enacted at the balance<br />

sheet date. A deferred tax asset is recognised only to<br />

the extent that it is probable that future taxable profits<br />

will be available against which the unused tax losses<br />

and credits can be utilised. Deferred tax assets are<br />

reduced to the extent that it is no longer probable<br />

that the related tax benefit will be realised. Deferred tax<br />

balances are not discounted.<br />

Deferred tax assets and liabilities are offset when the<br />

group has a legally enforceable right to offset current<br />

tax assets and liabilities and the deferred tax assets and<br />

liabilities relate to the taxes levied by the same tax<br />

authority on either:<br />

• The same taxable group company; or<br />

• Different group entities which intend either to settle<br />

current tax assets and liabilities on a net basis, or to<br />

realise the assets and settle the liabilities simultaneously,<br />

in each future period in which significant<br />

amounts of deferred tax assets or liabilities are<br />

expected to be settled or recovered.<br />

Investments in Associates<br />

An associate is an entity over which the Group is in a<br />

position to exercise significant influence, but not control<br />

or joint control, through participation (but not control<br />

of ) in the financial and operating policy decisions of<br />

the investee.<br />

The results and assets and liabilities of associates are<br />

incorporated in these financial statements using the<br />

equity method of accounting except when classified<br />

as held for sale. Investments in associates are carried<br />

in the balance sheet at cost as adjusted by postacquisition<br />

changes in the group’s share of the net<br />

assets of the associate, less any impairment in the value<br />

of individual investments. Losses of the associates in<br />

excess of the group’s interest in those associates are not<br />

recognised unless there is an obligation to make good<br />

those losses.<br />

Any excess of the cost of acquisition over the group’s<br />

share of the fair values of the identifiable net assets of<br />

the associate at the date of acquisition is recognised<br />

as goodwill and included in the carrying value of the<br />

investment. Any deficiency of the cost of acquisition<br />

below the group’s share of the fair values of the identifiable<br />

net assets of the associate at the date of acquisition<br />

(i.e. discount on acquisition) is credited in profit and loss<br />

in the period of acquisition.<br />

Where a group company transacts with an associate of<br />

the group, profits and losses are eliminated to the extent<br />

of the group’s interest in the relevant associate. Losses<br />

may provide evidence of an impairment of the asset<br />

transferred in which case appropriate provision is made<br />

for impairment.<br />

Cash and cash equivalents<br />

For the purposes of the cash flow statement, cash and<br />

cash equivalents comprise cash on hand, deposits<br />

held on call with banks, other short-term highly liquid<br />

investments, and bank overdrafts. In the balance<br />

sheet, bank overdrafts are included in borrowings in<br />

current liabilities.<br />

Share capital and share premium<br />

External costs directly attributable to the issue of<br />

new shares, other than on a business combination,<br />

are shown as a deduction, net of tax, in equity from<br />

the proceeds. Share issue costs incurred directly in<br />

connection with a business combination are included in<br />

the cost of acquisition.<br />

39


Dividends on ordinary shares are recognised in equity<br />

in the period in which they are declared. Where<br />

the company or its subsidiaries purchase its own or<br />

its parent company’s equity share capital, the<br />

consideration paid, including any attributable<br />

transaction costs, net of income taxes, is deducted from<br />

the total shareholders’ equity as treasury shares until<br />

they are cancelled. Where such shares are subsequently<br />

sold or reissued, any consideration received is included<br />

in shareholders’ equity.<br />

Provisions<br />

Provisions are recognised when the group has a present<br />

legal or constructive obligation as a result of past<br />

events, it is probable that an outflow of resources will be<br />

required to settle the obligation, and a reliable estimate<br />

of the amount can be made.<br />

Warranty<br />

The operating group recognises the estimated liability<br />

to repair or replace its products still under warranty<br />

at the balance sheet date. This provision is calculated<br />

based on the past history of the level of repairs and<br />

replacements or on a basis of best estimates.<br />

Onerous contracts<br />

The operating group recognises a provision for onerous<br />

contracts when the expected benefits to be derived<br />

from a contract are less than the unavoidable costs of<br />

meeting the obligations under the contract.<br />

Restructuring<br />

Restructuring provisions mainly comprise lease termination<br />

penalties and employee termination payments, and<br />

are recognised in the period in which the group becomes<br />

legally or constructively committed to payment.<br />

A constructive obligation to restructure arises only when<br />

an entity:<br />

• has a detailed formal plan for restructuring; and<br />

• has raised a valid expectation in those affected that<br />

it will carry out the restructuring by starting to<br />

implement that plan or announcing its main features<br />

to those affected by it.<br />

Capitalisation of borrowing costs and interest<br />

Borrowings are recognised initially at the proceeds<br />

received, net of transaction costs incurred. In subsequent<br />

periods, borrowings are stated at amortised cost using<br />

the effective yield method; any difference between<br />

proceeds (net of transaction costs) and the redemption<br />

value is recognised in the income statement over the<br />

period of the borrowing. When borrowings are<br />

repurchased or settled before maturity, any difference<br />

between the amount repaid and the carrying amount is<br />

recognised immediately in the income statement.<br />

Revenue recognition<br />

Revenue is recognised when significant risks and rewards<br />

have been transferred to the buyer, when the group no<br />

longer retains significant management involvement in<br />

the sold item, when it is probable that the economic<br />

benefits associated with a transaction will flow to the<br />

enterprise, when the amount of the revenue can be<br />

measured reliably and when the costs incurred can be<br />

reliably measured.<br />

Sales are recognised net of sales tax and discounts.<br />

Revenue from rendering services is recognised by<br />

reference to the stage of completion when this can<br />

be measured by reference to labour hours incurred<br />

prior to the year end as a percentage of total estimated<br />

labour hours for the contract. When the outcome of the<br />

transaction involving the rendering of services cannot<br />

be estimated reliably, revenue is recognised only to the<br />

extent of the expenses recognised that are recoverable.<br />

No revenue is recognised on barter transactions involving<br />

the exchange of similar goods and services. Interest<br />

is recognised on a time proportion basis that reflects<br />

the effective yield of the asset. Royalties are recognised<br />

on an accrual basis in accordance with the terms of<br />

agreements. Dividends are recognised when the<br />

shareholders’ right to receive payment is established.<br />

Employee benefit costs<br />

Employees benefits are generally paid in cash and<br />

expensed to the income statement.<br />

Costs relating to the ongoing activities of the group are<br />

not provided for in advance. Any fixed assets that are no<br />

longer required for their original use are transferred to<br />

current assets and carried at the lower of the carrying<br />

amount or the fair value less costs to sell.<br />

40


Foreign currency<br />

Transactions entered into by group entities in a currency<br />

other than the currency of the primary economic<br />

environment in which it operates (the “functional<br />

currency”) are recorded at the rates ruling when the<br />

transactions occur. Foreign currency monetary assets<br />

and liabilities are translated at the rates ruling at the<br />

balance sheet date. Exchange differences arising on the<br />

retranslation of unsettled monetary assets and liabilities<br />

are similarly recognised immediately in the income<br />

statement, except for foreign currency borrowings as a<br />

hedge of a net investment in a foreign operation.<br />

On consolidation, the results of overseas operations are<br />

translated into euros at rates approximating to those<br />

ruling when the transactions took place. All assets and<br />

liabilities of overseas operations, including goodwill<br />

arising on the acquisition of those operations, are<br />

translated at the rate ruling at the balance sheet<br />

date. Exchange differences arising on translating the<br />

opening net assets at opening rate and the results of<br />

overseas operations at actual rate are recognised directly<br />

in equity (the “foreign exchange reserve”). The company<br />

balance sheet has been translated at a rate of 0,6843€/£.<br />

On disposal of a foreign operation, the cumulative<br />

exchange differences recognised in the foreign<br />

exchange reserve relating to that operation up to the<br />

date of disposal are transferred to the income statement<br />

as part of the profit or loss on disposal.<br />

Financial instruments<br />

Financial assets<br />

The group classifies its financial assets into one of the<br />

following categories, depending on the purpose for<br />

which the asset was acquired. Other than financial<br />

assets in a qualifying hedging relationship (see below), the<br />

group’s accounting policy for each category is as follows:<br />

