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DocCheck AG Annual Report 2002

Mar 31, 2003

4574_10-k_2003-03-31_b00035a9-d5d0-43ad-b08c-61bc1eb366bf.pdf

Annual Report

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Annual Report 2002 antwerpes ag

Water-winged words to start with Water rats know: diving under is easy, but it takes work to stay above water. That's why 2002 was a year for real swimmers. First the breast stroke against the economic current, then the crawl in cold market conditions. And not a trace of Baywatch for miles around. But we don't want to raise the water level by shedding we want to tell you something. About our last fi nancial year. So take off your water wings and dive into antwerpes' pool. The Management Board of antwerpes ag

tears;

Key figures for antwerpes ag

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The Shares 385

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The 2002 Highlights Diving board for swimmers in a hurry1

Accounts surfaced

Agencies: Bayer Investor Relations, Bertelsmann Stiftung, Boehringer Ingelheim Pharma GmbH & Co. KG, Janssen-Cilag GmbH, Lilly Pharma Holding GmbH, Novartis Tiergesundheit GmbH, Roche Diagnostic GmbH, Vattenfall Europe AG and many more

DocCheck®: Bristol Myers Squibb GmbH, Degussa AG, GlaxoSmithKline GmbH & Co. KG, MSD Sharp & Dohme GmbH Pfi zer GmbH, Sankyo Pharma GmbH, Schering AG, Sony Deutschland GmbH, Wyeth Pharma GmbH

Made waves

  • at Internet World 2002 with "SalesBot", the robotic salesperson
  • at MEDICA with "Folderstorm" (electronic sales assistance)

Changed bathing fashion

  • complete re-launch of the DocCheck® portal Website
  • antwerpes homepage design successfully pepped up

Splashed with water

opened a new branch in Basle and won the Risperdal CONSTA account in Switzerland

Earned swimming badge

  • German multimedia award in the "Web-based services" category for www.fuehrerschein.de
  • intermedia globe in gold for the re-launch of www.weihnachtsmann.com
  • fi nalist for the esteemed EMMA award with our 2001 business report

Improved swimming technique

  • swift Web editing with our Content Management System am530
  • introduction of new market research products such as Micropanel and online focus groups
  • our online market research software (MafoMaker®) now also usable on PDAs

Swallowed fi sh

antwerpes ag acquired a majority in medicalpicture GmbH, a medical image database

Raised water level

  • 200,000 users in our DocCheck® portal and more than 740 medical Websites with DocCheck® password protection
  • more than 12,000 newly registered DocCheck® users in Switzerland and Belgium

Didn't sink to the bottom

Rev
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n

antwerpes ag´s business divisions

How and where we swim

"He who makes the most bubbles sells the most": advertising is a simple business, at least in theory. In practice, however, one needs an abundance of various methods of communication in order to reach a target group, because the fl eeting attention of the modern media person is absorbed by television, radio, mobile phones, websites, computer games, newspapers, magazines and – not least – other people. There is an ocean of information out there. One has to be able to keep afl oat in it. And that's what the medianauts at antwerpes ag do.

Our territory The medianauts have specialised in B2B communications. Their favourite territory is the health market with its substantial supply of "big fi sh". In order to be successful as a service provider in this fi eld, one should of course not act like a hungry grouper, but must adapt intelligently to falling budgets and rising demands. This is why we offer our customers a variety of services covering all aspects of our core business of communications, which we have made better and cheaper by utilising new technologies. This makes us interesting – and fl exible, in case a certain area isn't doing so well.

Our strategy antwerpes ag doesn't want to tread water – it wants to move forward. To do so, the medianauts are banking on a combination of organic growth and acquisitions.

We have a strong engine for organic growth: our creativity. We use our creativity to constantly develop new service ideas with which we surprise our customers. In addition, however, we also keep on the lookout for existing business models which are appropriate for our company. There are plenty of these in the health care market.

In order to avoid choking when buying companies, the medianauts ask themselves two simple questions before they bite: "Can we digest this chunk?" and "Is there a catch?".

Our participations antwerpes ag, as the listed holding company, is only the pool. Of greater importance are our holdings, which sustain the actual operating business and provide for the fi gures that are refl ected positively in our quarterly reports. These participations work closely together, of course. In the health care fi eld in particular, we are able to share many clients and cross-refer services. The much-invoked "synergy", however, is not created by wishy-washy splashing, but by strong synchronised paddling.

Company structure

antwerpes & partner ag

The oldest fi sh are usually also the fattest. This is why the agency of antwerpes & partner ag, which was founded in 1990, remains the largest and most important part of antwerpes ag. The three branch offi ces in Cologne, Berlin and Basle guarantee customer-oriented support in the entire German-speaking region.

The task profi le of the agency has expanded considerably in recent years. Today, our clients expect full service that covers all signifi cant traditional and digital media. The service extends from creative concepts and correctly rastered print ads to XML-based websites. Although putting this integrated communication into practice requires a great deal of technology, we don't think in terms of keys and switches. The agency's most valuable asset can be found in neither the colour laser printers nor in the server room. It's bubbling in the heads of our employees.

DocCheck® Medical Services GmbH

Our DocCheck® portal is more diverse than many a coral reef. As one of the most successful Internet providers on the European health market, DocCheck® offers its more than 200,000 registered members a password service which enables simplifi ed access to the Websites of pharmaceutical companies.

DocCheck® combines a number of different business models on the basis of its extensive database. The most important sources of revenue include market research, direct marketing, clinical studies and the DocCheck® newsletter. These services are offered on an Internet basis only, which makes them especially quick and affordable. DocCheck® has thereby developed into an important marketing platform for the industry in a short period of time.

Albert Geisselmann Medizinbedarf GmbH

Geisselmann GmbH comes from the mail order business. It generates its profi ts by reselling medical products such as stethoscopes and hypodermic needles. An additional business line consists of logistics services for the pharmaceutical industry. Geisselmann was one of the fi rst dealers in medical products to recognise the opportunities presented by eCommerce, opening an online department store for doctors in 1998. This impressed us. antwerpes ag therefore took a 51 percent stake in Geisselmann GmbH in October 2000 – thus making a profi table catch.

antwerpes.korte consulting GmbH

"Just stay with the shoal", thought the herring – and swam promptly into the net. antwerpes.korte consulting is there to make sure this doesn't happen to our clients. It specialises in the conception, planning and development of individual eBusiness and intranet projects. These consulting services are taken advantage of by companies such as Degussa and DaimlerChrysler.

In addition, antwerpes.korte consulting handles another important task as well: the support and integration of our own participations.

medicalpicture GmbH

Our most recent acquisition, medicalpicture GmbH, is a picture agency focussing on medical image material. More than 20,000 visual motifs and illustrations from the world of medicine can be called up online under www.medicalpicture.de, from REM photography of the common water fl ea and magnetic resonance images to histological preparations. The business model can be discerned even without diving goggles: Registered users receive the coarse-grained image data at no cost; the high-resolution fi ne-grained data is available at a price.

medizinstudent.de GmbH

'Provide for offspring quickly', this does not only apply to guppies. medizinstudent.de is used by more than 50 percent of all German medical students, and this trend is rising. Along with notes and other learning aids, the portal offers a platform for exchanging opinions and experience. For us, it was only logical that we establish a connection to prospective doctors early on, since these doctors will belong to the future target groups of our clients.

Always with a new idea up their sleeves

The medianauts

At fi rst glance, they appear small, black and harmless. But this impression is deceptive. The 111 employees of antwerpes ag (as per 31 December 2002) have adapted perfectly to their orange-coloured habitat. Here is an overview of their most important characteristics:

Streamlined form Anyone wanting to pass quickly through the 500 meter long hallway system in the Cologne, Berlin and Basle offi ces avoids all air resistance. Only thus can a per capita turnover of EUR 120,000 be generated. The medianauts have therefore done away with all typical advertiser features, including prominent designer glasses, a puffed-up ego and black turtleneck sweaters. By contrast, the typical medianaut weighs between 52 and 89 kilos, has an above-average service orientation and can sleep rolled up in a server box if necessary.

Colourful bathing caps The many different tasks at antwerpes ag require just as many different medianauts. Along with customer consultants, accountants, project managers, graphic designers, texters, developers and network administrators, one also fi nds market researchers, logisticians and picture archive specialists behind the desks at antwerpes ag. Luckily, they're easy to tell apart. Graphic designers throw a drop shadow, even in the dark. And network administrators always wear heavy fur jackets. Because it's so cold in the server room, and because it's always their fault when something doesn't work.

Agile fl ippers Medianauts produce more than 25,000 keystrokes per day under stress. Depending on the task, this results in campaign texts, headliners, specifi cations, Java and PHP source codes, or sometimes SMS orders to the pizza delivery service. Parallel to this, an average of 170 meters are scrolled with the mouse and around 800 clicks are made each day. In spite of these one-sided movements, the hands of most of the medianauts do not show any morphological changes – not including the chronically raised index fi ngers of the controlling specialists.

Long snorkel In 2002, the team at antwerpes ag worked 250,000 hours in the service of our clients – this commitment lasted until 2:00 in the morning 63 times. Snorkels are therefore part of the medianauts' standard equipment. Purely a precautionary measure. Thanks to the snorkels, no one has ever drowned at work.

4.1 antwerpes & partner ag

Due to the restrained advertising market, agency projects fl owed somewhat less abundantly from the creative garden hose in 2002. The medianauts therefore switched to the more economical water pistol. With this, a wealth of good ideas can be sprinkled during dry spells too. But see for yourself:

Classical wet

What do four-legged creatures take for earache? In case you don't know: Panolog from Novartis. In order to show the antibiotic cream in the right light with veterinarians, the medianauts conducted in-depth psychological interviews with six dachshunds and subsequently developed a charming little campaign. This method was successful: Despite limited budgets, Panolog immediately spread within its niche market.

antwerpes & partner lined up approach for its client Janssen Cilag. In this case, it was necessary to show that most schizophrenia patients live in an "upside down" world. This is neither easy to understand nor easy to convey. For this reason, for the medication Risperdal the medianauts simply altered the perspective and, without further ado, turned the campaign headline upside down.

There are as many different blood pressure reducers as there are suntan oils at the swimming pool. This is why those who want to survive in the cramped hypertension market have to bear their teeth. Commissioned by Berlin Chemie, the medianauts quickly identifi ed a fi tting key visual for the new introduction of Votum. The anti-hypertension agent was able to scare off competitors with the vampire's blacked-out teeth and rapidly gained market share.

With a quick right-left combination, the Basle branch of the agency landed an initial hit with the generic drug manufacturer Spirig. The powerful introductory campaign was developed for the hypertension preparation Co-ACEpril. The offi ce, which was only established in July 2002, has already earned a sunny spot on the lawn based on the new account.

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Targeted pixel sprayers

In lean times, investor relations are more important than ever. But how can the massive scope of information be put into an investor-friendly form? The medianauts thought about it, and developed a snazzy IR site for Bayer with a handy shopping cart and easy-to-use, personalised Acrobat fi les. After just six weeks of construction time, they put down the mouse. Nevertheless, the result at www.investor.bayer.com stands up to fi rm clicking.

For Aral, a long-standing client, the Online Division of antwerpes ag developed a useful Corporate Design Guide (www.aral-design.de). It not only ensures that the Aral blue shines in the same cyan colour everywhere, but also serves all Aral agencies as a comprehensive guide for typography and picture language.

But that wasn't all: A plethora of additional digital features was launched for all visitors to Aral's Webworld under the heading "Aral Premium Services". The absolute highlight was the "Kick Tip", a score-prediction game for the German Football League where users can rack up points.

The Output antwterpes & partner ag27

www.aral.de

While we're on the subject of football: The complete re-launch of the Schalke 04 Website in only six weeks gave the developers a 1:0 lead. The designers soon scored a goal against the other side through consistent use of the colours "Ruhr-blue" and "Gelsenkirchen-grey". Only the management remained goal-less: the dream of being able to smoke a cigar with Rudi Assauer this one time unfortunately did not come true.

