Preliminary version of the annual report of the antwerpes ag, Cologne Business Year 2003

Annual Financial Statement

6.1 Annual Report

6.2 Consolidated Balance Sheet according to IFRS/IAS

6.3 Statement of Income

6.4 Notes to Group Financial Statement

6.5 Audit Opinion

6.6 Declaration of Conformity according to Section 161 German Stock Corporation Law

(Aktiengesetz)

6.7 Report from the Supervisory Board

6.1 Annual Report for ag 2003

Summarised annual report and group management report for antwerpes ag, Cologne for the 2003 financial 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")
Albert Geisselmann Medizinbedarf Gesellschaft mit beschränkter Haftung ("Geisselmann")
antwerpes.korte consulting GmbH ("antwerpes.korte")
medicalpicture GmbH ("medicalpicture")
medizinstudent GmbH ("medizinstudent")
antwerpes romania SRL ("antwerpes romania") is in the process of dissolution.

antwerpes ag performs the tasks of a management holding and has its registered office in Cologne, Germany. The service and consulting business is operated by the subsidiaries. Therefore, the notes in the Appendix are combined with those of the Group. If references do not expressly refer to the ag, all information given here relates to the Group. The annual financial statement has been prepared in accordance with Section 292a German Commercial Code (HGB) with discharging effect according to the International Financial Reporting Standards (IFRS) of the International Accounting Standards Board (IASB), London, as well as the interpretations of the International Financial Reporting Interpretation Committee (IFRIC) of the IASB, London.

The financial year of the ag and the Group was from 1 January 2003 to 31 December 2003.

6.1.1 Development and situation of the Group

Market and competitive environment

While in the 1st half the global economy's slide into a spiral of deflation and recession was discussed as a realistic scenario, the situation in the 2nd half was slightly brighter. The driving force behind this was the strong growth of the US economy in the 3rd and 4th quarters.

In Germany the economic weak phase continued throughout 2003. The export industry was able to profit slightly from the global economic recovery in the 2nd half, but domestic consumption flagged even further. It would appear that a long-term improvement of the economic situation in Germany will only be possible with radical reforms in the job market, social, tax and education systems.

Analogous to the overall economic developments, the various sub-markets in which antwerpes operates were also restrained to declining.

The German advertising market grew by around 2.4 per cent in the first nine months of 2003 (source: Nielsen Media Research). After more than two years of declining sales the advertising market can now at last look forward to substantial growth again. The positive trend has so far been based on special developments in some individual economic areas. The main growth drivers have been the big spenders in the German advertising market – especially food discounters. It is expected that the advertising market will experience around 2 per cent growth for 2003.

For the B2B communication agency business – antwerpes ag's competitive market – companies can be "cautiously optimistic" for 2004 according to the industry magazine "werben & verkaufen". This outlook for the coming year underpins a study carried out by the London Business School, according to which marketing decision makers plan to spend 4.4 per cent more on advertising in 2004.

The demand for online services dropped by around 8 per cent in 2003 (source: ibusiness). However, by the end of the year the number of IT and Internet projects had risen. For instance, at the start of

December the industry information service www.ibusiness.de reported that requests for quotes for IT and Internet projects in November had climbed to their highest level since March 2001. Consequently, it would appear that companies are again gradually releasing their budgets for online projects and that the declining demand for online services has at last bottomed out.

In the healthcare market, antwerpes' core market, spending on public pharmaceutical advertising fell by around 5 per cent. According to our own surveys the marketing budgets for ethical pharmaceuticals would have fallen by a similar amount.

antwerpes was able to consolidate its competitive position in the stagnating to declining market environment in 2003. In the Communication Business Unit antwerpes & partner has developed into one of the larger market participants over the last four years, despite declining sales as a communication agency with B2B focus. In fact, for the first time it now leads the field, holding first place in the ranking of the top 25 B2B communication agencies (ranking of the Communication Association, Bonn, 2003). At the same time, antwerpes & partner was able to position itself among the 30 most creative German advertising agencies, taking 27th place.

The DocCheck, Commerce and Logistics Business Unit was able to markedly increase sales in stagnating markets and thus improve its market share.

By interlinking the activities of the individual business units, antwerpes has also been able to position itself on the market with an unmistakable profile. As far as we can tell, there does not appear to be any competitor with a similar service and product portfolio anywhere on the horizon.

Services and products

Agency business – with the Classical and Digital Communication Business Units – is bundled in antwerpes & partner ag. The focus is on medium-sized to large companies in the healthcare and Business-to-Business sectors. Classical Communication provides communication concepts for the healthcare industry in the areas of print, direct marketing and events. The Digital Communication unit develops and implements Internet, intranet and extranet applications.