Fair value through profit or loss<br />

This category comprises only in-the-money derivatives.<br />

They are carried in the balance sheet at fair value<br />

with changes in fair value recognised in the income<br />

statement. The group does not have any assets held for<br />

trading nor does it voluntarily classify any financial assets<br />

as being at fair value through profit or loss.<br />

Loans and receivables<br />

These assets are non-derivative financial assets with fixed<br />

or determinable payments that are not quoted in an<br />

active market. They arise principally through the<br />

provision of goods and services to customers (trade<br />

debtors), but also incorporate other types of contractual<br />

monetary asset. They are carried at cost less any<br />

provision for impairment.<br />

Held-to-maturity investments<br />

These assets are non-derivative financial assets with<br />

fixed or determinable payments and fixed maturities<br />

that the group’s management has the positive<br />

intention and ability to hold to maturity. These assets are<br />

measured at amortised cost, with changes through the<br />

income statement.<br />

Available-for-sale<br />

Non-derivative financial assets not included in the<br />

above categories are classified as available-for-sale and<br />

comprise the group’s strategic investments in entities<br />

not qualifying as subsidiaries, associates or jointly<br />

controlled entities. They are carried at fair value with<br />

changes in fair value recognised directly in equity. Where<br />

a decline in the fair value of an available-for-sale financial<br />

asset constitutes objective evidence of impairment,<br />

the amount of the loss is removed from equity and<br />

recognised in the income statement.<br />

41


Financial liabilities<br />

The group classifies its financial liabilities into one of two<br />

categories, depending on the purpose for which the<br />

liability was acquired. Other than financial liabilities in a<br />

qualifying hedging relationship, the group’s accounting<br />

policy for each category is as follows:<br />

Fair value through profit or loss<br />

This category comprises only out-of-the-money derivatives.They<br />

are carried in the balance sheet at fair<br />

value with changes in fair value recognised in the<br />

income statement.<br />

Other financial liabilities<br />

Other financial liabilities include the following items:<br />

Trade payables and other short-term monetary<br />

liabilities, which are recognised at amortised cost. Bank<br />

borrowings drawn by the group are initially recognised<br />

at the amount advanced net of any transaction costs<br />

directly attributable to the issue of the instrument.<br />

Such interest bearing liabilities are subsequently<br />

measured at amortised cost using the effective<br />

interest rate method, which ensures that any interest<br />

expense over the period to repayment is at a constant<br />

rate on the balance of the liability carried in the balance<br />

sheet. “Interest expense” in this context includes initial<br />

transaction costs and premiums payable on redemption,<br />

as well as any interest or coupon payable while the<br />

liability is outstanding.<br />

Share-based payments<br />

Where share options are awarded to employees, the fair<br />

value of the options at the date of grant is charged to the<br />

income statement over the vesting period. Non-market<br />

vesting conditions are taken into account by adjusting<br />

the number of equity instruments expected to vest at<br />

each balance sheet so that, ultimately, the cumulative<br />

amount recognised over the vesting period is based<br />

on the number of options that eventually vest. Market<br />

vesting conditions are factored into the fair value<br />

of the options granted. As long as all other vesting<br />

conditions are satisfied, a charge is made irrespective of<br />

whether the market vesting conditions are satisfied. The<br />

cumulative expense is not adjusted for failure to achieve<br />

a market vesting condition.<br />

Where the terms and conditions of options are modified<br />

before they vest, the increase in the fair value of the<br />

options, measured immediately before and after the<br />

modification, is also charged to the income statement<br />

over the remaining vesting period.<br />

On December 31, <strong>2005</strong> the group did not apply the<br />

principles of hedge accounting.<br />

42


NOTES TO THE ACCOUNTS<br />

1A. Business segment <strong>report</strong>ing<br />

The group’s operating businesses are organised and managed separately according to the nature of products and services<br />

provided, with each segment representing a distinct business line that offers different products and serves different markets.<br />

Unallocated costs, mainly represent corporate expenses. Segment assets consist primarily of property, plant and equipment,<br />

intangible assets, inventories, receivables and operating cash and exclude financial assets. Segment liabilities comprise operating<br />

liabilities and corporate borrowings. Capital expenditures comprise additions to property, plant and equipment (see note 11) and<br />

intangible assets (see note 9), including additions resulting from acquisitions. For the primary <strong>report</strong>ing format, the two business<br />

segments are CtP (Computer to Plate) and DP (Digital Printing).<br />

Business segment <strong>report</strong>ing<br />

31/12/04 31/12/05 31/12/04 31/12/05 31/12/04 31/12/05 31/12/04 31/12/05<br />

CtP CtP DP DP Other Other Total Total<br />

€ '000 € '000 € '000 € '000 € '000 € '000 € '000 € '000<br />

Total revenues<br />

27,061<br />

49,876<br />

78,137<br />

103,334<br />

105,198<br />

153,210<br />

Other operating income<br />

1,162<br />

6,356<br />

1,894<br />

(1,303)<br />

3,056<br />

5,053<br />

Total revenues<br />

28,223<br />

56,232<br />

80,031<br />

102,031<br />

108,254<br />

158,263<br />

Operating result<br />

4,660<br />

8,883<br />

9,084<br />

12,594<br />

(125)<br />

13,619<br />

21,477<br />

Finance income / (cost)<br />

(2,694)<br />

(2,755)<br />

(2,694)<br />

(2,755)<br />

share of results of associates<br />

81<br />

(269)<br />

81<br />

(269)<br />

Result before tax<br />

11,006<br />

18,453<br />

Taxes<br />

(3,492)<br />

(5,594)<br />

Net result<br />

7,514<br />

12,859<br />

Net result - minority interest<br />

443<br />

435<br />

443<br />

435<br />

Total assets<br />

28,608<br />

31,579<br />

103,379<br />

107,272<br />

20,273<br />

54,928<br />

152,260<br />

193,779<br />

Total liabilities<br />

9,989<br />

4,723<br />

32,803<br />

29,395<br />

58,558<br />

63,634<br />

101,350<br />

97,752<br />

Total capital expenditure<br />

819<br />

2,662<br />

6,655<br />

13,925<br />

7,474<br />

16,587<br />

Total depreciation and amortisation<br />

797<br />

1,437<br />

5,309<br />

8,730<br />

115<br />

6,221<br />

10,167<br />

Total impairment losses on current assets<br />

0<br />

(392)<br />

(766)<br />

(2,725)<br />

(766)<br />

(3,117)<br />

Total other non cash expenses<br />

(1,468)<br />

(2,397)<br />

(1,751)<br />

(367)<br />

(3,219)<br />

(2,764)<br />

Investment in associates<br />

2,240<br />

2,171<br />

2,240<br />

2,171<br />

1B. Revenue<br />

An analysis of the revenue is as follows :<br />

Sale of parts and options<br />

Sale of consumables<br />

Sale of printing systems<br />

Revenue from service arrangements<br />

Equipment leasing income<br />

Other operating income<br />

31/12/04<br />

9,992<br />

40,040<br />

37,965<br />

9,926<br />

7,275<br />

105,198<br />

3,056<br />

31/12/05<br />

9,588<br />

41,081<br />

86,021<br />

10,353<br />

6,167<br />

153,210<br />

5,053<br />

108,254<br />

158,263<br />

43


2. Geographical segment <strong>report</strong>ing<br />

The group’s manufacturing facilities are based in Europe. The group conducts its selling activities on a global basis through sales<br />

companies. The following table provides an analysis of the group’s sales by geographic market irrespective of the origin of the<br />

goods and services.<br />

31/12/04 31/12/05 31/12/04 31/12/05 31/12/04 31/12/05 31/12/04 31/12/05<br />

Europe Europe US US Asia Asia IFRS IFRS<br />

€ '000<br />

€ '000<br />

€ '000<br />

€ '000<br />

€ '000<br />

€ '000<br />

€ '000<br />

€ '000<br />

Total revenues<br />

79,980<br />

102,576<br />

22,130<br />

42,594<br />

3,088<br />

8,040<br />

105,198<br />

153.210<br />

Segment assets<br />

124,987<br />

158,253<br />

11,671<br />

16,806<br />

15,602<br />

18,720<br />

152,260<br />

193,779<br />

Total capex<br />

6,849<br />

13,371<br />

165<br />

3,191<br />

460<br />

25<br />

7,474<br />

16,587<br />

3. Other operating charges<br />

31/12/04<br />

31/12/05<br />

€ '000<br />

€ '000<br />

Rental, leasing and maintenance of land, property and equipment<br />

Utility and service costs of land, property and equipment<br />

Insurance costs<br />

Research and development costs<br />

Sales, marketing and representation costs<br />

Other fees and expenses<br />

Foreign exchange gain/loss<br />

3,138<br />

6,085<br />

597<br />

7,023<br />

6,264<br />

2,498<br />

1,538<br />

4,976<br />

7,180<br />

742<br />

6,107<br />

7,261<br />

1,159<br />

(215)<br />

BDO Stoy Hayward LLP audit renumeration: €139,000 for which €139,000 was for Punch Graphix plc. BDO Stoy Hayward<br />

LLP and affiliates non-audit services including tax advice, corporate finance services: €460,000 (2004: €0)<br />

of which €460,000 for Punch Graphix plc. Of the total amount of non-audit fees, €308,000 were incurred in connection with the<br />

issue of share capital and, accordingly, the amount has been offset against the share premium account.<br />

The total group audit fee payable to BDO Stoy Hayward LLP and other member firms amounted to €209,000 (2004: € nil)<br />

Impairment losses on current assets comprice €1,472,000 (2004: €470,000) in respect of inventory and €1,381,000<br />