Our designers found a prescription for chronically blocked browsers for the customer Boehringer Ingelheim – they designed a laxative Website. At URL www.laxoberal.de, one can examine how attractively the delicate topic of "digestion" can be packaged.

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Bertelsmann Stiftung

Website Launch

www.neue-stimmen.de

The Output

31

antwterpes & partner ag

Creative mist

A special medianaut task force ventured a look into the future under the conspiratorial name of "Robotic Marketing Devices". By means of many motors and the active assistance of two mechatronic technicians, they forged the fi rst robotic salesperson. "SalesBot" has voice XML-based speech recognition and speech synthesis, and created a huge sensation amongst the public at Internet World in Berlin with its expressive gestures.

Back in Cologne, the publicity star was subjected to a tough practical test. The robot had to prove its sales talent in the gastronomic area. In the process, it was even able to take diffi cult orders (one döner sandwich with feta, please) thanks to its artifi cial AliceBot intelligence.

However, we didn't only construct "talking heads" in 2002. The medianauts programmed a new generation of sales assistants for fi eld service in the pharmaceutical industry under the code name of "FolderStorm". By means of clever software on a slim-line tablet PC, medical representatives can now pep up their cases with animations and videos by simply pointing a fi nger.

4.2 DocCheck Medical Services GmbH

New swimming trunks

In the 1st quarter of 2002, DocCheck® came out of the dressing room with a new screen design. Along with user prompting, the backend processes in particular were improved in order to digest the unchecked growth in users. As early as the end of the year, the 200,000 mark was surpassed in terms of registered users, who had access to over 750 websites with their passwords. In the course of the re-launch, the design of the DocCheck® newsletter was also modernised. The regular log-ins of the industry have become an important source of income for DocCheck®. Due to the high demand, the frequency of the newsletter was increased from monthly to fortnightly.

Flippers for turnover

DocCheck® market research was also able to report a growing number of incoming contracts. Important new clients were acquired in the course of the year, including Pfi zer, Berlin Chemie, Wyeth and Procter & Gamble. On the whole, online market research has established itself fi rmly in the pharmaceutical market as a quick and inexpensive method. In order to further extend the advantage over classical institutes, DocCheck® is already working on new products such as webcam interviews with doctors and super fast "instant" market research.

The Output

DocCheck

® GmbH

33

eLearning starting to bubble

DocCheck® also ventured into unknown parts of the pool in 2002. For our client Novartis, DocCheck® developed an initial eLearning project for dentists. The fl ash-based training programme was not equipped with dry facts, but with elaborate 3D animations. Sandra – a friendly avatar woman – accompanies the user through the programme.

www.doccheck.de

4.3 Albert Geisselmann Medizinbedarf GmbH

Rising water level

The past fi nancial year brought more clients and more turnover for the DocCheck® shop operated by Geisselmann. With the re-launch of DocCheck®, the shop and the portal were even more closely interlocked. DocCheck® users can now fi nd all special offers directly on the portal homepage. But that's not all: All DocCheck® users are automatically pre-registered in the shop.

There was an upswing not only in eCommerce, but also in logistics services. Geisselmann has been handling part of Stada's procurement operations since 2002.

4.4 antwerpes.korte consulting GmbH

Across the seven seas

New business carried our consultants all the way to Tokyo, as the medianauts banked on world-wide cooperation for Degussa's global intranet. They worked out a re-launch concept for the global intranet along with a 45-member team of Degussa employees in usability labs in Germany, the US and Japan. Contrary to rumours, the cross-cultural exchange was not limited to burgers, sushi and beer.

www.doccheck.com/shop

4.5 medicalpicture GmbH

Pixel fl ood kept in check

Media Asset Management: this is the keyword used by medical picture to bring the picture archive of Klosterfrau, the traditional Cologne company, online. In addition to an extensive collection of medicinal herb illustrations, the most important task was to structure the many photos depicting all aspects of Klosterfrau products in an online database. After lengthy sorting and converting, all motifs can now be called up on the intranet quickly and inexpensively through a simple keyword search.

4.6 medizinstudent.de GmbH

More than a wading pool

As early as the 1st quarter of 2002, medizinstudent.de did not report "ship going down", but "break even". The portal, which is used by more than 60% of German medical students, managed to chalk up low, but very black fi gures in 2002 due to a number of attractive contracts with medical book publishers and the Deutsches Ärzteblatt (the journal of the German Medical Association). Respect!

Shareholders and investors take a dive

The Market

Also in 2002 the German stock market gave its investors little reason to rejoice. Over the course of the year, a number of balance sheet scandals (Worldcom, for instance) on top of the poor general economic conditions resulted in another blow to investor confi dence.

In comparison with many other Nemax stocks, antwerpes shares remained quite stabile. While the Nemax All Share lost almost two-thirds of its value in 2002, antwerpes share prices showed a decline of "only" seven percent.

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At prices of just under 4 EUR, antwerpes shares have already tested the bottom frequently – and proven their stability. However, the closing price of EUR 4.66 as of 31 December 2002 was still under the liquid resources level of EUR 5.22 per share. Our investor relations activities are thus focusing on convincing the capital market to attach a fair value to our business model.

The fi rst step has already been taken: on 4 June 2003, the Management and Supervisory Boards will propose to the General Meeting that a dividend of EUR 0.10 per share be paid. At a share price of EUR 4.50, this still translates into a dividend yield of 2.2 percent. This puts us only slightly under the leading interest rate of the European Central Bank.

Source: HSBC Trinkaus & Burkhardt KGaA, Deutsche Börse AG

Prime Standard, ahoy!

The 5th year of the Neuer Markt segment of the Frankfurt Stock Exchange was also its last. After the recordbreaking run of the Neuer Markt was followed by an unparalleled crash, the Deutsche Börse undertook extensive re-segmenting of the German stock market for 2003. Not much changed for antwerpes ag, since we had already fulfi lled all prerequisites for the segment with the highest transparency requirements – the prime standard – since the start of our exchange listing in 2000. The switch to this segment occurred following approval in January 2003. From now on, antwerpes ag will be listed in the Technology All Share (Industry Group: "Internet"; Technology Sector: "Software").

Performance of the antwerpes share price in 2002 antwerpes rel. to Nemax All Share (indexed)

A jump into cold water

In addition to the requirements of the Prime Standard, antwerpes ag complies with the material clauses of the German Corporate Governance Code. On 23 December 2002, the Management and Supervisory Boards of antwerpes ag submitted the pertinent declaration of compliance pursuant to § 161 of the German Securities Trading Act. This declaration was published on the company's website on the same day and thus made accessible to all shareholders. The public is aware of the Corporate Governance Code above all in connection with the discussion on the publication of directors' emoluments. While the majority of the corporation did not follow this recommendation, it is now no longer necessary to search the small print for total directors' emoluments at antwerpes ag. The directors' emoluments are listed according to person on page 81 in the chapter entitled "Annual fi nancial statements".

The original text of the Corporate Governance Code declaration is likewise in the "Annual fi nancial statements" chapter on page 89 (item 7.6).

An additional recommendation of the Corporate Governance Commission was implemented through the coming into force of § 15 of the Securities Trading Act as amended in the 4th Financial Market Promotion Act on 1 July 2002. Now any transactions of members of the management and supervisory boards of listed companies in securities of their own company must be published immediately, along with those of their spouses, common-law spouses and fi rst-degree relatives.

Reportable securities transactions in 2002

Com
pan
y
ber
of
Sha
Num
res
Dat
e
Sha
reh
olde
r
antw
erp
es a
g
1,
500
Jun
e 2
002
antw
erp
es a
g
ard
antw
Man
t Bo
erp
es a
g,
age
men
non
e
isor
rd
antw
Sup
Boa
erp
es a
g,
erv
y
non
e

In June 2002, the Deutsche Börse converted computation of its share indices to free-float weighting. Since then, a new defi nition has applied to the calculation of widespread shareholdings, which are known as freefl oat shares (also in conformity with §41 of the Securities Trading Act in conjunction with §10 (1a) of the Investment Company Act). Now, amongst others, all shares which cumulatively add up to at least fi ve percent are considered to be fi xed ownership shares.

Shareholder structure pursuant to §41 of the Germany Securities Trading Act as of 31 December 2002

Sha
reh
olde
r
in p
nt
erce
k A
Dr.
Fran
ntw
erp
es
47.2
3
Jan
Ant
wer
pes
15.9
1
oha
Dr. J
s Ke
rste
nne
n
7.83
itala
nlag
sell
sch
aft
mb
Inve
Kap
H
sco
ege
6.45
floa
t (a
ding
tsch
)
Free
to
Deu
e B
örse
AG
ccor
22.
58

Half of the shares of their fi rst-degree relatives were distributed to the Messrs. Antwerpes. In the case of Dr. Frank Antwerpes, the shares of his wife continued to be included.

Share facts

Trad
ing
t
seg
men
and
ard
(
7/
/
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ntif
Prim
curi
ties
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e St
ISIN
: DE
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Ger
n Se
No.
: 54
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ma
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n
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9
dus
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e in
try
gro
up
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rnet
dus
cod
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e in
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Soft
war
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ing
and
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rank
furt
d ov
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erli
Prim
in F
in B
e St
a.M
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ter
Bre
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oun
n,
men
,
ldor
f,
burg
ich
and
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Ham
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ttga
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,
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igna
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nso
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rkha
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us &
Bu
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ral-
haft
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IFRS

No minced words

It's not much more diffi cult to manage a service company than it is to ride waves: fi rst you paddle way out and wait for the right client. Then you hop on the board and stay on your feet as long as possible. That is why even the directors have to be competent in the water – even if they don't get as tanned as beach boys in the process.

1. Rip the curl: the most exciting and lucrative projects can be found where the waves break. My most important tasks include keeping track of trends and making sure that we offer the appropriate innovations at the right time.

Dr. Frank Antwerpes, CEO of antwerpes ag and managing director of DocCheck® GmbH

2. Watch the water: in times of economic diffi culty, the controlling department has to keep its eyes open. Otherwise we'll just be washed away by the next wave of costs. We therefore check the profi tability of all business divisions very carefully.

Jan Antwerpes, CFO of antwerpes ag and management board member of antwerpes & partner ag

3. Stay patient at the beach: company take-overs require a lot of planning, patience and observation. We don't swim towards a deal until we are familiar with the current and the depth.

Hermann Korte, management board member of antwerpes ag and managing director of antwerpes.korte consulting GmbH

4. Wax the board: concepts only come from creative ideas that are watertight. They hold up even in monster mush. And if we're into it, then the client will stay on board too.

Tanja Antwerpes, management board member of antwerpes & partner ag

5. Choose the right suit: major Internet or intranet projects require the right technical platform. We are constantly investing in new software so that our IT won't be chattering its teeth in the cold water.

Stefan Kellner, management board member of antwerpes & partner ag

7.1 Management report 2002

Summarised Management report and Group report of antwerpes ag Cologne, for the 2002 business year

The antwerpes group ("antwerpes" or "group") comprises antwerpes Aktiengesellschaft ("antwerpes ag") and its subsidiaries antwerpes & partner Aktiengesellschaft ("antwerpes & partner"), DocCheck Medical Services Gesellschaft mit beschränkter Haftung ("DocCheck"), Geisselmann Medizinbedarf Gesellschaft mit beschränkter Haftung ("Geisselmann"), antwerpes.korte consulting GmbH ("antwerpes.korte") and medicalpicture GmbH ("medicalpicture"). DocCheck Medical Services Limited ("DocCheck Ltd.") and antwerpes romania SRL ("antwerpes romania"), which are also part of the antwerpes group, are currently being wound up.

antwerpes ag performs the function of a management holding and is domiciled in Cologne. Its service and consulting business is transacted by its subsidiaries. The explanatory notes in the annex therefore appear jointly with those of the group. Unless express reference is made to the ag, all comments should be understood to relate to the group. Pursuant to §292a German Commercial Code (HGB), the group accounts have been produced with discharging effect according to the International Accounting Standards (IAS) of the International Accounting Standards Committee (IASC), London. The interpretations of the Standing Interpretations Committee (SIC) of the IASC, London, have been complied with.