DocCheck Medical Services GmbH operates the access service for almost 1,000 pharmaceutical web sites and has more than 250,000 users from the healthcare area. At DocCheck, products and services are developed on the basis of the access services which generate transactions between users and the healthcare industry, such as clinical studies, market research and direct marketing.

Albert Geisselmann Medizinbedarf GmbH is the e-commerce and logistics service provider in the antwerpes Group. Geisselmann sells medical supplies and small medical technology applications via the e-commerce platform "DocCheck Shop", mainly to the more than 250,000 registered DocCheck users. Own brands have also been sold through the shop under the "DocCheck" label since 2003. In the course of its integration into the antwerpes Group, Geisselmann will operate as DocCheck Commerce and Logistic GmbH from spring 2004. Geisselmann will also take over logistical tasks within the project business of the antwerpes Group.

medizinstudent.de GmbH operates the largest German portal for medical students and serves as a bridgehead for future DocCheck users and, consequently, future customers of the healthcare industry.

antwerpes.korte consulting advises customers in the areas of 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 more than 30,000 objects from the fields of medicine, pharmaceuticals and science. In addition to syndicating image media, medicalpicture provides media management solutions and services to the industry.

This service portfolio puts antwerpes in a position where it can develop strategies for its customers, translate these strategies into traditional and digital marketing concepts and take over any associated logistical tasks. In addition, via Doc Check, customers from the healthcare industry can also be provided with the appropriate target group channel with a wealth of tools for market processing and have suitable image material delivered via medicalpicture.

Developments in sales, costs and results

Sales at Group level remained virtually constant at EUR 13.2 million (previous year: EUR 13.3 million). However, in 2003 the sales structure changed dramatically. Sales in the Communication area fell from EUR 9.1 million to EUR 8.5 million. The drop in sales mainly affected the Digital Communications area. The loss of a large customer at the Berlin location and several budget reductions could not be cushioned by new business, which was, on the whole, weak.

In the DocCheck, Commerce and Logistic Business Unit, on the other hand, sales rose by 15 per cent from EUR 4.0 million in 2002 to EUR 4.6 million. However, the share of external services in the sales figures is significantly higher in this segment. Consequently, gross income in the antwerpes Group fell by 14 per cent in 2003, from EUR 9.2 million to EUR 7.9 million.

Over the whole year, EUR 0.2 million was earned at an EBIT level before restructuring expenses. After restructuring expenses a negative result of EUR 0.3 million was reported (previous year: +EUR 0.4 million). On the basis of the financial result of EUR 0.8 million (previous year: EUR 1.0 million) the antwerpes Group posted a result of EUR 0.5 million for ordinary activities (EUR 1.4 million) and earnings per share of 4 cents (12 cents).

Seen over the whole year, sales and earnings developed irregularly:

In the 1st quarter the company earned a moderately positive EBIT of EUR 0.1 million on sales of EUR 3.6 million.

In the 2nd quarter sales of EUR 3.3 million were generated while a negative EBIT of EUR 0.2 million before restructuring expenses was posted. This was caused by weak demand in the Digital Communications area. As the order situation for the following quarters gave no sign of medium-term improvement, the Board of Management initiated extensive restructuring measures at the end of Q2. Besides savings in administration and other operating expenses, the Board of Management was forced to lay off staff in order to adapt the workforce to the existing order situation. The layoffs affected around ten per cent of the workforce in the antwerpes Group and were mainly felt in the Communication Business Unit at the Cologne and Berlin locations. In the 2nd quarter, provisions of EUR 0.3 million were formed for restructuring measures, which were mainly made up of salary continuation and severance pay. The cumulated loss on an EBIT level in Q2 was thus EUR 0.5 million.

In the 3rd quarter an EBIT of EUR 0.2 million was achieved on sales of EUR 3.0 million. Due to the restructuring measures, operating expenses (personnel, depreciations and other operating expenses) were 25 per cent or EUR 0.5 million lower than in the previous quarter.

In the 4th quarter sales were EUR 3.3 million due to a moderate improvement in the order situation, while the EBIT before extraordinary effects was EUR 0.2 million and thus at the previous quarter's level. In addition, in Q4 extraordinary writedowns of EUR 0.2 million were performed on unused fixed assets and provisions for impending losses from tenancy liabilities at the Berlin location. Consequently, after restructuring costs a balanced result was achieved in the 4th quarter.