(2004 : €296,000) in respect of trade receivables.<br />

44


4. Personnel costs<br />

Employees and directors<br />

31/12/04<br />

31/12/05<br />

Staff costs of the year<br />

Wages and salaries<br />

Social security costs<br />

Other staff costs<br />

Pension costs<br />

Share based payment - equity settled<br />

Salaries & employee benefits<br />

Average number of people employed by business unit<br />

Digital Printing (DP)<br />

Computer to Plate (CtP)<br />

Other<br />

Average number of people employed by business unit<br />

€ '000<br />

17,379<br />

4,803<br />

145<br />

699<br />

23,026<br />

312<br />

203<br />

515<br />

€ '000<br />

23,412<br />

5,289<br />

323<br />

835<br />

104<br />

29,963<br />

403<br />

235<br />

3<br />

641<br />

Aggregate emoluments paid to directors during the period amounted to €672,000. Emoluments comprise short-term benefits<br />

only. The aggregate emoluments of the highest paid director was €271,375 and the highest paid director received 157,706<br />

ordinary shares under the long term incentive plan with a total value of €138,000.<br />

In addition, €104,000 was expensed during the year in respect of the LTIP scheme (2004: €0). Directors received 732,456 shares<br />

under the LTIP with a value of €520,000. The company had no employees.<br />

5. Financial income and charges<br />

Net finance cost<br />

31/12/04<br />

31/12/05<br />

Interests on bank borrowings<br />

Interest on finance leases<br />

Other financial expenses<br />

Finance cost<br />

Interests on bank accounts<br />

Interest income from finance leases<br />

Other financial income<br />

Finance income<br />

Net finance cost<br />

€ '000<br />

(401)<br />

(2,505)<br />

(333)<br />

(3,239)<br />

177<br />

100<br />

268<br />

545<br />

(2,694)<br />

€ '000<br />

(834)<br />

(2,247)<br />

(1,003)<br />

(4,084)<br />

782<br />

285<br />

262<br />

1,329<br />

(2,755)<br />

45


6. Income taxes<br />

31/12/04<br />

Analysis of charge arising in year € '000<br />

31/12/05<br />

€ '000<br />

UK (at 30%)<br />

Belgium (at 34%)<br />

Other (between 22% and 40%)<br />

Total current tax<br />

Deferred tax<br />

Taxation<br />

153<br />

621<br />

221<br />

995<br />

2,497<br />

3,492<br />

518<br />

1,876<br />

708<br />

3,102<br />

2,492<br />

5,594<br />

31/12/04<br />

31/12/05<br />

Current tax charged to P&L € '000<br />

€ '000<br />

Corporation tax<br />

Total current tax liabilities<br />

995<br />

995<br />

3,102<br />

3,102<br />

31/12/04<br />

31/12/05<br />

Tax in profit & loss account € '000<br />

€ '000<br />

Current tax<br />

995<br />

3,102<br />

Deferred tax<br />

2,497<br />

2,492<br />

Taxes<br />

3,492<br />

5,594<br />

Reconciliation of tax charge<br />

Result before tax<br />

11,006<br />

18,721<br />

Income tax using the Belgian tax rate<br />

3,742<br />

34%<br />

6,365<br />

34%<br />

Tax effect of non deductable expenses<br />

314<br />

3%<br />

490<br />

3%<br />

Tax effect of tax exempt revenues<br />

(276)<br />

(3%)<br />

(116)<br />

(1%)<br />

Tax effect of unrecognised tax losses<br />

(280)<br />

(3%)<br />

(783)<br />

(4%)<br />

Under/over-provided in prior years<br />

15<br />

(6)<br />

Effect of tax rates in foreign jurisdictions<br />

(44)<br />

(286)<br />

(2%)<br />

Other tax effects<br />

21<br />

(70)<br />

Total tax reconciliation<br />

3,492<br />

32%<br />

5,594<br />

30%<br />

46


7. Earnings per share<br />

31/12/04<br />

31/12/05<br />

Profit for the year (€ '000)<br />

Average number of shares<br />

Shares issued under LTIP - number<br />

Average number of shares - diluted<br />

EPS (euro cent per share)<br />

EPS - diluted (euro cent per share)<br />

7,071<br />

80,000,000<br />

80,000,000<br />

8,84<br />

8,84<br />

12,424<br />

93,258,058<br />

444,472<br />

93,702,530<br />

13,32<br />

13,26<br />

The shares used in the EPS calculation from January 1, 2004, to the date of the admission to AIM in May <strong>2005</strong> of 80 million shares<br />

represent the shares issued both on the company’s incorporation and to acquire the company’s subsidiary undertakings from<br />

Punch International nv.<br />

8. Dividends<br />

On March 20, 2006 the Board proposed a final dividend payment of 2.35 euro cent per share, totalling €2,416,000, for the year<br />

ended December 31, <strong>2005</strong>. This dividend has not been accrued for in these financial statements.<br />

9. Intangible assets<br />

Development costs<br />

Software licenses<br />

Goodwill<br />

Intangibles<br />

Acquisition value € '000<br />

€ '000<br />

€ '000<br />

€ '000<br />

At January 1, <strong>2005</strong><br />

10,013<br />

1,155<br />

13,106<br />

24,274<br />

Additions - acquisitions<br />

5,433<br />

178<br />

2,011<br />

7,622<br />

Additions - internally generated<br />

996<br />

996<br />

Disposals<br />

(60)<br />

(248)<br />

(308)<br />

Transfers<br />

(319)<br />

319<br />

Currency translation adjustments<br />

33<br />

33<br />

At December 31, <strong>2005</strong><br />

15,386<br />

1,762<br />

15,469<br />

32,617<br />

Amortisation<br />

At January 1, <strong>2005</strong><br />

(969)<br />

(577)<br />

(2,306)<br />

(3,852)<br />

Charge for the year<br />

(3,143)<br />

(574)<br />

(114)<br />

(3,831)<br />

Disposals<br />

17<br />

206<br />

0<br />

223<br />

Other movements<br />

17<br />

(17)<br />

Currency translation adjustments<br />

(4)<br />

(1)<br />

(5)<br />

At December 31, <strong>2005</strong><br />

(4,095)<br />

(932)<br />

(2,438)<br />

(7,465)<br />

Net book value<br />

At January 1, <strong>2005</strong><br />

9,044<br />

578<br />

10,800<br />

20,422<br />

At December 31, <strong>2005</strong><br />

11,291<br />

830<br />

13,031<br />

25,152<br />

Capitalised development costs principally comprise internally generated expenditure on major projects where it is reasonably<br />

anticipated that the costs will generate future economic benefits. All amortisation charges have been determined in accordance<br />

with the accounting policies described on page 37.<br />

47


The movement table of 2004 is as follows :<br />

Development costs<br />

Software licenses<br />

Goodwill<br />

Intangibles<br />

Acquisition value € '000<br />

€ '000<br />

€ '000<br />

€ '000<br />

At January 1, 2004<br />

5,167<br />

981<br />

10,163<br />

16,311<br />

Additions - acquisitions<br />

199<br />

2,943<br />

3,142<br />

Additions - internally generated<br />

4,846<br />

4,846<br />

Currency translation adjustments<br />

(25)<br />

At December 31, 2004<br />

10,013<br />

1,155<br />

13,106<br />

24,274<br />

Amortisation<br />

At January 1, 2004<br />

(340)<br />

(1,809)<br />

(2,149)<br />

Charge for the year<br />

(907)<br />

(241)<br />

(497)<br />

(1,645)<br />

Disposals<br />

22<br />

22<br />

Currency translation adjustments<br />

(62)<br />

(19)<br />

1<br />

(80)<br />

At December 31, 2004<br />

(969)<br />

(577)<br />

(2,306)<br />

(3,852)<br />

10. Goodwill<br />

At December 31, <strong>2005</strong>, goodwill can be allocated to the group's business segments as follows:<br />

CtP<br />

Digital Printing<br />

Other<br />

Total<br />

31/12/05<br />

€ '000<br />

9,699<br />

3,317<br />

15<br />

13,031<br />

Management have assessed the carrying value of this goodwill on a value in use basis, using cash flow projections from<br />

formally approved budgets covering a five year period to 2010. The discount rate applied to the cash flow projections is the<br />

weighted average cost of capital. The projected gross profit margin is a key assumption and is based on the management’s past<br />

experience. Forecast profit margins have been set in a conservative manner. The impairment test demonstrated that no loss<br />