The ag's and the group's business year spanned the period from 1 January 2002 to 31 December 2002.

7.1.1 Group development and situation

Market and competitive environment Due to the prevailing weak economy in Germany, the competitive environment for the products and services of antwerpes ag showed signs of deterioration in the 2002 business year. Cost pressures within the companies led to cutbacks in marketing budgets and hence to falling turnover with some clients.

In this weaker environment antwerpes was able to expand its position in the health care market due to the development and stronger intertwining of the individual business segments. There seems to be no other market player with a comparable portfolio.

Outside the health care market, antwerpes has made it into the league of larger market players in its role as an Internet agency, due to its stable development of the last three years. However, as the market in general is in decline, antwerpes is unable to translate this improved market position into rising turnover fi gures at present.

Services and products antwerpes' strategic focus is still on major clients in the health care and businessto-business sectors. For these clients antwerpes continued to expand its portfolio of products and services in the 2002 business year.

The focus of antwerpes & partner ag with offi ces in Cologne, Berlin and Basle is on the services business with the segments Classical and Digital Communication. Classical Communication provides communication concepts for the health care industry in the fi elds of printing, direct marketing and events, while Digital Communication develops and implements Internet, intranet and extranet applications.

The Product Development unit, also belonging to antwerpes & partner, develops and markets MafoMaker® – a web-based online and offl ine market research tool.

DocCheck Medical Services GmbH operates the access service for more than 600 websites and boasts over 200,000 users in the health care industry. Based on the access service, DocCheck develops products and services that generate transactions between its users and the health care industry such as clinical studies, market research or direct marketing.

Albert Geisselmann Medizinbedarf GmbH is the e-commerce and logistics service provider of the antwerpes group. Via its e-commerce platform DocCheckShop, Geisselmann sells medical equipment and smaller medical technology systems, mostly to the just under 200,000 registered DocCheck users. Moreover, Geisselmann performs logistical tasks as part of the antwerpes group's project business.

medizinstudent.de GmbH operates the largest German portal for medical students and serves as a bridgehead to future DocCheck users, and hence to the health care industry's prospective clients.

antwerpes.korte consulting advises clients on strategy development and implementation. antwerpes.korte performs all merger & acquisition transactions for the antwerpes group.

medicalpicture GmbH operates Germany's leading web-based image database with over 20,000 objects from the fi elds of medicine, pharmaceuticals and science. Apart from the syndication of visual media, medicalpicture offers the industry media management solutions and services.

This portfolio of services enables antwerpes to develop strategies for its clients, translate them into traditional and digital marketing concepts and perform the accruing logistical tasks. For clients in the health care industry it can additionally provide the appropriate target group channel via DocCheck.

Development of turnover and incoming orders The antwerpes group posted a turnover of EUR 3.2 million in each of the fi rst three quarters, and the fi gure went up to EUR 3.7 million by the fourth quarter. Total turnover amounted to EUR 13.3 million, which was 13 percent down on the previous year's fi gure.

All business segments were affected by diminished turnover: in the Classical Communication sector turnover fell by 16 percent to EUR 3.9 million, in the Digital Communication sector by 7 percent to EUR 5.2 million, in the Tools and Commerce sector (DocCheck, Geisselmann, Medical New Media) turnover went down 12 percent to EUR 4.2 million.

Incoming orders saw a stable development in the course of the business year, with a rising trend towards the end of the third quarter. Despite shrinking budgets and a diffi cult market environment, antwerpes was able to acquire new clients and budgets in the course of the year.

Development of individual locations The antwerpes group has a presence in four locations: Cologne, Berlin, Basle and Weil im Schönbuch.

In Cologne antwerpes ag (holding only), antwerpes & partner ag, DocCheck Medical Services GmbH, antwerpes.korte consulting GmbH and medicalpicture GmbH generated a joint turnover of EUR 11.8 million with a staff of 73. In Berlin antwerpes & partner ag made a turnover of EUR 1.9 million with 21 employees. Newly founded in July 2002, the Basle branch of antwerpes & partner ag achieved a turnover of EUR 0.08 million with one staff member. Albert Geisselmann Medizinbedarf GmbH in Weil im Schönbuch posted turnover of EUR 2.8 million and employed 16 staff members (all turnover data is non-consolidated).

In the course of the year antwerpes generated a clear operating cash fl ow of EUR 2.6 million

Operating result and cash fl ow Thanks to its functioning early-warning system, antwerpes was able to react in good time to falling turnover by reducing costs. Hence it could ensure its profi tability and a positive cash fl ow also for the 2002 business year. In the fi rst half of 2002 it posted a slightly positive operating profi t, in the second half of 2002 its margins were almost comparable to those of the previous year again. In total, it generated operating earnings before interest, taxes and depreciation (EBITDA) of EUR 1.4 million (previous year: EUR 1.9 million), earnings before interest and taxes (EBIT) amounted to EUR 0.4 million (previous year: EUR 0.8 million). This includes EUR 0.3 million in unscheduled write-downs effected on goodwill capitalised own performance. Ordinary operating earnings amounted to EUR 1.4 million (previous year: EUR 2 million), and a profi t of 12 cents per share was achieved.

In the course of the year antwerpes generated a clear operating cash fl ow of EUR 2.6 million (previous year: EUR 3.9 million). Its liquid funds (financial investments in the form of fi xed-term deposits and highly fungible, short-term capital market securities) went up 7 percent from EUR 28.7 million to EUR 30.9 million.

New participations One change occurred in the antwerpes portfolio of participations in 2002: Acquisition of 51 percent of the shares in medicalpicture GmbH, Cologne.

On 1 April 2002 antwerpes ag purchased a 51 percent participation in medicalpicture GmbH. The participation price was paid in cash. The remaining 49 percent of medicalpicture shares are held by Thomas Schmidt, founder and director of medicalpicture GmbH.

Personnel antwerpes turnover development was mirrored by the development of its personnel. At the end of the year antwerpes employed 111 staff members, as opposed to 125 at the end of 2001. On average, 111 staff members were employed in the antwerpes group in 2002 as opposed to 135 in 2001. Staff reductions were due to natural fl uctuation. Average per-capital turnover went up slightly from EUR 114,000 in 2001 to EUR 119,000 in 2002.

Research and development antwerpes' research and development activities are concentrated in Cologne. The Product Development unit of antwerpes & partner ag updated the online market research tool MafoMaker, and DocCheck Medical Services GmbH developed new services for users and companies, based on its DocCheck portal.

7.1.2 Development and situation of the ag

antwerpes ag performs the functions of a management holding and is domiciled in Cologne. Since 17 April 2000 its shares have been listed on the New Market at the Frankfurt Stock Exchange. At the end of the year antwerpes ag employed nineteen staff members. antwerpes ag offers to perform administrative corporate functions for its subsidiaries, including, inter alia:

Man
t
age
men
Faci
lity
t
man
age
men
unic
atio
Corp
orat
e co
mm
ns
ting
Acc
oun
Hum
an
reso
urce
s
t of
fi ce
du
ties
Fron
trol
ling
Con
nal
dev
elop
anis
atio
Org
t
men

Depending on their degree of participation and location, the subsidiaries make use of these corporate functions in varying degrees of intensity. The revenues of these activities generated by antwerpes ag amounted to EUR 3.1 million and were hence on par with the previous year's level.

In addition to revenues from operating business, the investment of liquid funds generated an interest yield of EUR 1 million, while profi t and loss transfer agreements yielded revenues of EUR 1.2 million and expenditures of EUR 0.4 million. The annual result amounted to EUR 1 million or 17.5 cents per share. Depending on how the business develops in the fi rst quarter of 2003, the Management Board will decide by mid-March whether to suggest distributing a dividend or not.

The future business development of antwerpes ag is coupled with the economic development of the antwerpes group.

Important events in the 2002 business year Change in the Supervisory Board of antwerpes ag: The chairman of the Supervisory Board of antwerpes ag, PD Dr. Dr. Christian Dierks, resigned from offi ce on 31 July 2002. At the suggestion of antwerpes ag, the Local Court of Cologne appointed the Supervisory Board member Mr. Michael Thiess to replace Dr. Dierks. In its meeting of 28 August 2002 the Supervisory Board elected Mr. Michael Thiess as the new chairman.

7.1.3 Risks

The future business development of antwerpes is exposed to risks. These risks may endanger the growth, fi nancial situation and future business development of antwerpes. Within the framework of its risk management system, the executive management of antwerpes regularly examines and evaluates potential risks and decides on risk prevention or limitation measures.

The executive management of antwerpes has identifi ed the following major risks:

a. Dependency on major clients Dependency on major clients is an inherent business risk of antwerpes ag, as focussing on lucrative major clients is part of its business strategy. However, the turnover share of individual major clients exceeds 25 percent in the business segments of Digital and Classical Communication and is therefore too large in the company's opinion. Due to the diffi cult market environment, the company not only strives to reduce the turnover shares of individual clients by acquiring new clients or budgets but is also progressing with diversifi cation into other business segments.

b. Adjustment of distribution structures Diversifi cation into other business segments and the diffi cult market environment also call for an adjustment of distribution structures within the antwerpes group so that it can see profi table future growth. A stronger disentanglement of departmental responsibilities already increased distribution pressure in the second half of 2002.

Annual financial statements Management report 2002

57

c. Market decline and larger price pressure For the 2003 business year there is a danger that demand for the development and realisation of digital media will decline. antwerpes has reacted to this market decline on a company-wide level by vertical diversifi cation (e.g. DocCheck, Geisselmann, medicalpicture) and internationalisation (e.g. creation of a branch in Switzerland).

Market decline also means that clients exert more price pressure. Hence, the company is working on a further optimisation of manufacturing processes in order to increase productivity.

d. Dependency of the holding and subsidiaries on key persons The success of the antwerpes group's business activities is contingent upon some key persons. If we are unable to bind these key persons to our company or if some of these key persons should be incapacitated on a permanent basis, this could endanger the success of our business. Mr. Kellner's appointment as the Management Board member for Digital Communication and Dr. Antwerpes' appointment to the Supervisory Board of antwerpes & partner ag in June 2002 has further reinforced the personal independence of subsidiary management from holding management.

7.1.5 Important occurrences subsequent to the balance sheet date

None

7.1.6 Outlook

In the diffi cult 2002 business year antwerpes saw a stable development and never lost sight of profi tability. The painful decline in turnover is slightly offset by the high growth rates of the past few years: turnover for 2002 is still almost 200 percent up on the fi gure for 1999. antwerpes sees great potential in its markets – health care and marketing communication – and wants to continue its profi table growth from this good starting point. This growth is to be generated by combining and enlarging the existing business segments, rapidly expanding into neighboring business segments and accelerating internationalisation. Its outstanding staff and healthy fi nancial position provide an excellent foundation for this.

antwerpes sees great potential in its markets – health care and marketing communication – and wants to continue its profi table growth from this good starting point.

7.2 Balance sheet

ts
/
Ass
e
S
A
I
to
d
ing
r
cco
t a
he
e
lan
s
ce
Ba Not
es
01-
01-2
002
12-3
1-20
02
01-
01-2
001
12-3
1-20
01
Sho
rt-t
ets
erm
ass
Liqu
id f
und
s
9 20,
841
420
,
28,
705
949
,
Sho
inve
rt-te
stm
ent
rm
s
8 9,
979
500
,
0
Trad
e d
ebt
ors
6 2,
092
910
,
2,
645
450
,
wed
by
und
king
Am
ts o
erta
oun
gro
up
s
42,
132
107
099
,
ks
Stoc
5 224
130
,
279
936
,
aid
nd d
efe
rred
cha
Prep
rges
exp
ens
es a
and
oth
hor
t-te
ts
er s
rm
asse
10 680
67,
26,
902
Sho
al
rt-t
ets,
tot
erm
ass
33,
247
772
,
31,
765
336
,
ible
fix
ed
Tan
ts
g
asse
3 1,
731
140
,
1,
870
006
,
ible
fix
ed
Inta
ts
ng
asse
1 278
035
,
403
708
,
inv
Lon
term
estm
ent
g-
s
4 178
391
,
494
171
,
dwi
ll
Goo
2 608
508
,
791
975
,
Oth
sset
er a
s
7 351
024
,
299
961
,

Total assets

36,394,870 35,302,480

ies
l
i
b
i
t
l
ia
d
i
ty
an
/
Eq
u
t
he
e
lan
s
ce
ba
up
Gro
Not
es
01-
01-2
002
12-3
1-20
02

01-
01-2
001
12-3
1-20
01

Sho
lia
bili
ties
rt-t
erm
Sho
loan
d sh
rtici
tion
rt-te
ort-
term
rm
s an
pa
pa
s
in lo
loa
term
ng-
ns
17,
204
61
Trad
edit
e cr
ors
16 368
815
,
525
197
,
ived
Pay
ts r
t
men
ece
on
acc
oun
430
398
,
115
216
,
ns f
isio
or l
iabi
litie
d ch
Prov
s an
arge
s
15 729
231
,
836
111
,
liab
ilitie
Inco
tax
me
s
15 280
009
,
151
310
,
Def
d in
nd o
the
r sh
lia
bilit
ort-
term
ies
erre
com
e a
009
283
1,
,
896
387
,
ed
nde
rtak
ings
Am
t ow
to g
oun
rou
p u
29,
148
12,
589
l sh
lia
bili
ties
Tota
ort-
term
2,
864
088
,
2,
536
871
,
Def
d ta
erre
xes
18 66,
200
77,
500
Min
orit
hare
hold
ings
y s
238
925
,
190
253
,
cial
for
be
nef
its f
Spe
inv
estm
ent
res
erve
rom
in c
ital
ts
ap
asse
14 23,
673
0
ity
Equ
Sub
bed
ital
scri
cap
11 904
312
5,
,
904
312
5,
,
ital
Cap
rese
rves
28,
179
620
,
28,
179
620
,
rofi
t/a
efic
iate
d p
late
d d
it
Una
ppro
pr
ccu
mu
2,
298
642
,
1,
586
808
,
Rev
enu
e re
serv
es
72,
686
72,
686
s fo
ital
Con
tra
item
r ca
p
12 –3,
245
570
,
–3,
245
570
,
n sh
Ow
ares
13 –7,
706
0
l eq
uity
(
less
mi
ity
sha
reh
old
ing
s)
Tota
nor
33,
201
984
,
32,
497
856
,
l eq
ity
d
l
ia
b
i
l
it
ies
Tot
a
u
an
36,
394
870
,
35,
302
480
,

Group assets schedule to 31 December 2002

d p
rod
uisi
tion
ucti
Acq
ts
an
on
cos
Bal
e sh
eet
anc
Valu
e
01-
01-2
002
Add
itio
ns
Disp
ls
osa
Valu
e
12-3
1-20
02
Valu
e
01-
01-2
002
Add
itio
ns
ls
Disp
osa
wri
te-u
ps
Valu
e
12-3
1-20
02
12-3
1-20
02
12-3
1-20
01
ible
I.
Inta
ets
ng
ass
hise
trad
rks,
lice
1. F
ranc
s,
ema
nce
s
and
ilar
hts
and
lice
sim
rig
s to
nce
h ri
hts
suc
g
617,
336
61,
065
0 678
401
,
213
628
,
186
738
,
0 400
366
,
278
035
,
403
708
,
ood
will
2. G
859
772
,
92,
452
0 952
224
,
67,
797
275
919
,
0 343
716
,
608
508
,
791
975
,
1,
477
108
,
153
517
,
0 1,
630
625
,
281
425
,
462
657
,
0 744
082
,
886
543
,
1,
195
683
,
ible
II.
Tan
ets
g
ass
Oth
l
ipm
iona
ent
erat
er e
qu
, op
and
off
ice
ipm
ent
equ
3,
274
508
,
381
996
,
131
080
,
3,
525
424
,
1,
404
502
,
513
320
,
123
538
,
1,
794
284
,
1,
731
140
,
1,
870
006
,
Fina
ncia
l as
III.
sets
hare
aff
iliat
ed
s in
ies
1. S
com
pan
soli
date
d
non
-con
4,
205
0 0 4,
205
0 0 0 0 4,
205
4,
205
2. I
stm
ent
nve
s
193
874
,
0 0 193
874
,
26,
585
14,
567
21,
464
19,
688
174
186
,
167
289
,
198
079
,
0 0 198
079
,
26,
585
14,
567
21,
464
19,
688
178
391
,
171
494
,
l
Tot
a
4,
949
695
,
535
513
,
131
080
,
5,
354
128
,
1,
712
512
,
990
544
,
145
002
,
2,
558
054
,
2,
796
074
,
3,
237
183
,

7.3 Group profi t and loss account

Group profit and loss account

Not
es
01-
01-2
002
12-3
1-20
02
01-
01-2
001
12-3
1-20
01
Sale
s (n
et)
1.
1 13,
277
619
,
15,
405
021
,
Oth
2.
ting
inc
er o
pera
om
e
3 196
081
,
529
302
,
iffe
es b
nd c
losi
tock
s of
fin
ishe
d
enin
3. D
etw
renc
een
op
g a
ng s
and
finis
hed
ods
un
go
–34
718
,
–11
9,
667
k ca
itali
sed
4. O
wn
wor
p
0 181
973
,
of m
rials
5. C
ost
ate
a)
t of
teri
als
and
lies
d g
ood
rcha
sed
Cos
raw
ma
sup
p
an
s pu
for
le
resa
2,
501
466
,
3,
233
803
,
b)
t of
al s
ices
Cos
ext
ern
erv
1,
510
117
,
1,
687
615
,
4,
011
583
,
4,
921
418
,
Staf
f co
6.
sts
a)
nd s
alar
ies
Wag
es a
858
029
4,
,
384
331
5,
,
b)
cial
but
urit
ntri
ions
So
sec
y co
908
693
,
880
670
,
5,
766
722
,
6,
265
001
,
orti
sati
of i
ible
fix
ed
nd d
ecia
tion
7.
Am
nta
ts a
on
ng
asse
epr
of t
ible
fix
ed
ts
ang
asse
2 990
206
,
1,
023
948
,
Oth
ting
8.
er o
pera
ex
pen
ses
4 2,
331
463
,
3,
038
040
,

Group profit and loss account

Not
es
01-
01-2
002
12-3
1-20
02
01-
01-2
001
12-3
1-20
01
from
rtici
ting
int
9.
Inco
ts
me
pa
pa
eres
22,
515
90,
705
10.
EBIT
361
523
,
838
927
,
for
info
(
DA)
tion
EBIT
rma
:
1,
351
729
,
1,
862
875
,
d si
mila
r in
11.
Inte
rest
an
com
e
1,
110,
042
1,
196
539
,
d si
mila
12.
Inte
rest
an
r ex
pen
ses
65,
268
35,
075
fit b
efo
ax (
and
mi
ity
sha
reh
old
ing
s)
13.
Pro
re t
nor
406
297
1,
,
2,
000
391
,
l inc
d ta
rnin
14.
Pers
e ta
5
ona
om
x an
x o
n ea
gs
682
931
,
687
929
,
fore
ults
be
mi
ity
sha
reh
old
ing
15.
Res
nor
s
723
366
,
1,
312
462
,
Min
orit
hare
hold
ings
16.
y s
11,
532
22,
114
sol
ida
ted
t in
Con
17.
ne
com
e
834
711
,
290
348
1,
,
late
d b
fit/
late
d d
efic
it b
ht f
ard
18.
Acc
umu
ene
accu
mu
roug
orw
1,
586
808
,
318
411
,
Plac
in
19.
ent
em
rev
enu
e re
serv
es
a)
in s
tatu
tory
res
erve
s
b)
the
in o
rnin
r ea
gs r
eve
nue
s
lan
hee
f
it
20.
Ba
t p
ce
s
ro
2,
298
642
,
1,
586
808
,
(
ic)
inc
hare
ord
ing
bas
Net
to I
AS
33
om
e p
er s
acc
0.12 0.22
hare
ord
(
dilu
ted
)
Net
inc
ing
to I
AS
33
om
e p
er s
acc
0.12 0.22
hte
d av
e sh
ndin
(
bas
ic)
Wei
tsta
g
erag
ares
ou
g
5,
902
812
,
5,
904
312
,

Weighted average shares outstanding (diluted) 5,902,812

Notes under 7.4.6 from page 74

63

5,904,312

7.4 Appendix on the fi scal year

Notes on consolidated fi nancial statements of antwerpes ag for the year ended 31 December 2002

7.4.1 Structure and business activities of the company

1. The antwerpes group ("antwerpes" or "group") comprises antwerpes Aktiengesellschaft ("antwerpes ag" or "ag") and its subsidiaries antwerpes & partner Aktiengesellschaft ("antwerpes & partner" or "a & p"), DocCheck Medical Services Gesellschaft mit beschränkter Haftung ("DocCheck GmbH" or "DocCheck"), antwerpes.korte consulting Gesellschaft mit beschränkter Haftung ("antwerpes.korte consulting GmbH" or "antwerpes.korte"), DocCheck Medical Services Limited ("DocCheck Ltd." or "Ltd."), antwerpes romania SRL ("antwerpes SRL" or "Romania"), medicalpicture GmbH ("medicalpicture") and Albert Geisselmann Medizin bedarf Gesellschaft mit beschränkter Haftung ("Geisselmann GmbH" or "Geisselmann"). For detailed information on the group structure, see section 7.4.4, "Principles of consolidation".

2. antwerpes ag performs the functions of a management holding and is domiciled in Cologne. Its service and consulting business is transacted by its subsidiaries.

3. antwerpes & partner ag operates as a full-service agency in the multimedia sector. In this context, it supports clients both with traditional advertising activities and through all stages of the implementation of Internet, intranet and extranet measures.

4. DocCheck GmbH offers services and products tailored to the health care market in the Internet. In this context, it operates a health care portal with a total of 200,000 registered users as per the end of 2002.

5. antwerpes.korte consulting GmbH is a strategic consulting fi rm in the pharmaceuticals/health care sector. It develops e-business concepts and corporate strategies for its clients and supports their implementation.

6. DocCheck Ltd. was founded to expand DocCheck, a business model that had been successfully established in Germany, to English-speaking markets. The company is currently being wound up.

7. antwerpes SRL mainly provided programming services to the German subsidiaries and is currently being wound up.

8. medicalpicture GmbH offers a web-based image database with over 20,000 objects from the fi elds of medicine, health, fi tness, pharmaceuticals and science.

9. With Geisselmann, antwerpes offers an e-commerce solution for surgery needs in Germany.

7.4.2 Accounting principles

1. Pursuant to §292a German Commercial Code (HGB), the group accounts were produced with discharging effect according to the standards of the International Accounting Standards Committee (IASC), London, in force on the balance sheet date, and to the interpretations of the Standing Interpretations Committee (SIC) of the IASC, London.

The reporting currency is the euro (EUR).

2. The group accounts according to IAS are based on the audited individual accounts of antwerpes ag (parent company), antwerpes & partner ag, DocCheck GmbH, antwerpes.korte consulting GmbH, medicalpicture GmbH, and Geisselmann GmbH.

The business year both for the group and individual accounts of antwerpes ag spans the period from 1 January to 31 December of each year.

7.4.3 Scope of consolidation

1. The group accounts encompass affi liated companies which are controlled by the parent company. The exercise of control is assumed as soon as the parent company holds 50 percent of the subsidiary's voting rights, or can determine the subsidiary's fi nancial or business policies, or constitutes a majority of the subsidiary's supervisory or administrative boards. IAS group accounts were generated for the fi rst time for the year ended 31 December, 1999.