should be recognised.<br />

48


11. Property plant & equipment<br />

Acquistion values<br />

Land &<br />

buildings<br />

€ '000<br />

Machinery<br />

& equipment<br />

€ '000<br />

Furniture<br />

& fixtures<br />

€ '000<br />

Other fixed<br />

assets<br />

€ '000<br />

PPE<br />

€ '000<br />

At January 1, <strong>2005</strong><br />

47,932<br />

15,811<br />

1,989<br />

4,046<br />

69,778<br />

Additions<br />

172<br />

5,821<br />

487<br />

1,488<br />

7,968<br />

Sales and disposals<br />

(3,764)<br />

(579)<br />

(1,550)<br />

(5,893)<br />

Other movements<br />

211<br />

648<br />

1<br />

(1,026)<br />

(166)<br />

Currency translation adjustments<br />

16<br />

205<br />

56<br />

(3)<br />

274<br />

At December 31, <strong>2005</strong><br />

44,567<br />

21,906<br />

2,533<br />

2,955<br />

71,961<br />

Depreciation<br />

At January 1, <strong>2005</strong><br />

(3,911)<br />

(10,008)<br />

(1,251)<br />

(244)<br />

(15,414)<br />

Disposals<br />

355<br />

355<br />

Charge for the year<br />

(1,345)<br />

(4,290)<br />

(366)<br />

(335)<br />

(6,336)<br />

Other movements<br />

(30)<br />

(263)<br />

(248)<br />

(541)<br />

Currency translation adjustments<br />

(5)<br />

(3)<br />

(44)<br />

(52)<br />

At December 31, <strong>2005</strong><br />

(4,936)<br />

(14,564)<br />

(1,661)<br />

(827)<br />

(21,988)<br />

Net book value<br />

At January 1, <strong>2005</strong><br />

44,021<br />

5,803<br />

738<br />

3,802<br />

54,364<br />

At December 31, <strong>2005</strong><br />

39,631<br />

7,342<br />

872<br />

2,128<br />

49,973<br />

The movement table of 2004 is as follows:<br />

At January 1, 2004<br />

43,735<br />

12,864<br />

2,187<br />

1,798<br />

60,584<br />

Acquisitions<br />

3,245<br />

714<br />

51<br />

4,010<br />

Additions<br />

1,123<br />

2,933<br />

511<br />

2,224<br />

6,791<br />

Sales and disposals<br />

(171)<br />

(684)<br />

(544)<br />

(28)<br />

(1,427)<br />

Currency translation adjustments<br />

(16)<br />

(165)<br />

1<br />

(180)<br />

At December 31, 2004<br />

47,932<br />

15,811<br />

1,989<br />

4,046<br />

69,778<br />

Depreciation<br />

At January 1, 2004<br />

(1,850)<br />

(7,997)<br />

(1,451)<br />

(13)<br />

(11,311)<br />

Disposals<br />

264<br />

502<br />

766<br />

Charge for the year<br />

(2,061)<br />

(1,936)<br />

(348)<br />

(231)<br />

(4,576)<br />

Currency translation adjustments<br />

(339)<br />

46<br />

(293)<br />

At December 31, 2004<br />

(3,911)<br />

(10,008)<br />

(1,251)<br />

(244)<br />

(15,414)<br />

Assets held under finance lease can be analysed as follows:<br />

Net book value<br />

2004<br />

€ '000<br />

<strong>2005</strong><br />

€ '000<br />

Land & buildings<br />

38,027<br />

33,774<br />

Machinery & equipment<br />

614<br />

38,641<br />

868<br />

34,642<br />

49


12. Fixed assets investments<br />

Interests in associated undertakings<br />

At January 1<br />

- Net assets excluding goodwill<br />

- Goodwill<br />

Share of profits retained<br />

Additions<br />

Impairments<br />

At December 31<br />

- Net assets excluding goodwill<br />

- Goodwill<br />

Total assets<br />

Total liabilities<br />

Revenue<br />

Profit after tax<br />

31/12/04<br />

€ ‘000<br />

81<br />

2,159<br />

2,240<br />

1,150<br />

1,090<br />

2,240<br />

15,383<br />

10,814<br />

12,124<br />

322<br />

31/12/05<br />

€ ‘000<br />

1,150<br />

1,090<br />

2,240<br />

(269)<br />

472<br />

(272)<br />

2,171<br />

1,081<br />

1,090<br />

2,171<br />

20,371<br />

14,744<br />

9,508<br />

(1,355)<br />

<strong>Xeikon</strong> Shenzhen Digital Printing Equipment Ltd. was founded in August <strong>2005</strong> in cooperation with Shenzhen Zhongsheng<br />

Electronic Stock Co., Ltd. The total capital of the company amounted to €1,000,000 of which €472,000 was contributed<br />

by Punch Graphix Hong Kong Ltd. Details of investments in associates are disclosed in note 29. During the year ended<br />

December 31, <strong>2005</strong>, the Company impaired its investment in Xeramics nv by €95,000 and its investment in Stora Enso Digital<br />

Solutions nv by €170,000.<br />

In <strong>2005</strong>, the company acquired for €40,394,000 new investments in subsidiairies<br />

13. Non current receivables<br />

Finance lease receivables (see note 16)<br />

Other financial assets<br />

Receivables<br />

31/12/04<br />

€ '000<br />

2,320<br />

216<br />

2,536<br />

31/12/05<br />

€ '000<br />

5,963<br />

534<br />

6,497<br />

Other financial assets comprise principally deposits with the Belgian social security authorities.<br />

50


14. Inventories<br />

Raw materials & components<br />

Work in progress<br />

Finished goods<br />

Inventories<br />

31/12/04<br />

€ '000<br />

13,161<br />

2,059<br />

12,872<br />

28,092<br />

31/12/05<br />

€ '000<br />

15,570<br />

2,387<br />

14,534<br />

32,491<br />

During the year an impairment loss of €1,472,000 (2004: €470,000) was recognised in the income statement following the<br />

Director’s assessment of the carrying value of the inventory.<br />

15. Trade and other receivables<br />

Trade debtors excluding related parties<br />

Less provision for impairment of receivables<br />

Trade debtors to related parties (see note 28)<br />

Finance lease receivables<br />

Advances received<br />

Trade debtors net<br />

Other amounts receivable<br />

Other amounts receivable from related parties (see note 28)<br />

Deferred charges and accruals<br />

Total other receivables<br />

Total trade and other receivables<br />

31/12/04<br />

€ '000<br />

26,938<br />

(718)<br />

1,131<br />

1,147<br />

1,832<br />

30,330<br />

1,247<br />

4,471<br />

872<br />

6,590<br />

36,920<br />

31/12/05<br />

€ '000<br />

32,695<br />

(1,387)<br />

1,891<br />

1,632<br />

164<br />

34,995<br />

4,347<br />

6,044<br />

1,018<br />

11,409<br />

46,404<br />

Related parties consist of members of the Punch International group, Linomedia, Xeramics and Stora Enso Digital Solutions.<br />

The amounts in the balance sheet are net of doubtful debts, estimated by the management, based on prior experience and<br />

assessment of the current economic environment. In <strong>2005</strong>, the average period of credit taken in respect of trade receivables<br />

was 73 days. Credit risk is primarily attributable to the group’s trade and finance lease receivables. The group has no significant<br />

concentration of credit risk, with exposure spread over a large numbers of counterparties and customers.<br />

The trade and other amounts receivable in the company’s balance sheet concerns mainly subsidiary undertakings.<br />

51


16. Finance lease receivables<br />

Minimum lease payments<br />

Present value of minimum lease payments<br />

31/12/04 31/12/05 31/12/04 31/12/05<br />

€ '000<br />

€ '000<br />

€ '000<br />

€ '000<br />

Within one year<br />

1,318<br />

1,972<br />

1,147<br />

1,632<br />

Second to fifth year<br />

2,407<br />

6,532<br />

2,252<br />

5,963<br />

After five years<br />

126<br />

68<br />

3,851<br />

8,504<br />

3,467<br />

7,595<br />

Finance charges<br />

384<br />

909<br />

3,467<br />

7,595<br />

Current finance lease receivables<br />

1,632<br />

Non current finance lease receivables<br />

5,963<br />

Total<br />

7,595<br />

The group enters into finance lease arrangements in respect of certain of its print systems. The average term of finance leases<br />

entered into is five years. The interest rate inherent in the leases is fixed at the contracts date for all of the lease term. The average<br />

effective interest rate contracted at December 31, <strong>2005</strong> approximates to 6,5 per cent.<br />

Future finance charges falling due within one year at 31 December <strong>2005</strong> were €340,000 (2004: €171,000), within the second to<br />

fifth year were €569,000 (2004: €155,000) and after five years were €nil (2004: €58,000).<br />

17. Cash and cash equivalents<br />

Short term bank deposits<br />

31/12/04 31/12/05<br />

€ '000<br />

€ '000<br />

957<br />

11,026<br />

Cash at bank and in hand<br />

Cash and cash equivalents<br />

4,101<br />

5,058<br />

19,003<br />

30,029<br />

At December 31, <strong>2005</strong> the company had €14,538,000 held in short term bank deposits. The weighted average effective interest<br />

rate on short-term bank deposits variates between 2 and 4%. These deposits have an average maturity date of 7 days.<br />

52


18. Share capital<br />

Called-up share capital<br />

<strong>2005</strong><br />

€ '000<br />

Authorised<br />

150,000,000 shares of 10p each<br />

21,920<br />

Issued and fully paid<br />

102,829,220 ordinary shares of 10p each<br />

15,027<br />

Movement in share capital<br />

Date<br />

Transaction<br />

N o shares<br />

Capital<br />

24/03/05<br />

Incorporation<br />

2<br />

0<br />

20/04/05<br />

Acquisition of investments<br />

79,999,998<br />

11,691<br />

26/05/05<br />

New shares issued at Admission to AIM (1)<br />

21,027,551<br />

3,073<br />

26/05/05<br />

New shares issued to acquire minorities (2)<br />

1,069,213<br />

156<br />

26/05/05<br />

New shares issued pursuant to the LTIP (3)<br />

732,456<br />

107<br />

Total<br />

102,829,220<br />

15,027<br />

(1) On admission to AIM the company raised €28,311,000 in cash after share issue costs of €2,137,000.<br />