Apart from antwerpes ag as the parent company, the following companies were included in the group accounts:

Consulting

Sha
reh
Com
pan
y
in p
old
ing
nt
erce
r Ak
ells
cha
ft,
Colo
antw
es &
rtne
tien
erp
pa
ges
gne
100
Che
ck M
edic
al S
bH,
Colo
ices
Doc
Gm
erv
gne
100
es.k
sult
ing
bH,
Colo
antw
orte
Gm
erp
con
gne
51
med
ical
ictu
mb
Colo
re G
H,
p
gne
51
Alb
lma
ediz
inbe
darf
bH,
l im
Sch
önb
uch
ert
Gei
Gm
Wei
nn M
sse
51

2. According to IAS 28, section no. 8, the 30% participation in medizinstudent.de GmbH ("medizinstudent.de") and the indirect 30% participation in Albert Geisselmann GmbH, Eilenburg, have been consolidated using the equity method.

3. Pursuant to the materiality clause of the IASC, DocCheck Ltd. and antwerpes romania SRL have not been consolidated.

7.4.4 Principles of consolidation

1. Pursuant to IAS 22, section no. 18–20, the relevant acquisition date was used as the initial capital consolidation date.

The shares in DocCheck GmbH were acquired on 15 November 1999, those in antwerpes & partner ag on 30 December 1999, the majority shareholding in Geisselmann GmbH on 17 November 2000, the majority shareholding in antwerpes.korte consulting GmbH with effect from 1 January 2001, and the majority shareholding in medicalpicture GmbH with effect from 1 April 2002.

2. The shares in the fully consolidated subsidiaries were offset against the companies' capital on the initial consolidation date according to the proportional participation book value method. In accordance with this method, the following goodwill values were calculated:

Annual financial statements

Appendix on the fiscal year

67

Company Goodwill at initial consolidation Book value goodwill on 31-12-2002 Useful economic life TEUR TEUR in years DocCheck Medical Services GmbH 29 20 10 antwerpes.korte consulting GmbH 74 65 15 medicalpicture GmbH 92 88 15 Albert Geisselmann Medizinbedarf GmbH 756 436 15 Total 951 609 Goodwill

Goodwill values are written down across their estimated useful economic life. It is assumed that the goodwill value of DocCheck Medical Services GmbH will be exhausted within ten years, and the goodwill value of Geisselmann GmbH, antwerpes.korte consulting GmbH, and medicalpicture GmbH within fi fteen years.

Pursuant to IAS 36, as part of the annual impairment test, an unscheduled write-down of EUR 213,000 was effected on the goodwill value of Geisselmann GmbH (see 7.4.5 section 2 "Write-downs on intangible assets"). The unscheduled write-down of EUR 20,000 effected on the goodwill value of antwerpes.korte consulting GmbH in the third quarter of 2002 was adjusted due to the no longer relevant purchasing intentions of the participation on 31 December 2002.

The annual accounts of the companies included in the group accounts are based on uniform accounting and valuation principles.

All major transactions and balances within the group were consolidated pursuant to IAS 27 in the context of consolidation. Receivables and liabilities between the consolidated companies were consolidated. Intragroup turnover and other intragroup earnings were offset against the corresponding expenditures.

7.4.5 Explanatory notes on the group balance sheet

1. The development of fi xed assets, shown in a separate appendix of the group accounts, is an integral part of the annex.

Intangible assets include self-developed and purchased software and goodwill values. Purchased intangible assets are capitalised at the cost of acquisition and will be written down, as planned, on a linear basis over the anticipated useful life of three years. Self-generated intangible assets to the amount of EUR 182,000 meet the capitalization requirements of IAS 38, are capitalised accordingly and will be written down as planned on a linear basis over the anticipated useful life of six years. Where the realisable amount of an asset falls short of the book value, an unscheduled write-down has been effected pursuant to IAS 36.

2. The goodwill values result from the consolidation of DocCheck GmbH, antwerpes.korte consulting GmbH, medicalpicture GmbH and Geisselmann GmbH. They will be written down over the period of their useful economic life of ten to fi fteen years.

3. Pursuant to IAS 16, tangible assets have been valued at cost of acquisition or manufacture, less scheduled write-downs. Write-downs are effected according to the linear method, applying by analogy the fi scal simplifi cation rules of section R 44 (2) Income Tax Directive (EstR) in conjunction with IAS 16. According to §6 (2) Income Tax Act (EstG) in conjunction with IAS 16 low-value assets have been written down in full in the year of acquisition. Operational and offi ce equipment is written down over a period of three to twenty-five years. The book value of tangible assets as per the end of the business year has been reviewed. Where the realisable amount of an asset falls short of the book value, an unscheduled write-down has been effected. The development of the fi xed assets, broken down by balance sheet items, up to the balance sheet date 31 December 2002 is shown in the enclosed analysis of fi xed asset investments. No tangible assets have been written down on an unscheduled basis. According to the regulations on the treatment of fi nancial leasing, tenant fi xtures and fi ttings to the original amount of EUR 162,000 were capitalised pursuant to IAS 17.12 and IAS 17.19 and written down on a linear basis over their anticipated useful life of ten years.

4. Financial assets include the at-equity consolidated participations in medizinstudent.de GmbH, Essen, and Albert Geisselmann GmbH, Eilenburg. In addition, they include the participations in DocCheck Ltd. and antwerpes romania SRL. valued at cost of acquisition pursuant to IAS 39. According to IAS 28.6, in the case of the at-equity consolidated participation in medizinstudent.de GmbH, Essen, the acquisition costs of EUR 168,000 were reduced by the pro-rata annual result of EUR 0 (previous year: EUR –13,000) and write-downs on goodwill values of EUR 15,000 (previous year: EUR 13,000) were taken into account. In the case of the at-equity consolidated participation in Albert Geisselmann GmbH, Eilenburg, the proportionate profi t carry-forward of

EUR 11,000 and proportionate annual results for 2001 and 2002 of EUR 6,000 and EUR 5,000 respectively were added to the book value.

5. The inventories include unfi nished products assessed and valued at EUR 164,000 (previous year: EUR 232,000) according to IAS 2. They have been valued at cost of manufacture. Where the cost of manufacture exceed the applicable value on the balance sheet date, write-downs have been effected. Cost of manufacture was calculated progressively. The calculation of the cost of manufacture included costs of individual materials, individual manufacturing cost and appropriate shares of the requisite production overheads. Interest on borrowed capital was not accounted for. Unlike in previous years, inventories now also include fi nished products for which no orders were placed (previously listed under receivables).

Work in progress for which total contract costs and expected contract proceeds can be confi dently estimated has been valued on the basis of the calculated degree of completion, according to the Percentage of Completion method (POC) of IAS 11. Accordingly, it is listed under receivables and client advance payments and turnover proceeds, delimiting additional or reduced costs in percent. For details, see 7.4.11 section 4, partprofi t realisation.

6. All receivables have a residual term of under one year. Receivables and other assets are shown at nominal values.

7. Other assets include interest referrals and tax receivables.

8. The investment of liquid funds in a fi xed-interest public debenture bond and a fl oating rate note led to an increase in the item current-asset securities while reducing the item "liquid funds". Pursuant to IAS 39.68, the securities are fi nancial assets available for sale, shown at their current value.

9. Liquid funds encompass cash in banks and cash on hand, shown at their nominal value.

10. Deferred charges and prepaid expenses include expenditures before the balance sheet date for the following business year.

11. The subscribed capital totalled EUR 5,904,000 as per 31 December 2002 and was subdivided into 5,904,312 individual shares worth EUR 1 each. The shares are issued to the bearer. Table 1 on page 18 illustrates the development of shareholders' equity in the course of the year.

By an AGM resolution of 16 May 2001, the Management Board is authorised to increase the company's share capital in the period up to 15 March 2006 with the Supervisory Board's approval, once or repeatedly, up to a total of EUR 2,952,156 by issuing new individual bearer shares for a cash or non-cash contribution (approved capital) and, with the approval of the Supervisory Board, to determine the terms and conditions of the share issue. Moreover, the Management Board is authorized to decide on a preclusion of the shareholders' legal subscription right, with the approval of the Supervisory Board. The shareholders' legal subscription right may be precluded.

By an AGM resolution of 16 May 2001, the share capital shall be conditionally increased by up to EUR 590,431 by issuing up to 590,431 new shares with participation rights from the start of the business year in which they were issued.

The conditional capital increase serves the sole purpose of granting subscription rights to Management Board members and staff members of antwerpes ag and to directors and staff of companies affi liated with antwerpes ag. The Management Board and – if subscription rights are granted to Management Board members – the Supervisory Board are authorised to grant subscription rights to entitled shareholders. The conditional capital increase shall only be effected if the holders of granted subscription rights actually exercise such rights (more details on the granting of subscription rights under 7.4.9 section 8 Stock Options).

12. Pursuant to IAS 22.12 in conjunction with IAS 8, the shareholders' equity shown in the balance sheet was corrected under the item "equalisation of capital supply" by EUR 3,246,000 (see 7.4.11 section 3).

13. This equalisation item refers to own shares purchased by antwerpes ag in June 2002 by authorisation of the AGM of 16 May 2001. These shares were originally intended to fi nance a new participation.

The stock of own shares on 31 December 2002 is composed of 1,500 individual shares and accounts for a total of EUR 1,500 of the share capital. The market value on 31 December 2002 was EUR 6,990 (see 7.4.11 section 6).

14. The special item for subsidies from fi xed-asset investments includes an investment subsidy that will be reversed proportionately to the write-downs on subsidised asset investments. In the business year EUR 14,000 of the original investment subsidy of EUR 37,000 was reversed with an effect on results (see 7.4.11 section 3).

15. Provisions are made for uncertain liabilities from past business transactions or events, where the date or amount of the fi nancial outfl ow is uncertain on the balance sheet date. They are shown at the fulfi lment value most likely to occur.

Sub
scri
bed
ital
cap
ital
Cap
rese
rves
Rev
enu
e
rese
rves
ble
Stat
uta
rese
rves
Oth
er r
eve
nue
rese
rves
Bala
she
et
nce
fit
pro
ital
ly
Cap
sup
p
alis
atio
equ
n
n sh
Ow
are
s
l
Tota
Bala
mbe
31 D
r 20
00
nce
as
per
ece
904
312
5,
,
28,
179
620
,
18,
287
0 32,
448
318
411
,
–3,
245
570
,
0 31,
207
508
,
ual
lt as
ber
Ann
r 31
De
200
1
resu
pe
cem
0 0 20,
966
985 0 1,
268
397
,
0 0 1,
290
348
,
Bala
mbe
31 D
r 20
01
nce
as
per
ece
5,
904
312
,
28,
179
620
,
39,
253
985 32,
448
1,
586
808
,
–3,
245
570
,
0 32,
497
856
,
has
e of
n sh
Purc
ow
ares
–7,
706
–7,
706
ual
lt as
ber
Ann
r 31
De
200
1
resu
pe
cem
711,
834
711,
834
lan
ber
Ba
er 3
1 D
20
02
ce
as
p
ece
m
5,
904
312
,
28,
179
620
,
39,
253
985 32,
448
2,
298
642
,
–3,
245
570
,
–7,
706
33,
201
984
,

Statement of shareholders' equity pursuant to IAS 1, section no. 86–89

Provisions for taxes amounted to EUR 280,000 (previous year: EUR 151,000) as per 31 December 2002 and mainly pertain to trade tax.

The composition of other provisions is shown in the chart below. All provisions have a residual term of under one year.