(2) The Company entered into agreements with minorities shareholders of Punch Graphix France and Punch Graphix (UK) Ltd.<br />

to acquire outstanding minorities at admission.<br />

(3) The Company granted ordinary shares to key senior management, including Executive Directors, of the group in the<br />

framework of the long term incentive plan (LTIP) (see note 19).<br />

53


19. Share based payment<br />

At January 1, <strong>2005</strong><br />

Granted during the year<br />

Forfeited during the year<br />

At December 31, <strong>2005</strong><br />

<strong>2005</strong><br />

Number of shares<br />

732,456<br />

(138,430)<br />

594,026<br />

No shares were exercisable at the end of the year. The Long Term Incentive Plan (“LTIP”) is intended to offer an effective<br />

incentive over the longer term (3 years) to executive directors and certain other senior executives. Advice on the scheme<br />

was taken from Allen & Overy LLP and Altium Capital Limited, prior to the AIM launch and is detailed in the launch data. The<br />

LTIP plan was adopted by the Company on April 28, <strong>2005</strong>. The LTIP plan allows the Board to grant awards of shares in the<br />

company to employees of the group of Punch Graphix companies or to service companies, which the Board determines to be<br />

eligible for such grant. The total number of new ordinary shares, which may be issued may not exceed, when aggregated<br />

with ordinary shares issued pursuant to the LTIP in the previous 10 years, five percent of the total share capital of the<br />

company. A participant receiving an award under the LTIP will have full legal and beneficial ownership of the ordinary shares<br />

from the date of grant, subject to certain restrictions. Participants will have voting rights and are entitled to dividends and other<br />

distributions in relation to these ordinary shares. The ordinary shares of an award, may not be disposed of before the end of<br />

the vesting period, which is for the current awards granted, 3 years from the date of grant. The awards granted are subject<br />

to a minimum of the earning per share per annum and to other preformance conditions, which are linked to the growth and<br />

the performance of the company in relation to the AIM UK 50 and to a peer group of companies. If a participant, who is an<br />

employee ceases to be in employment within the group of Punch Graphix companies, due to retirement, disability, illness,<br />

injury, redundancy or as a result of the sale of the business or subsidiary, by which the participant is employed, the award will<br />

continue to vest. If employment ceases for other reasons, the award will be forfeited. If the participant, who is an employee,<br />

dies, the award will vest immediately. If a participant which is a servicecompany ceases to provide services to the Company or a<br />

subsidiary, the award will be forfeited, unless the Board determines otherwise. On the lapse of an award the ordinary shares<br />

subject to an award will be transferred to a third party specified by the Company, unless the participant transfers to the Company<br />

a cash amount equal to the market value of such number of ordinary shares. The weighted average fair value of each share<br />

award granted during the year was €0,87. This fair value has been based upon the IPO placing price taken into consideration a<br />

discount for the applicable market conditions of the LTIP. An amount of €104,000 has been recognised as an expense in the year<br />

in respect of the LTIP. This amount was calculated using the Black-Scholes model with following assumptions :<br />

Current share price (in €)<br />

Strike price (in €)<br />

Risk free rate<br />

Volatility<br />

Dividend yield<br />

Expected option life (years)<br />

1.88<br />

1.42<br />

3.26%<br />

50.10%<br />

2%<br />

3<br />

54


20. Minority Interest<br />

At January 1, <strong>2005</strong><br />

Acquisitions<br />

Share of profit<br />

Exchange adjustments<br />

At December 31, <strong>2005</strong><br />

€ ‘000<br />

604<br />

(383)<br />

435<br />

(32)<br />

624<br />

On admission to AIM, the group acquired the minority interest of Punch Graphix France and Punch Graphix (UK) Ltd. ( see note 18).<br />

55


21. Borrowings<br />

Loans & borrowings<br />

Leasings<br />

debts<br />

Total non<br />

current<br />

borrowings<br />

Leasing<br />

debts<br />

Bank<br />

debts and<br />

overdrafts<br />

Total current<br />

borrowings<br />

Total<br />

Movements in the year € ‘000 € ‘000<br />

€ ‘000 € ‘000 € ‘000 € ‘000<br />

At January 1, <strong>2005</strong><br />

40,567 40,567<br />

703<br />

672 1,375<br />

41,942<br />

New debts<br />

6,440<br />

6,440<br />

64<br />

64<br />

6,504<br />

Repayments<br />

(3,741)<br />

(3,741)<br />

(707)<br />

(350)<br />

(1,057)<br />

(4,798)<br />

Other movements<br />

(2,429)<br />

(2,429)<br />

2,429<br />

2,429<br />

Currency translation adjustment<br />

95<br />

95<br />

37<br />

37<br />

132<br />

At December 31, <strong>2005</strong><br />

40,932<br />

40,932<br />

2,526<br />

322<br />

2,848<br />

43,780<br />

Analysed as:<br />

At January 1, 2004<br />

Within 1 year<br />

703<br />

672<br />

1,375<br />

1,375<br />

Between 2 and 5 years<br />

5,020<br />

5,020<br />

5,020<br />

More than 5 years<br />

35,547<br />

35,547<br />

35,547<br />

At December 31, 2004<br />

40,567<br />

40,567<br />

703<br />

672<br />

1,375<br />

41,942<br />

Within 1 year<br />

2,526<br />

322<br />

2,848<br />

2,848<br />

Between 2 and 5 years<br />

9,709<br />

9,709<br />

9,709<br />

More than 5 years<br />

31,223<br />

31,223<br />

31,223<br />

At December 31, <strong>2005</strong><br />

40,932<br />

40,932<br />

2,526<br />

322<br />

2,848<br />

43,780<br />

The minimum lease payments under finance leases fall due as follows:<br />

31/12/04 31/12/05<br />

€ ‘000 € ‘000<br />

Not later than one year<br />

Later than one year but not more than five years<br />

More than five years<br />

Finance charge<br />

3,161<br />

12,662<br />

61,781<br />

77,604<br />

36,334<br />

41,270<br />

3,003<br />

14,671<br />

49,635<br />

67,309<br />

23,851<br />

43,458<br />

Future finance charges falling due within one year at 31 December <strong>2005</strong> were €477,000 (2004: €2,458,000), within the second to fifth<br />

year were €4,962,000 (2004: €7,642,000) and after five years were €18,412,000 (2004: €26,234,000).<br />

The Group has entered into finance leases for periods ranging from 4 to 40 years. The interest rate inherent in the leases is fixed at<br />

the contract date for all of the lease term. The average effective interest rate contracted approximates to 6,25 per cent. All leases are<br />

on a fixed repayment basis and no arrangements have been entered into for contingent rents. Obligations under finance leases are<br />

secured by the lessor’s charge over the leased assets.<br />

56


At December 31, 2004<br />

882<br />

66<br />

13,465<br />

1<br />

50<br />

2,196<br />

16,660<br />

22. Provisions<br />

Pensions<br />

Warranty<br />

Other<br />

Total<br />

Current<br />

€ ‘000<br />

€ ‘000<br />

€ ‘000<br />

€ ‘000<br />

At January 1, <strong>2005</strong><br />

295<br />

780<br />

973<br />

2,048<br />

Charged to income statement - expensed<br />

415<br />

415<br />

Charged to income statement - utilised<br />

(97)<br />

(184)<br />

(281)<br />

Currency translation adjustment<br />

3<br />

5<br />

8<br />

At December 31,<strong>2005</strong><br />

201<br />

1,195<br />

794<br />

2,190<br />

The warranty provision represents managements’ best estimate of the group’s liabilities under 12 month warranties granted on sale<br />

of print systems based on past experience. The pension provision principally relates to the group’s obligation in connection with<br />

certain early-retirement arrangements.<br />

23. Deferred taxes<br />

Deferred tax is calculated in full on temporary differences under the liability method using the local tax rate applicable in each<br />

country. Deferred tax assets have been recognised in full on taxable losses as realisation of the tax benefit from these losses is<br />

probable. The movements in gross deferred tax assets and liabilities (prior to the offsetting of balances within the same jurisdiction<br />

as permitted by IAS12) during the period are shown below:<br />

Deferred tax liabilities<br />

Depreciation<br />

& impairment<br />

Provisions<br />

Leasing<br />

Intangibles<br />

Other<br />

Total<br />

€ '000<br />

€ '000<br />

€ '000 € '000<br />

€ '000<br />

€ '000<br />

At January 1, 2004<br />

502<br />

37<br />

13,658<br />

1,708<br />

430<br />

16,335<br />

Charged to income statement<br />

373<br />

(5)<br />

(292)<br />

1,347<br />

(330)<br />

1,093<br />

Exchange differences<br />

(40)<br />

(40)<br />

At December 31, 2004<br />

875<br />

32<br />

13,366<br />

3,055<br />

60<br />

17,388<br />

Charged to income statement<br />

(311)<br />

41<br />

(2,181)<br />

775<br />

2,766<br />

1,090<br />

Exchange differences<br />

25<br />

25<br />

At December 31, <strong>2005</strong><br />

564<br />

73<br />

11,185<br />

3,830<br />

2,851<br />

18,503<br />

Deferred tax assets<br />

Depreciation<br />

& value reductions<br />

€ '000<br />

Provisions<br />

€ '000<br />

Leasing<br />

€ '000<br />

Intangibles<br />

Other<br />

€ '000 € '000<br />

Tax losses<br />

€ '000<br />

Total<br />

€ '000<br />

57<br />

At January 1, 2004<br />

797<br />

44<br />

13,515<br />

1<br />

76<br />

3,816<br />

18,249<br />

Charged to income statement<br />

208<br />

24<br />

(50)<br />

(23)<br />

(1,563)<br />

(1,404)<br />

Exchange differences<br />

(123)<br />

(2)<br />

(3)<br />

(57)<br />

(185)