De
3
1
er
0
2
0
2
be
r
m
ce
ies
b
i
l
i
t
l
ia
d
d a
ue
ccr
n
ion
s a
is
Pro
v
p
as
As p
er
01-
01-2
002
tion
Con
sum
p
fer
Ret
rans
sfer
Tran
As p
er
12-3
1-20
02
el
Pers
onn
a)
t bo
Man
age
men
nus
es
160
343
.24
,
–13
4,
106
.26
–19
136
.98
,
158
444
.00
,
165
544
.00
,
b)
Bon
use
s
147
029
.86
,
–51
1.30
0.00 9,
000
.00
155
518
.56
,
c)
atio
rovi
sion
Vac
n p
s
137
892
.48
,
–13
7,
892
.48
0.00 129
200
.00
,
129
200
.00
,
d)
el e
Trav
xpe
nse
s
10,
686
.13
–39
9.05
–10
077
.38
,
590
.30
1,
800
.00
1,
e)
ial i
ains
Soc
t
nsu
ranc
e ag
tion
al a
ccid
ent
occ
upa
s
22,
106
.56
–21
654
.61
,
–25
1.95
20,
262
.00
20,
462
.00
f)
sts'
ial s
fun
d
Arti
rity
soc
ecu
8,
168
.13
0.00 –8,
168
.13
500
.00
500
.00
)
bled
s le
Disa
g
pe
rson
vy
7,
464
.98
–5,
931
.08
–1,
533
.90
11,
100
.00
11,
100
.00
Adm
inis
ion
and
ing
trat
erat
cost
op
s
h)
ting
d a
udit
ing
Acc
cost
oun
an
s
188
290
.51
,
–18
8,
290
.51
0.00 164
000
.00
,
164
000
.00
,
i)
aid
invo
ices
Unp
68,
618
.17
–68
618
.17
,
0.00 0.00 0.00
)
boa
rd e
lum
j
isor
Sup
ent
erv
y
mo
s
19,
446
.04
–18
423
.46
,
–1,
022
.58
9,
166
.67
9,
166
.67
k)
ued
Purs
ts
cos
7,
780
.00
–7,
780
.00
0.00 37,
110
.00
37,
110
.00
l)
al e
Leg
xpe
nse
s
58,
284
.20
737
.00
–17
,
–30
.00
577
,
9,
029
.80
19,
000
.00
m)
ding
los
Pen
ses
0.00 0.00 0.00 0.00 0.00
n)
Oth
ers
0.00 0.00 0.00 830
.00
15,
830
.00
15,
l
Tot
a
836
110
.30
,
–60
1,
343
.92
–70
767
.92
,
565
232
.77
,
729
231
.23
,

16. Liabilities are shown at the repayment amount. All liabilities have a residual term of up to one year. No liabilities were secured on the balance sheet date by means of lien or similar rights.

According to the regulations on the treatment of fi nancial leasing, leasing liabilities of EUR 136,000 (previous year: EUR 150,000) were reported as liabilities for the business year pursuant to IAS 17.12.

The leasing liabilities pertain to the tenant fi xtures and fi ttings mentioned see in 7.4.11 section 3.

Leasing liabilities

TEU
R
of w
hich
du
ithi
e w
n o
ne y
ear
15
of w
hich
du
e af
han
nd
less
tha
n fi v
ter
re t
mo
on
e a
e ye
ars
70
of w
hich
du
e af
han
fi v
ter
re t
mo
e ye
ars
51
l
Tot
a
136

17. Other liabilities are composed as shown in the chart below:

ies
i
l
i
t
b
l
ia
dry
Su
n
200
2
200
1
R
TEU
R
TEU
nd c
hurc
h ta
Wag
e a
xes
200 203
r ta
Turn
ove
x
170 326
ial s
rity
Soc
ecu
115 159
nd s
alar
ies
Wag
es a
51 47
loye
l co
Emp
e tr
sts
ave
2 6
Oth
er l
iabi
litie
s
474 155
l
Tot
a
1,
012
896

18. Deferred tax liabilities result from temporary discrepancies between HGB-based (German Commercial Code) valuations of the individual accounts – used for tax purposes – and IAS-based valuations of the group accounts (see notes under 7.4.11).

7.4.6 Notes on group profi t and loss account

1. The group profi t and loss account was generated according to the total costs method.

Pursuant to IAS 11 in conjunction with IAS 18, contract projects have been valued according to the Percentage of Completion method. Unless the result of a project could be reliably estimated, proceeds have only been posted up to the amount of probably realisable incurred project costs. The contract costs are posted under expenditure in the period of their occurrence. There were no pending losses from manufacturing orders on the balance sheet date. Profi ts were realised if the requirements for identifying the degree of completion, the assessment of total contract costs and total contract proceeds and their recoverability were met. Hence, in the period under review turnover realisations amounting to EUR 82,000 (previous year: EUR 76,000) were

2. Write-downs on intangible and fi xed assets include write-downs on goodwill values of EUR 296,000 (previous year: EUR 58,000).

effected.

3. Other operating income was largely generated by the release of provisions. Other operating income includes income from the reversal of a special item for subsidies from fi xed-asset investments worth EUR 14,000 (previous year: EUR 0).

4. Other operating expenditure was largely generated by advertising, travel, auditing and accounting costs and rent expenditure.

5. The calculation of deferred taxes is based on a composite tax rate of 39.9%, composed of a corporation tax rate of 25%, a solidarity surcharge of 5.5% on corporation tax and a trade tax of 18.37%, which is deductible for the calculation of corporation tax.

Def
d ta
erre
x
liab
iliti
es 2
002
Def
d ta
erre
x
liab
iliti
es 2
001
TEU
R
TEU
R
ible
Inta
ets
ng
ass
40 70
ries
Inve
nto
–7 –20
Trad
able
ceiv
e re
s
35 36
Oth
ritie
er s
ecu
s
6 0
isio
Prov
ns
–6 –3
Adv
ceiv
ed
ent
anc
e p
aym
s re
–2 –6
forw
ards
Loss
car
ry-
0 0
l
Tot
a
66 77

Annual financial statements Appendix on the fiscal year

77

7.4.7 Information on funds statement

The group funds statement shows how cash funds changed in the course of the year under review due to the infl ow and outfl ow of funds.

In compliance with IAS 7, a distinction is made between cash fl ows from operating activities, investment and fi nancing activities. The cash fl ows from normal operating activities have been stated in accordance with the indirect method.

The Real Property

Funds statement

01-
01-2
002
12-3
1-20
02
01-
01-2
001
12-3
1-20
01
iod
ical
e b
efo
ord
lt
t in
ina
Per
xtra
ne
com
re e
ry r
esu
711
834
,
1,
290
348
,
Wri
te-d
ible
d
tan
own
s on
g
an
+
ible
inta
ets
ng
ass
990
206
,
915
045
,
Allo
fro
m f
cial
cati
inan
inv
estm
ent
ons
s
–21
464
,
0
du
the
tflo
f fix
ed
Loss
e to
ts
+
ou
w o
asse
3,
311
36,
385
+/–
e/
dec
rovi
sion
Incr
eas
reas
e p
s
21,
820
354
237
,
–/+
e/
dec
able
Incr
ceiv
eas
reas
e re
s
617,
507
–16
3,
721
–/+
e/
dec
her
Incr
e ot
ts
eas
reas
asse
062
–51
,
106
359
1,
,
–/+
e/
dec
e in
tori
Incr
eas
reas
ven
es
55,
805
–58
484
,
–/+
e/
dec
d in
Incr
eas
reas
e ac
crue
com
e
–40
778
,
7,
832
+/–
e/
dec
e d
efe
rred
Incr
inc
eas
reas
om
e
0 0
+/–
e/
dec
e d
efe
rred
Incr
tax
ets
eas
reas
ass
0 522
975
,
–/+
e/
dec
e d
efe
rred
lia
bilit
ies
Incr
tax
eas
reas
–11
300
,
–19
8,
043
+/–
e/
dec
e in
de
ble
Incr
tra
unts
eas
reas
acco
pa
ya
and
oth
er l
iabi
litie
s
336
926
,
62,
234
h fl
from
ting
ivit
ies
Cas
act
ow
op
era
2,
612
805
,
3,
875
167
,
t
n
me
te
ta
ds
s
Fun
01-
01-2
002
12-3
1-20
02
01-
01-2
001
12-3
1-20
01
ts fo
lant
Out
r in
nt i
tme
rty,
pay
men
ves
n p
rope
p

,
ipm
and
int
ible
ent
ets
equ
ang
ass
–53
0,
943
–1,
636
939
,
ts fo
s/s
hare
aff
Out
r in
tme
nts
in p
arti
cipa
tion
s in
pay
men
ves
. co
mp.
0 –16
8,
946
+/–
e/
dec
e sh
of f
und
inv
Incr
ort-
term
estm
ent
eas
reas
s
0 14,
853
750
,
e of
sho
fina
l inv
ncia
Dec
rt-te
estm
ent
reas
rm
s

due
han
d va
luat
to
rate
ion
exc
ge
an
0 –12
3,
000
nt f
sub
sidi
inv
Inpa
estm
ent
+
yme
rom
es
23,
673
0
h fl
from
inv
ivit
ies
Cas
estm
ent
act
ow
–50
7,
270
12,
924
865
,
+/–
of o
verd
raft
Rep
ent
aym
0 –8,
011
t fro
he
has
e of
n sh
Out
m t
pay
men
purc
ow
ares
–7,
706
0
nt b
d o
n lo
Inpa
yme
ase
ans
+
17,
142
0
h fl
from
fin
ing
acti
viti
Cas
ow
anc
es
9,
436
–8,
011
h fu
Cha
in
nd
thro
h p
ent
nge
cas
ug
aym
s
2,
114
971
,
16,
792
021
,
h fu
nd a
t th
e b
f th
d
Cas
inni
erio
+
eg
ng o
e p
28,
705
949
,
11,
913
928
,
h fu
nd
he
end
of
the
riod
Cas
at t
pe
h fu
nd
ed
of:
Cas
com
pos
30,
820
920
,
28,
705
949
,
id f
und
Liqu
s
20,
841
420
,
28,
705
949
,

Segment reporting for group accounts 2002

ital
Dig
nica
tion
Com
mu
Clas
l
sica
nica
tion
Com
mu
Che
ck,
Doc
Com
me
rce
istic
& Lo
g
Hol
din
/
g
Oth
ers
l
Tot
a
r of
the
its
Turn
ove
un
5,
289
176
,
3,
859
265
,
4,
036
280
,
92,
898
13,
277
619
,
Intr
turn
agro
up
ove
r
0 4,
159
268
212
,
3,
088
447
,
3,
360
818
,
ult
befo
Res
re t
axe
s
607
213
,
385
452
,
–36
3,
944
777
576
,
1,
406
297
,
l as
Tota
sets
4,
578
086
,
2,
906
115
,
2,
217,
697
26,
692
972
,
36,
394
870
,
ber
of e
loye
Num
mp
es
53 21 24 13 111

Total assets include fi xed assets, current assets, deferred charges and prepaid expenses

The segments of Digital Communication and Classical Communication belong to the subsidiary antwerpes & partner ag. The segment of Digital Communication includes the Berlin plant. DocCheck, Geisselmann, medicalpicture, as well as the Product Development unit andthe Digital Medical Team, which belong to the subsidiary antwerpes & partner ag, jointly represent the DocCheck, Commerce & Logistics segment. Holding/Others includes the entire administrative and service business of antwerpes ag and antwerpes.korte consulting GmbH. Due to the currently homogenous territory of operations, no geographical segmentation was performed. Intragroup services were valued at cost price plus a mark-up and management fee at cost price plus interest.

7.4.9 Additional Information

1. Financial instruments The range of original fi nancial instruments (receivables, liabilities, liquid funds) is shown in the balance sheet. There were no signifi cant differences between book and market values. As a rule, these instruments may entail credit, default and interest risks. There were no signifi cant risks for the group's original fi nancial instruments on the balance sheet date. The company is mainly exposed to possible default risks in the case of its trade receivables. The company regularly assesses the creditworthiness of its 79

clients and, due to its clientele structure, it has hardly experienced any occurrences of credit default in the past. The group companies have concluded no contracts based on interest rate derivatives. On the balance sheet date there was no signifi cant interest risk.

On 31 December 2002 the group companies had no signifi cant receivables or liabilities in foreign currencies, meaning that there was no exchange rate risk on the balance sheet date. There were no fi nancial instruments used for trade or speculation purposes on the balance sheet date.

2. Number of employees On 31 December 2002 the number of employees working for the company totalled 111. The annual average number of staff employed was 112 (without trainees and Management Board members).

3. Relations with associates In addition to the companies included in the group accounts, the following companies and persons are associated with the group according to IAS 24 (see section 5). The executive bodies of antwerpes ag had the following interests in group companies or other companies (see following page).

Shareholding structure as of 31 December 2002

in p
nt
erce
ber
of
sha
Num
res
k A
Dr.
ntw
CEO
Fran
erp
es,
47.0
0
2,
274
775
,
Jan
Ant
CFO
wer
pes
,
15.6
9
926
140
,
oha
Dr. J
s Ke
rste
SB a
ntw
es &
rtne
nne
n,
erp
pa
r
7.83 462
031
,
mbe
Her
n Ko
rte,
MB
r
man
me
1.29 76,
038
Rola
nd
Ortl
off,
lma
DIR
. Ge
isse
nn
0.75 312
44,
Ede
lgar
d Le
ld s
hare
hold
ssin
g, o
er
0.43 25,
555
Chr
istia
ierk
cha
irm
til 0
Dr.
Dr.
n D
SB
7-31
-20
02
s,
ann
un
0.01 866
hae
l Th
cha
fro
Mic
iess
SB
irm
m 0
8-2
8-2
002
ann
,
0.00 100
him
tzko
ber
Pie
Dr. J
SB
oac
mem
,
0.01 866
frie
d Le
ber
Win
ime
iste
SB
r,
mem
0.00 0

Roland Ortloff, Weil im Schönbuch

Thomas Schmidt, Cologne

of a
cuti
bod
ies
Exe
ntw
ve
erp
es a
g
of
ber
ship
oth
roll
ing
bod
ies
Mem
ont
er c
d
Man
nt B
oar
age
me
k N
icol
Colo
Dr.
Fran
as A
ntw
erp
es,
gne
Cha
irm
f th
rd,
e M
ent
Boa
CEO
an o
ana
gem
Colo
es &
antw
rtne
erp
pa
r ag
gne
,
(c
)
hair
of
the
ard
Man
t Bo
to 0
6-2
8-2
002
man
age
men
up
Colo
antw
es &
rtne
erp
pa
r ag
gne
,
(c
hair
of
the
rd f
02)
Sup
isor
Boa
06
-28
-20
man
erv
y
rom
Colo
Jan
Ant
wer
pes
gne
,
CFO
(
)
Che
ck M
edic
al S
ices
bH,
Colo
dire
Doc
Gm
ctor
erv
gne
Colo
antw
es &
rtne
erp
pa
r ag
gne
,
(me
mbe
r of
the
oard
)
Ma
nt B
nag
eme
logn
Her
n Ko
rte,
Co
man
e
ber
of t
he M
rd,
Mem
ent
Boa
Man
r M
&A
ana
gem
age
Colo
(m
emb
f th
isor
rd)
antw
es &
rtne
e Su
Boa
erp
pa
r ag
gne
er o
perv
y
,
es.k
sult
bH,
Colo
(
dire
)
ing
antw
orte
Gm
ctor
erp
con
gne
isor
rd
Sup
Boa
erv
y
Chr
ierk
lin,
istia
PD
Dr.
Dr.
n D
Ber
atto
s,
rney
Cha
f th
rd u
ntil
irm
e Su
isor
Boa
07-
31-2
002
an o
perv
y
Colo
antw
es &
rtne
erp
pa
r ag
gne
,
(c
hair
of
the
rd u
ntil
2)
Sup
isor
Boa
06-
28-
200
man
erv
y
hae
l Th
Feld
kirc
hen
ltan
Mic
iess
t
, co
nsu
,
Cha
irm
f th
isor
rd f
e Su
Boa
08
-28
-20
02
an o
perv
rom
y
ber
of t
he A
dvis
rd u
ntil
Mem
Boa
03-
15-2
002
ory
him
tzko
Colo
Dr. J
Pie
ttor
oac
gne
, a
ney
,
cha
irm
f th
isor
rd
Dep
uty
e Su
Boa
an o
perv
y
frie
d Le
Colo
sult
Win
ime
iste
tax
ant
r,
gne
con
,
ber
of t
he S
rd
rvis
Mem
Boa
upe
ory
Oth
er b
odie
s:
Adv
isor
rd u
Boa
to 0
3-1
5-2
002
y
p
aldo
Sch
mit
Dr.
Ron
z
Volk
l
eite
er K
hae
l Th
Mic
iess
Oth
ers
oha
Dr. J
s Ke
rste
nne
n
(m
f th
rd)
Colo
emb
isor
antw
s &
tne
e Su
Boa
erpe
par
r ag
gne
er o
perv
y
,
Tanj
d of
Cla
ssic
al C
icat
ion
unit
a A
ntw
Hea
erp
es,
om
mun
Colo
(m
emb
f th
rd)
antw
s &
tne
e M
ent
Boa
erpe
par
r ag
gne
er o
ana
gem
,
Stef
Kell
logn
Co
an
ner,
e,
d of
Dig
ital
icat
ion
unit
Hea
Com
mun
ber
of t
he M
rd o
f an
ent
Boa
twe
& p
artn
Mem
ana
gem
rpes
er a
g,
Colo
from
06
-28
-20
02
gne
,

Weil im Schönbuch

Director, Albert Geisselmann Medizinbedarf GmbH,

Director, medicalpicture GmbH, Cologne

4. Management emoluments The Management Board of antwerpes ag received the following emoluments in 2002:

f M
ber
Nam
B m
e o
em
d
Fixe
olu
nts
em
me
Bon
us
ived
rece
of
ber
d
Num
nte
gra
ck o
sto
tion
p
s
er 1
2-3
1-20
02
as p
k N
icol
Dr.
Fran
as A
ntw
CEO
erp
es,
165
139
,
54,
603
Jan
Ant
CFO
wer
pes
,
119,
125
37,
528
Her
n Lo
uis
Kort
Man
r M
&A
man
e,
age
51,
239
14,
000
l
Tot
a
335
503
,
92,
131
14,
000

5. Supervisory Board emoluments The Supervisory Board of antwerpes ag received the following emoluments in 2002:

f th
mb
e SB
Nam
e o
me
er
d e
lum
Fixe
ent
mo
s
Chr
ierk
cha
il 07
PD
Dr.
Dr.
istia
n D
SB
irm
-31-
200
2
unt
s,
an
833
5,
hae
l Th
cha
an f
Mic
iess
irm
SB
08
-28
-20
02
rom
,
4,
167
him
Pie
tzko
dep
cha
irm
Dr. J
SB
uty
oac
an
,
5,
000
frie
d Le
Win
ime
iste
r
5,
000
l
Tot
a
20,
000

Consulting agreements have been signed with PD Dr. Dr. Dierks and Dr. Pietzko for legal consulting activities. In the 2002 business year transactions with PD Dr. Dr. Dierks totalled EUR 10,000 and with Dr. Pietzko EUR 5,000.

81

6. Per-share performance Pursuant to IAS 33 the calculation of per-share performance is based on the share capital of antwerpes ag, as calculated by the average number of shares in the business year – a total of 5,902,812 individual shares. Calculated according to this method, the undiluted per-share performance equalled EUR 0.12.

7. Shareholdings Shareholdings in antwerpes as per 12-31-2002

nd
dom
icile
Nam
e a
Sha
ital
re i
n ca
p
12
-31-
200
2
per
in p
nt
erce
Cur
ren
cy
Sha
reh
olde
rs'
ity
12-3
1-20
02
equ
fit/
loss
Pro
for
200
2
Che
ck M
edic
al S
bH,
Colo
ervi
Doc
Gm
ces
gne
100 TEU
R
514 *
0
Colo
antw
es &
rtne
erp
pa
r ag
gne
,
100 TEU
R
298 *
0
Che
ck M
edic
al S
ices
Ltd
don
Doc
Lon
erv
.,
100 GBP 2 **
0
hare
antw
nia
SRL
Buc
st
erp
es r
oma
,
100 TRO
L
210
978
,
**
0
Alb
lma
ediz
inbe
darf
bH,
Gei
ert
nn M
Gm
sse
l im
Sch
önb
uch
Wei
51 TEU
R
323 26
s.ko
sult
bH,
Colo
ing
Gm
antw
rte
erpe
con
gne
51 R
TEU
100 –8
med
ical
mb
Colo
ictu
re G
H,
p
gne
51 TEU
R
36 –40
med
izin
stud
.de
bH,
ent
Gm
Esse
n
30 TEU
R
31 0
Alb
lma
ediz
inbe
darf
bH,
ert
Gei
nn M
Gm
sse
Eile
nbu
rg
33 TEU
R
75 15

* After transfer of profits to antwerpes ag ** Company is being wound up

8. Stock options According to the AGM resolution of 16 May 2001, the company grants certain staff members subscription rights for buying a share in antwerpes ag by conclusion of a stock option agreement. According to the employee's status, the company offers certain employees agreements pertaining to the granting of stock options (stock option agreement). As per 31 December 2002, 104,000 (previous year: 88,000) stock options were issued. The portfolio change results both from a change in staff size as per 31 December 2002, and from the additional issue of 20,000 stock options in 2002.

Exercising a subscription right is subject to whether the following goals have been achieved:

  • The antwerpes ag share has outperformed the Nemax All Share Index.
  • The current share price must be higher than the benchmark price, in the context of which the benchmark is
  • the issuing price established according to the bookbuilding method for the antwerpes ag share on stock market fl otation, if subscription rights are granted up to fi ve days prior to stock market fl otation
  • the average Xetra closing price on the twenty trading days prior to the fi rst day of the subscription period, if one or two subscription rights are granted in one subscription period.

The company's share price went down markedly following the issue of stock options. For this reason, no fair value assessment was effected in the annual accounts, as an intrinsic value plus a current value (= fair value) of EUR 0 was to be assumed in this respect.

Composition of stock options as per 31 December 2002

tfol
io o
f st
ock
tion
Por
r 12
-31-
200
2:
op
s as
pe
104
000
,
of w
hich
for
the
nt
ma
nag
eme
57,
750
of w
hich
for
loye
em
p
es
46,
250
of w
hich
wi
th a
iting
riod
til i
nitia
l ex
erci
n 05
-31-
200
4
wa
pe
un
se o
8,
000
of w
hich
wi
th a
iting
riod
til i
nitia
l ex
erci
n 05
-31-
200
5
wa
pe
un
se o
6,
000
of w
hich
th a
riod
til i
l ex
wi
iting
nitia
erci
n 05
-31-
200
6
wa
pe
un
se o
3,
000
of w
hich
th a
riod
til i
l ex
wi
iting
nitia
erci
n 05
-31-
200
7
wa
pe
un
se o
3,
000

9. Notices according to §20 german Stock Corporation Act (AktG) or §21 Securities Trading Act (WpHG) There were no notices according to §20 (1) or (4) AktG or §21 (1) or (1) (a) WpHG in the business year.

10. Conversion of foreign currencies The balance sheet items of antwerpes & partner ag, Basle branch, Switzerland, were converted according to the closing rate, the expenditure and earning items according to the average rate. Currency differences of EUR 439 were recorded with an effect on net income as per 31 December 2002.

11. Statement on compliance with the Corporate Government Codex The Management Board and Supervisory Board of antwerpes ag made a statement on compliance with the Corporate Government Codex according to §161 Stock Corporation Act (AktG) on 23 December 2002, and made it available to shareholders on the website of antwerpes ag in the "investors" section.

7.4.10 Other fi nancial obligation

The following other financial obligations existed as per 31 December 2002

TEU
R
Ren
t
4,
805
sing
Lea
49
l
Tot
a
4,
854
of w
hich
du
ithi
e w
n o
ne y
ear
603
of w
hich
du
e af
han
nd
less
tha
n fi
ter
re t
mo
on
e a
ve y
ears
2,
359
of w
hich
du
e af
han
fiv
ter
re t
mo
e ye
ars
1,
892

The rent contract for the branch in Basle, Switzerland, which can be terminated by giving three months' notice to the end of the month, has incurred fi nancial obligations worth EUR 23,000 for the following year.