Deferred tax assets<br />

Depreciation<br />

& value reductions<br />

€ '000<br />

Provisions<br />

€ '000<br />

Leasing<br />

€ '000<br />

Intangibles<br />

Other<br />

€ '000 € '000<br />

Tax losses<br />

€ '000<br />

Total<br />

€ '000<br />

At January 1, 2004<br />

797<br />

44<br />

13,515<br />

1<br />

76<br />

3,816<br />

18,249<br />

Charged to income statement<br />

208<br />

24<br />

(50)<br />

(23)<br />

(1,563)<br />

(1,404)<br />

Exchange differences<br />

(123)<br />

(2)<br />

(3)<br />

(57)<br />

(185)<br />

At December 31, 2004<br />

882<br />

66<br />

13,465<br />

1<br />

50<br />

2,196<br />

16,660<br />

Charged to income statement<br />

(274)<br />

12<br />

(1,883)<br />

(1)<br />

2,258<br />

(1,514)<br />

(1,402)<br />

Exchange differences<br />

(2)<br />

103<br />

(12)<br />

89<br />

At December 31, <strong>2005</strong><br />

608<br />

76<br />

11,582<br />

2,411<br />

670<br />

15,347<br />

Deferred taxes have been recognised in the balance sheet as follows :<br />

Assets<br />

Liabilities<br />

Total<br />

31/12/04<br />

€ '000<br />

2,628<br />

(3,356)<br />

728<br />

31/12/05<br />

€ '000<br />

1,024<br />

(4,180)<br />

3,156<br />

No deferred tax has been provided on the unremitted earnings on overseas subsidiary and associated undertakings.<br />

Deferred tax assets and liabilities are only offset where there is a legally enforcable right of offset and there is an intention to<br />

settle the balance net. Deferred tax assets have not been recognised in respect of tax losses when their recoverability is not<br />

considered probable.<br />

24. Trade and other payables<br />

Trade payables (excluding related parties)<br />

Trade payables to related parties (see note 28)<br />

Total trade payables<br />

Other tax and social security payables<br />

Advances received<br />

Other debts<br />

Other debts to related parties (see note 28)<br />

Accruals and deferred income<br />

Total other payables<br />

31/12/04<br />

€ '000<br />

18,765<br />

2,586<br />

21,351<br />

3,582<br />

1,585<br />

5,868<br />

7,135<br />

6,602<br />

24,772<br />

31/12/05<br />

€ '000<br />

20,413<br />

1,044<br />

21,457<br />

4,442<br />

924<br />

7,856<br />

7,493<br />

20,715<br />

58


25. Financial instruments<br />

(i) Financial risk factors<br />

The Group seeks to minimise potential adverse effects on the financial performance of their local business, however,<br />

fluctuations in market prices, foreign currency exchange rates on sales and purchases or inter-company loans are inherent<br />

risks in the performance of the business. The Group uses derivative financial instruments to hedge its exposure arising from<br />

its operational, financing and investment activities. The net exposure is managed on a central basis in accordance with the<br />

principles laid down by the directors. As a policy, the Group does not engage in speculative or leveraged transactions,<br />

nor does it hold or issue financial instruments for trading purposes.<br />

(ii) Foreign exchange risk<br />

Due to the international nature the Group’s business it is exposed to different foreign exchange risks arising from various<br />

currency exposures primarily with respect to the $US and £UK. Companies in the Group use forward contracts or<br />

other instruments, concluded with local banks to hedge their exposure to foreign currency risks in their local <strong>report</strong>ing<br />

currency. The Groups financial liabilities and assets can be analysed by currency as follows :<br />

Financial assets (€’000)<br />

Finance leases<br />

Trade & other receivables<br />

Financial assets (€’000)<br />

Finance leases<br />

Trade Financial & other liabilities receivables (€’000)<br />

Finance leases<br />

Borrowings<br />

Trade Financial & other liabilities payables(€’000)<br />

Finance leases<br />

€<br />

5,923<br />

25,248<br />

31,171 €<br />

5,923<br />

25,248<br />

€<br />

31,171 43,458<br />

22,533 €<br />

65,991 43,458<br />

£<br />

216<br />

1,496<br />

1,712 £<br />

216<br />

1,496<br />

£<br />

1,712<br />

630 £<br />

630<br />

10,615 $ CAD 326 1,139 SEK JPY 425 45,388 Total<br />

1,456<br />

9,159<br />

326 1,139<br />

425 37,793<br />

$ CAD SEK JPY Total<br />

10,615<br />

$ CAD SEK JPY Total<br />

326<br />

1,139<br />

425<br />

7,595<br />

45,388 43,458<br />

17,045 $ CAD 23 SEK 729 JPY 289 41,249 Total<br />

85,029 43,458<br />

Borrowings<br />

322<br />

322<br />

(iii) Credit risk<br />

Trade The & other Group payables has no significant concentration 22,533 of credit 630 risks and 17,045 has policies in place 23 to monitor 729 the credit 289 risks on customers. 41,249<br />

For major projects the intervention of credit insurance companies or similar organisations is requested.<br />

65,991<br />

630 17,367<br />

23<br />

729<br />

289 85,029<br />

(iv) Liquidity risk<br />

Liquidity risk is linked to the evolution of the Group’s working capital and is managed centrally. The Group monitors the<br />

change in working capital through focused actions.<br />

1,456<br />

9,159<br />

322<br />

17,367<br />

326<br />

23<br />

1,139<br />

729<br />

425<br />

289<br />

7,595<br />

37,793<br />

322<br />

(v) Fair value interest risk<br />

The Group enters into lease arrangements as both lessee and lessor. These leases are transacted at fixed rate thereby<br />

Financial assets years 31/12/2004 31/12/<strong>2005</strong><br />

exposing the Group to fair value interest rate risk. Currently, the Group does not hedge any of this risk. Finance leases to<br />

which the Group is exposed to fair value risk can be analysed as follows:<br />

€ '000<br />

€ '000<br />

0-1<br />

1,147<br />

1,632<br />

Financial 1-2 assets years 31/12/2004 766<br />

31/12/<strong>2005</strong> 1,637<br />

2-3<br />

€ '000 662<br />

€ 1,588 '000<br />

0-1 3-4<br />

1-2 4-5<br />

2-3 >5<br />

3-4<br />

4-5<br />

>5<br />

Financial liabilities years<br />

1,147 430<br />

766 394<br />

662 68<br />

3,467 430<br />

394<br />

68<br />

31/12/2004 3,467<br />

1,632 1,381<br />

1,637 1,357<br />

1,588<br />

7,595 1,381<br />

1,357<br />

31/12/<strong>2005</strong> 7,595<br />

€ '000<br />

€ '000<br />

0-1<br />

703<br />

2,526<br />

Financial 1-2 liabilities years<br />

31/12/2004 1,153<br />

31/12/<strong>2005</strong> 2,328<br />

2-3<br />

€ 1,234 '000<br />

€ 2,391 '000<br />

0-1 3-4<br />

1-2 4-5<br />

2-3 >5<br />

1,295 703<br />

1,153 1,338<br />

35,547 1,234<br />

2,526 2,459<br />

2,328 2,532<br />

31,222 2,391<br />

59


2-3<br />

3-4<br />

4-5<br />

662<br />

430<br />

394<br />

1,588<br />

1,381<br />

1,357<br />

>5<br />

68<br />

Financial assets years 31/12/2004 3,467<br />

31/12/<strong>2005</strong> 7,595<br />

€ '000<br />

€ '000<br />

0-1<br />

1,147<br />

1,632<br />

Financial 1-2 liabilities years<br />

31/12/2004 766<br />

31/12/<strong>2005</strong> 1,637<br />

2-3<br />

€ '000 662<br />

€ 1,588 '000<br />

3-4 0-1<br />

703 430<br />

1,381 2,526<br />

4-5 1-2<br />

1,153 394<br />

1,357 2,328<br />

>5 2-3<br />

1,234 68<br />

2,391<br />

3-4<br />

3,467 1,295<br />

7,595 2,459<br />

4-5<br />

1,338<br />

2,532<br />

>5<br />

35,547<br />

31,222<br />

Financial liabilities years<br />

31/12/2004 41,270<br />

31/12/<strong>2005</strong> 43,458<br />

€ '000<br />

'000<br />

There Description is no significant difference between the book and fair value of Currency financial assets and Maturity liabilities. date Fair value € ‘000<br />