7.4.11 Summary of main accounting, valuation and consolidation principles according to IAS

1. General remarks Pursuant to §292a German Commercial Code (HGB), the group accounts of antwerpes ag for the year ended 31 December 2002 were produced with discharging effect according to the International Accounting Standards Committee (IAS). The provisions of the German Commercial Code (HGB) and the German Stock Corporation Act (AktG) differ in some key aspects from those of the IAS. The main differences, which could be relevant for an assessment of the company's assets, fi nancial position and results, are listed below.

Annual financial statements Appendix on the fiscal year 85

2. Self-developed software Pursuant to IAS 38, the costs of manufacturing self-developed software may, subject to certain conditions, be listed as an asset and written down over the normal useful life of the software in question. According to HGB, self-developed software that falls under fi xed assets may not be listed as an asset. In 2002, after proportionate write-downs worth EUR 30,000 (previous year: EUR 6,000), the company listed self-developed software worth EUR 182,000 (previous year: EUR 182,000) as an asset in the group accounts pursuant to IAS with an effect on results. Due to declining licence proceeds unscheduled write-downs to the amount of EUR 45,000 were effected on self-developed software. Other development costs are included in other operating expenditure and in personnel expenditure and thus reduced profi ts in the business year.

3. Equalisation of capital supply In the context of the business combination antwerpes & partner ag and antwerpes ag, a capital supply equalisation item was added to the balance sheet with a group capital-reducing effect, in accordance with IAS 22.12.

4. Part-profi t realisation Under commercial law, part-profi t realisation for production contracts is generally only permissible within very strict limits. Hence, only the Completed Contract method is basically possible. In contrast, IAS 11 in conjunction with IAS 18 allows for the realisation of turnover and corresponding profi ts according to the so-called Percentage of Completion method (POC), if the requirements for identifying the degree of completion, the assessment of total contract costs and total contract proceeds and their recoverability are met. The degree of completion was determined by analogy to the performance status. In the period under review part-profi t realisation resulted in the following changes:

Changes due to application of POC:

TEU
R
ries
Inve
nto
–18
Trad
able
ceiv
e re
s
+87
ns f
and
isio
ing
Prov
utst
cost
or o
s
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Adv
ceiv
ed
ent
anc
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aym
s re
–9
han
he
lt
C
e t
o t
g
res
u
+5
4

5. Current asset securities For fi nancial assets that are available for sale IAS 39 provides a one-off option for recording valuation gains and losses. According to this, proceeds can be attributed to equity either with or without an effect on results. As per 31 December 2002 gains resulting from the valuation of current-asset securities worth EUR 16,000 were recorded with an effect on results.

6. Own shares According to the German Commercial Code (HGB) own shares must be listed under fi xed or current assets. The liabilities side must feature provisions for own shares. According to SIC 16 own shares must be listed in the balance sheet at acquisition costs and deducted from equity.

Cologne, 11 March 2003

The Management Board of antwerpes ag

Dr. Frank Nicolas Antwerpes Member of the Management Board

Jan Antwerpes Member of the Management Board

Hermann Louis Korte Member of the Management Board 87

7.5 Auditor's certifi cate

for the annual group accounts as per 31 December 2002 (group balance sheet total: EUR 36,394,870; group profi t for the year: EUR 711,834) and the group report for the 2002 business year of antwerpes ag, Cologne:

"We have audited the group accounts produced by antwerpes ag, consisting of the balance sheet, profi t and loss account, the annex including the statement of changes to shareholders' equity and funds statement, as well as the group report for the business year from 1 January to 31 December 2002. The production of the group accounts and group report are the responsibility of the company's Management Board. Our task is to assess, on the basis of our audit, whether the group accounts meet the requirements of the International Accounting Standards (IAS) or not.

We performed our audit of the group accounts according to the German auditing regulations and in compliance with generally accepted German accounting principles laid down by the Institute of Auditors (IDW). In accordance with these principles, audits shall be planned and implemented in such a manner that it is possible to judge with adequate certainty whether the group accounts are free of major inaccuracies or not. For the specifi cation of audit procedures due account is taken of information on the group's business activities, the legal and economic environment and of anticipated possible errors. In the context of the audit, the effectiveness of the internal account monitoring system and evidence of the data supplied in the group accounts and group report are mainly judged on the basis of samples. The audit also comprises the assessment of annual accounts of the companies included in the group accounts, the scope of consolidation, the applied accounting principles and the main assessments of the legal representatives as well as the appraisal of the overall presentation of the group accounts and the group report. We believe that this is a suffi ciently sound basis for our appraisal.

Our audit has given no rise to any objections.

We are convinced that the group accounts of antwerpes ag, Cologne, prepared in compliance with the IAS, convey a true and fair picture of the group's assets, fi nancial position and results and the cash fl ows that occurred in the business year. Together with the other information provided in the group accounts, the group report conveys an accurate impression of the group's situation and accurately refl ects the risks of its future development.

In addition, we confi rm that the group accounts and group report for the business year from 1 January to 31 December 2002 meet the requirements for discharging the company from preparing group accounts also under German law. We audited the compliance of group accounting procedures with the 7th EU Directive, which is necessary for discharging the group from this obligation under commercial law, according to the DRSC DRS 1 accounting standard.

7.6 Statement of Compliance with § 161 Stock Corporation Act

antwerpes ag has always attached great importance to the principles of a value-orientated and transparent corporate management and monitoring. For us, the German Corporate Governance Codex sets a positive signal for the capital market. Based on the recommendations of the Corporate Governance Codex, the Management Board of antwerpes ag has already taken measures this year that will eventually lead to the full implementation of the decisive provisions of the Codex. The Management Board and Supervisory Board of antwerpes ag hereby declare that the practices recommended in the German Corporate Governance Codex in the version of 26 February 2002 have largely been complied with in the decisive provisions. More details are set out below. The Management Board and Supervisory Board regularly examine whether further recommendations and suggestions of the Codex will be applicable to antwerpes ag in future.

Management Board and Supervisory Board of antwerpes ag, Cologne, 23 December 2002

Notes on deviations from the provisions of the Corporate Governance Codex based on the contents of 26 February 2002

2 Shareholders and Annual General Meeting

2.2 Annual General Meeting

2.2.2 When new shares are issued, shareholders shall always have a subscription right proportionate to their share in the capital.

Note from antwerpes ag:

antwerpes ag always guarantees its shareholders a subscription right proportionate to their share when new shares are issued. According to an AGM resolution of 16 May 2001, however, this subscription right may be restricted or precluded in the case of a conditional or authorised capital increase.

Cologne, 12 March 2003

HERFORT VAN KERKOM HOWER STREIT Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft

M. Wickert Auditor

W. van Kerkom Auditor

(1) to equalise peak amounts,

  • (2) to issue shares as employee shares to staff members of the company,
  • (3) to gain contributions in kind, in particular in the form of participations in companies or parts of companies,
  • (4) to open up new capital markets, in particular outside Germany,
  • (5) if the company's shares are listed on the stock market and the issue price of the shares is not considerably below the stock market price and the increase in share capital amounts to no more than EUR 590,431.

The preclusion of subscription rights serves to ensure the future development of the company. Hence this measure is also in the immediate interests of the shareholders, as it enables a stronger use of the capital market and enables the company to obtain further corporate participations in the course of its expansion in exchange for own shares and therefore to conserve its own liquidity.

The conditional capital serves to grant subscription rights (stock options) to members of the Management Board and staff members of the antwerpes group.

It lies in the immediate interests of the company to issue stock options because this boosts staff loyalty to the company and group, and motivates staff members to improve their performance.

3 Collaboration of Management Board and Supervisory Board

3.8 (...) If the company takes out a Directors & Offi cers insurance for the Management Board and Supervisory Board, an appropriate excess shall be specifi ed.

Note from antwerpes ag:

The company has taken out a Directors & Offi cers insurance without specifying an excess. In the opinion of the Management Board and Supervisory Board, Directors & Offi cers insurances only cover part of the liability risks of the executive bodies of corporations anyway.

4 Management Board

4.2 Composition and emoluments

4.2.3 (...) Stock options or comparable schemes (e.g. phantom stocks) shall serve as variable pay elements with a long-term incentive effect. They shall be tied to benchmarks specifi ed in advance such as the development of share indexes or the achievement of certain stock price goals. A belated modifi cation of these goals shall be ruled out. The benefi ts under a stock option scheme must be appropriate. The specifi c provisions of a stock option scheme or comparable bonus system shall be announced in a suitable manner. Note from antwerpes ag:

At antwerpes ag stock options are only issued to Management Board members who are not simultaneously major shareholders (> 500,000 shares). The Management Board and Supervisory Board believe that stock options would not be an additional incentive for major shareholders. Option schemes are announced in the business report.

5 Supervisory Board

5.3 Appointment of committees

5.3.1 Depending on specifi c circumstances and the number of its members, the Supervisory Board shall appoint qualifi ed committees. They shall serve to make the Supervisory Board's work more effective and to deal with complex issues. The individual committee chairmen shall report regularly to the Supervisory Board about the work of the committees.

Note from antwerpes ag on 5.3 and all other provisions that refer to the appointment of committees:

Due to the size of the Supervisory Board of antwerpes ag (three members) appointing committees would not make sense.

5.4 Composition and emoluments

5.4.5 (...) The members of the Supervisory Board shall receive both fi xed and performance-orientated pay components. Performance-orientated emoluments should also contain elements relating to the company's long-term success.

Note from antwerpes ag:

So far, the emoluments for Supervisory Board members of antwerpes ag has included no performance-ori- entated component.

93 The Financial calendar

7.7 Supervisory Board report

In accordance with the tasks allocated to us by law and the Articles of Association, the Supervisory Board has constantly monitored the Management Board's administration of the company and was informed of the business situation by the Management Board in four meetings and regular written and verbal reports.

The focal issues of the Supervisory Board meetings in the 2002 business year were:

  • Presentation of reports by the Management Board on the quarterly accounts, on the situation of the company, on business development and on activities in the fi eld of mergers & acquisitions
  • Preparation of the AGM on 16 May 2002
  • Implementation of the Corporate Governance Codex in antwerpes ag

Despite a diffi cult market environment and declining turnover, the Management Board of antwerpes ag was able to ensure a stable business development in the 2002 business year, thanks to its strategy of focussing on the health care and business-to-business sectors and diversifying and internationalising the services and product portfolio. Due to targeted cost management, the decline in turnover brought no operating losses and was accompanied by a positive cash fl ow. The Supervisory Board will assist the Management Board in achieving its growth and expansion goals for the 2003 business year.

The reports of Herfort, van Kerkom, Hower, Streit Wirtschaftsprüfungsgesellschaft, Steuerberatungsgesellschaft, on their audit of the annual and group accounts and the business report were submitted to all members of the Supervisory Board. In the Supervisory Board's balance sheet meeting of 12 March 2003, the reports were discussed in detail in the presence of the auditor. The Supervisory Board had no objections, concurred with the fi ndings of the auditor and approved the annual accounts and business report prepared by the Management Board on 18 March 2003; hence these accounts have been adopted. The group accounts and group report prepared by the Management Board were also approved. The Supervisory Board agreed to the Management Board's suggestion to distribute a dividend of EUR 0.10 per share to the shareholders.

The Supervisory Board wishes to thank the Management Board and all staff members for their commitment and excellent performance and wishes them all the best for the challenges facing them in the 2003 business year.

Cologne, March 2003

Michael Thiess Chairman of the Supervisory Board

8 The Financial calendar

Dates for 2003

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10 The Contact

home: www.antwerpes.ch

ant
wer
pes
ag
ant
& p
artn
wer
pes
er a
g
elsa
raße
r St
66
Vog
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olog
508
23 C
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0)
+49
221
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053
-0
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sto
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Jan
Ant
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pes
(
0)
fon
+49
221
.92
053
-111
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es.d
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antw
erp
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(
0)
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221
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hom
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0)
+49
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0)
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Com
por
mu
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umm
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fon
(
0)
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Che
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