0-1<br />

703<br />

2,526<br />

Total options<br />

$<br />

26/06/06 38<br />

Hedging 1-2 activities<br />

1,153<br />

2,328<br />

At Total December 31, <strong>2005</strong>, the Group held several foreign exchange contracts to hedge future cash inflows in US dollar. The hedged 38<br />

2-3<br />

1,234<br />

2,391<br />

items concern recognised transactions (sale orders) and highly probable future transactions (from anticipated orders). Hedging<br />

activities 3-4 Description<br />

were effected by combining forward exchange contracts and<br />

Currency<br />

currency options<br />

Maturity<br />

and swaps, 1,295<br />

date<br />

which combines<br />

Fair value<br />

a<br />

€<br />

call 2,459<br />

‘000<br />

and<br />

put and aims to hedge future US dollar cash inflows. Since The Group does not apply the hedge accounting principles of IAS<br />

4-5 Total forwards<br />

$/€<br />

26/06/06 1,338<br />

2,532<br />

39 Financial Instruments: Recognition and Measurement, the hedged items that are recognised at year-end, are included (217) in the<br />

balance >5 Total options sheet at fair value and movements in fair value are taken directly to net $ profit or loss for 28/06/06 the 35,547 period. The following 31,222 foreign (79)<br />

exchange contracts are outstanding.<br />

Total swaps $/€<br />

26/06/06 41,270<br />

43,458 (34)<br />

Description<br />

Total<br />

Currency Maturity date<br />

(330)<br />

Fair value € ‘000<br />

Total options<br />

Total<br />

$<br />

26/06/06 38<br />

38<br />

Description<br />

Currency Maturity date Fair value € ‘000<br />

Total forwards<br />

Total options<br />

Total swaps<br />

Total<br />

$/€<br />

$<br />

$/€<br />

26/06/06<br />

28/06/06<br />

26/06/06<br />

(217)<br />

(79)<br />

(34)<br />

(330)<br />

26. Pension commitments<br />

The Group has established a number of pension schemes around the world covering many of its employees. The Group’s<br />

pension arrangements are principally defined contributions in nature. Defined benefit arrangements are not significant,<br />

covering just 9 employees. The assets of these schemes are held separately from those of the Group in funds administered and<br />

under the control of trustees.<br />

At December 31, <strong>2005</strong>, no contributions were outstanding to these schemes (2004: €107,000).<br />

Pension costs are disclosed in note 4.<br />

60<br />

27. Operating lease commitments<br />

Commitments under non-cancellable<br />

operating leases expiring :<br />

Within one year<br />

Later than one year and less than five years<br />

After five years<br />

Total<br />

Property (€’000)<br />

60<br />

1,397<br />

50<br />

1,507<br />

31/12/2004 31/12/<strong>2005</strong><br />

Vehicles, plant<br />

and equipment (€’000)<br />

735<br />

622<br />

1,357<br />

Property (€’000)<br />

863<br />

2,811<br />

947<br />

4,621<br />

Vehicles, plant<br />

and equipment (€’000)<br />

602<br />

569<br />

4<br />

1,175


At December 31, <strong>2005</strong>, the Group has lease agreements in respect of properties, vehicles, plant and equipment, for which<br />

payments extend over a number of years.<br />

Operating lease agreements relate to office premises, car leases and IT equipment.<br />

Leases are negotiated for an average term of 3 years.<br />

Included in property lease is the rent of the Heultje building from Punch Property International nv for a term of 9 years.<br />

Future minimum lease payments under non-cancellable operating lease where the Group is lessor are primarily under<br />

contingent rental agreements. Contingent rentals recognised in income for the year ended December 31, <strong>2005</strong> were €207,000<br />

(2004 : €513,000). The average length of rental contracts is 5 years.<br />

28. Related parties<br />

Related parties transactions : Subsidiaries<br />

2004 <strong>2005</strong><br />

Charges from:<br />

Directors fee<br />

€‘000 €‘000<br />

605<br />

Punch International and affliliates<br />

Linomedia (associate undertaking)<br />

Swap Invest Ltd.<br />

Sales to:<br />

Punch International and affiliates<br />

Linomedia (associate undertaking)<br />

Xeramics (associate undertaking)<br />

Stora Enso Digital Solutions (associate undertaking)<br />

Balance sheet receivables:<br />

Punch International and affiliates<br />

Linomedia (associate undertaking)<br />

Xeramics (associate undertaking)<br />

Stora Enso Digital Solutions (associate undertaking)<br />

Balance sheet payables:<br />

Punch International and affiliates (associate undertaking)<br />

Stora Enso Digital Solutions (associate undertaking)<br />

7,918<br />

7,918<br />

2,631<br />

2,631<br />

4,052<br />

1,373<br />

177<br />

5,602<br />

9,721<br />

9,721<br />

3,668<br />

500<br />

430<br />

5,106<br />

650<br />

1,577<br />

65<br />

1,766<br />

4,058<br />

5,887<br />

1,355<br />

183<br />

510<br />

7,935<br />

1,041<br />

3<br />

1,044<br />

The charge from Swap Invest Ltd., a company controlled by Jan Smits, relates to the recharge of costs incurred by Swap<br />

Invest Ltd. on behalf of the Group. During the year the Company paid €67,000 in respect of services of the directors. An amount of<br />

€880,000 was recharged to subsidiary undertakings in respect of management charges. Dividends of €3,400,000 were received<br />

from subsidiary undertakings. The total amount due from subsidiary undertakings at December 31, <strong>2005</strong> was €11,003,000.<br />

These amounts do not bear interest and are unsecured.<br />

61


29. List of companies<br />

Operating group<br />

Country of incorporation<br />

% of ownership<br />

31/12/05<br />

% of ownership<br />

31/12/04<br />

Principal activity<br />

Punch Graphix Plc<br />

UK<br />

Holding<br />

Punch Graphix International nv<br />

Belgium<br />

100%<br />

100%<br />

(1)<br />

Manufacturing<br />

Punch Graphix Prepress Belgium nv<br />

Belgium<br />

100%<br />

100%<br />

(1)<br />

Manufacturing<br />

Punch Graphix Prepress Germany GmbH<br />

Germany<br />

100%<br />

100%<br />

(1)<br />

Manufacturing<br />

Punch Graphix Americas Inc.<br />

United States<br />

100%<br />

100%<br />

Sales & Marketing<br />

Punch Graphix Japan<br />

Japan<br />

100%<br />

100%<br />

Sales & Marketing<br />

Punch Graphix Deutschland GmbH<br />

Germany<br />

80%<br />

80%<br />

Sales & Marketing<br />

Punch Graphix Nordic Oy<br />

Finland<br />

80%<br />

80%<br />

Sales & Marketing<br />

Punch Graphix Scandinavia AB<br />

Sweden<br />

100%<br />

100%<br />

Sales & Marketing<br />

Punch Graphix UK Ltd.<br />

United Kingdom<br />

100%<br />

79%<br />

(1)<br />

Sales & Marketing<br />

Punch Graphix Nederland B.V.<br />

Netherlands<br />

100%<br />

100%<br />

Sales & Marketing<br />

Punch Graphix Italia<br />

Italy<br />

51%<br />

51%<br />

Sales & Marketing<br />

Punch Graphix France S.A.<br />

France<br />

100%<br />

51%<br />

(1)<br />

Sales & Marketing<br />

Punch Graphix Austria GmbH<br />

Austria<br />

100%<br />

100%<br />

Sales & Marketing<br />

Punch Graphix Hong Kong<br />

China<br />

100%<br />

(1)<br />

Sales & Marketing<br />

Punch Participatiemaatschappij B.V.<br />

Netherlands<br />

100%<br />

100%<br />

(1)<br />

Holding<br />

Punch Graphix Canada<br />

Canada<br />

100%<br />

Sales & Marketing<br />

Basys Repro & Print<br />

Canada<br />

100%<br />

100%<br />

(1)<br />

Sales & Marketing<br />

<strong>Xeikon</strong> Ltd.<br />

UK<br />

100%<br />

(1)<br />

Sales & Marketing<br />

Interests in associated<br />

undertakings<br />

Country of incorporation<br />

% of ownership<br />

31/12/05<br />

% of ownership<br />

31/12/04<br />

Linomedia Integrated Publication Printing Systems,<br />

Commercial and Industrie Co S.A.<br />

Greece<br />

15%<br />

15%<br />

(2)<br />

Sales & Marketing<br />

Xeramics International nv<br />

Belgium<br />

25%<br />

25%<br />

Sales & Marketing<br />

Stora Enso Digital Solutions nv<br />

Belgium<br />

40%<br />

40%<br />

Sales & Marketing<br />

<strong>Xeikon</strong> Shenzhen Digital Printing Equipment Ltd.<br />

China<br />

45%<br />

Sales & Marketing<br />

(1) Investments held by Punch Graphix Plc.<br />

(2) The Group has Board representation and it is therefore considered that significant influence can be exercised.<br />

In the course of <strong>2005</strong> following subsidiaries were founded:<br />

Punch Graphix Canada as a 100% subsidiary of Punch Graphix Americas Inc.<br />

Punch Graphix Hong Kong as a 100% subsidiary of Punch Graphix Plc.<br />

62


30. Acquisitions<br />

1. BasysPrint GmbH<br />

On December 20, 2004 Punch International acquired 100% of the voting equity instruments of BasysPrint GmbH. The<br />

company’s main activity is CtP, a digital technology that allows transferring content (text or image) directly onto the<br />

printing plate by means of a specific light source. The name of BasysPrint was changed to Punch Graphix Prepress<br />

Germany GmbH. The identifiable assets and liabilities of Punch Graphix Prepress Germany GmbH and their fair values are<br />

set out below :<br />

Total book & fair value<br />

Fixed assets<br />

Stock<br />

Debtors<br />

Cash at bank and in hand<br />

Creditors<br />

Provisions<br />

Total<br />

Consideration paid/cash<br />

Goodwill<br />

€ ‘000<br />

5,154<br />

2,920<br />

2,131<br />

192<br />

(11,262)<br />

(982)<br />

(1,847)<br />

0<br />

1,847<br />

The main factors leading to the recognition of goodwill are the presence of certain intangible assets, such as assembled<br />

workforce, which do not qualify for separate recognition and synergistic cost savings. If the acquisition of BasysPrint GmbH<br />

had occurred on January 1st, 2004, group turnover would have been €122,900,000 (unaudited) and group profit after taxes for<br />

the period would have been € 490,000 (unaudited).<br />

2. Punch Graphix Austria<br />

During the year <strong>2005</strong>, the Group paid an additional amount of €430,000 related to an onerous contract that was in existence<br />

at the acquisition date in 2004 but had not been provided for on acquisition. Accordingly the payment has been recorded<br />

as an adjustment to goodwill in <strong>2005</strong>. In 2004, a goodwill of €875,000 arose on the acquistion of Punch Graphix Austria.<br />

31. Contingent liabilities<br />

At December 31, <strong>2005</strong>, the Group had no contingent liabilities.<br />

32. Post balance sheet date events<br />

In January 2006, the Group founded Punch Graphix Brazil.<br />

The Board decided that the shares of Tilanus Consulting, the company of Dick Tilanus who died on January 9, 2006, in<br />

accordance with the LTIP plan, immediately were vested (a charge of €110,000).<br />

In February 2006, Punch Graphix increased its shareholdings from 15% to 91,5% in Linomedia.<br />

The Board appointed, on April 6, 2006, Ben Van Assche as Chief Executive Officer. On the annual meeting of May 24, 2006,<br />

Ben will be proposed as an executive director of the company.<br />

63


13<br />

NOTICE OF ANNUAL GENERAL MEETING<br />

PUNCH GRAPHIX PLC<br />

Notice is hereby given that an <strong>Annual</strong> General Meeting of the company will be held on the 24 th of May 2006 at 10.00 a.m .<br />

at Altium Capital Limited, 30 St. James’s Square, London SW1Y 4AL to transact the following business:<br />

ORDINARY BUSINESS<br />

1. To receive and consider the directors’ <strong>report</strong> and the accounts of the company for the year ended December 31, <strong>2005</strong><br />

and the <strong>report</strong> of the auditors thereon.<br />

2. To approve the recommended dividend of 2,35 euro cent per ordinary share.<br />

3. To re-appoint BDO Stoy Hayward LLP as auditors of the company to hold office until the next general meeting at which<br />

accounts are laid before the company and to authorise the directors to fix their remuneration.<br />

4. To re-elect Geoffrey Charles White as director of the company.<br />

5. To re-elect Jan Agnes Jozef Smits as director of the company.<br />

6 To re-elect Guido Pieter Lieven Dumarey as director of the company.<br />

7. To re-elect Kenneth Humphreys as director of the company.<br />

8. To re-elect Henry Nigel Pakenham McCorkell as director of the company.<br />

9. To elect Benoit Charles Julie Van Assche as director of the company.<br />

SPECIAL BUSINESS<br />

To consider and, if thought fit, pass the following resolutions which in the case of resolution numbered 10 shall be<br />

proposed as an ordinary resolution of the company and in the case of the resolutions numbered 11 and 12 shall be<br />

proposed as special resolutions of the company.<br />

10. That the directors be generally and unconditionally authorised in accordance with section 80 of the Companies Act<br />

1985, to exercise all powers of the company to allot relevant securities (as defined for the purposes of that section)<br />

up to a maximum nominal amount of £3,472,640 provided that this authority shall expire on the day five years after<br />

the passing of this resolution save that the company may, before this authority expires, make an offer or agreement<br />

which would or might require relevant securities to be allotted after it expires. All previous authorities under<br />

section 80 of the Companies Act shall cease to have effect.<br />

64


11. That:<br />

a. The directors be given power to allot for cash equity securities (as defined for the purposes of section 89 of<br />

the Companies Act 1985) pursuant to the general authority under section 80 of that Act conferred on them by<br />

resolution 10 above as if section 89(1) of the Act did not apply but this power shall be limited:<br />

(i) To the allotment of equity securities in connection with an offer or issue to or in favour of ordinary<br />

shareholders on the register on a date fixed by the directors where the equity securities respectively<br />

attributable to the interests of all those shareholders are proportionate (as nearly practicable) to the<br />

respective numbers of ordinary shares held by them on that date but the directors may make such<br />

exclusions or other arrangements as they consider expedient in relation to fractional entitlements, legal<br />

or practical problems under the laws in any territory or the requirements of any relevant regulatory body or<br />

stock exchange; and<br />

(ii) To the allotment (other than under (i) above) of equity securities having a nominal amount not exceeding in<br />

aggregate £514,146;<br />

b. This power shall expire on the day five years after the passing of this resolution;<br />

c. All the previous authorities under section 95 of the Companies Act 1985 shall cease to have effect; and<br />

d. The company may, before the power expires, make an offer or agreement which would or might require equity<br />

securities to be allotted after it expires.<br />

12. That the company be hereby authorised to purchase its own Ordinary Shares by way of market purchase (within the<br />

meaning of section 163(3) of the Companies Act 1985) upon and subject to the following conditions:<br />

a. The maximum number of shares which may be purchased under this authority is 10,282,922 ordinary shares of 10p;<br />

b. The maximum price at which the shares may be purchased is an amount equal to 105% of the average of the middle<br />

market quotations as derived from the London Stock Exchange’s Alternative Investment Market for the 5 business<br />

days immediately preceding the day on which the shares are contracted to be purchased and the minimum price is<br />

10p per share, in both cases exclusive of expenses; and<br />

c. The authority to purchase conferred by this resolution shall expire at the conclusion of the <strong>Annual</strong> General<br />

Meeting of the company to be held in 2007, or any adjournment thereof or 18 months from the date of this<br />

Resolution (whichever is the earlier), provided that any contract for the purchase of any shares as aforesaid<br />

which was concluded before the expiry of the said authority may be executed wholly or partly after the said<br />

authority expires.<br />

Registered office:<br />

Chestnut House<br />

Hackness Road<br />

Northminster Business Park<br />

Upper Poppleton<br />

York YO26 6QR<br />

UK<br />

By order of the Board<br />

Filip Beernaert<br />

Secretary<br />

April 28, 2006<br />

Notes:<br />

1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and, on a poll, vote on<br />

his behalf. A proxy need not be a member of the company. A form of proxy is enclosed herewith.<br />

2. To be valid, form(s) of proxy must be lodged at the office of the company’s Registrars, Capita Registrars at the registry,<br />

34 Beckenham Road, Beckenham, Kent, BR3 4TU no later than 48 hours before the time fixed for the meeting. Completion<br />

and return of a form of proxy will not preclude a member from attending and voting in person if he so wishes.<br />

3. In order to be entitled to attend and vote at the <strong>Annual</strong> General Meeting of the company a shareholder must be<br />

entered into the Register of Shareholders of the company no later than 20 May 2006. Changes to the Register of<br />

Shareholders after this time shall be disregarded in determining the rights of any person to attend or vote at the<br />

meeting, notwithstanding any provision of law or the Articles of Association of the company. 65


Registered address:<br />

Punch Graphix plc<br />

Chestnut House<br />

Hackness Road<br />

Northminster Business Park<br />

Upper Poppleton<br />

York Y026 6QR<br />

UK<br />

Contact address:<br />

Punch Graphix International nv<br />

Duwijckstraat 17<br />

2500 Lier<br />

Belgium<br />

Tel. +32 3 443 13 11<br />

Fax +32 3 443 13 09<br />

email: info@punchgraphix.com<br />

www.punchgraphix.com

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