Cash flow, liquid funds, investments held as fixed assets and investments held as current assets

Although the company generated a negative cash flow from day-to-day operations in the 1st quarter it achieved a minor positive cash flow from current operations in the following quarters. As a result of the restructuring costs, the EUR 0.6 million dividend payout in May 2003, the worsening earnings situation and the lower capital market interest rate, the portfolio of fixed asset and current asset investments could not be expanded in 2003. At year-end it amounted to EUR 30.6 million compared to EUR 30.9 million at the end of 2002.

Against the background of continuing low interest rates, in May 2003 the Board of Management of antwerpes ag decided to change the investment policy for liquid funds. Around EUR 20 million were invested in three mortgage bonds, two loans against borrower's notes and a corporate bond with short to medium-term maturities in order to increase the average yield. These securities were put into the fixed assets and will be valued at the net book value.

Development at the individual locations

The antwerpes Group is represented at the Cologne, Berlin, Basel and Weil im Schönbuch locations: At the Cologne location, antwerpes ag (only the holding), antwerpes & partner ag, DocCheck Medical Services GmbH, antwerpes.korte consulting GmbH and medicalpicture GmbH together generated sales of EUR 10.9 million with 64 employees. At the Berlin location, antwerpes & partner ag generated sales of EUR 1.1 million with a staff of 13. The antwerpes & partner ag branch in Basel achieved sales of EUR 0.5 million with 3 employees. Albert Geisselmann Medizinbedarf GmbH in Weil im Schönbuch posted sales of EUR 4.2 million and employs 14 people (all sales figures are unconsolidated).

New participations

In 2003 a change was made to the antwerpes participation portfolio. antwerpes ag increased its share in medizinstudent GmbH from 30 per cent to 100 per cent. Consequently, medizinstudent.de GmbH has been a fully owned subsidiary of antwerpes ag since 15 October 2003. The price was paid in cash.

Personnel

After antwerpes posted its first losses in the company's more than 10-year history in the 2nd quarter, the workforce was considerably reduced through layoffs and natural fluctuation. At year-end, 71 employees worked for antwerpes compared to 117 at the end of 2002. On a yearly average, 93 employees worked in the antwerpes Group.

Research and development

The company's research & development activities are concentrated at the Cologne location. Within the scope of further developing the DocCheck business model a continuous stream of new services for users and companies is being developed on the basis of the DocCheck portal. The product development department of antwerpes & partner was dissolved in June 2003 within the framework of the restructuring measures.

6.1.2 Development and situation of the ag

antwerpes ag performs the tasks of a management holding and has its registered office in Cologne, Germany. The accounts are prepared according to the German Commercial Code (HGB). The shares have been listed on the Neuer Markt of the Frankfurt Stock Exchange since 17 April 2000. On 15 January 2003 antwerpes ag was granted approval for inclusion in the Prime Standard. At year-end, antwerpes ag had 9 employees. antwerpes ag offers to take over administrative corporate functions for its subsidiaries; these functions include:

Management Accounting Controlling Facility Management Human Resources Organisational Development Corporate Communications Front-Office Services

Depending on the level of participation and the particular location, these corporate functions are requested by the subsidiaries with varying intensity. antwerpes ag earned EUR 2.5 million from these activities.

In addition to earnings from operative activities, antwerpes ag had interest income from investing liquid funds totalling EUR 0.7 million and earnings of EUR 0.1 million from profit transfer agreements and expenses of EUR 0.2 million. The result from normal activities is EUR 0.7 million, and net income for the year is EUR 0.4 million or seven cents per share.

The further development of antwerpes ag's business is linked to the economic development of the antwerpes Group.

6.1.3 Risks

The future business development of antwerpes is subject to risks. These risks can endanger the growth, earnings and financial situation and future business development of antwerpes. Within the framework of its risk management system the Management regularly examines and evaluates possible risks and decides on measures to fend off or at least limit any risks. The antwerpes management has identified the following significant risks:

a. Dependency on individual persons in the holding and in the subsidiaries

The success of the antwerpes Group is dependent on several key people. If it were not possible to keep these key people in the company or if several of them should be unavailable for a longer period, this could endanger the success of the business. In view of the fact that four of five Board of Management contracts at antwerpes ag and the largest subsidiary, antwerpes & partner ag, run out in 2004, this risk is more significant than in previous years. The antwerpes ag and antwerpes & partner ag Supervisory Boards want to finalise negotiations for the new Board of Management contracts during the first quarter of 2004.

b. Adapting the sales strategy

The changing market conditions in antwerpes' core markets and diversification into new markets require that antwerpes continuously adapt its sales strategy. By adjusting organisational responsibilities, increasing sales pressure and through the planned leveraging of sales synergies between the individual business units in the difficult market environment in 2003 we were able to compensate for a significant share of lost sales with existing customers through new customers and by selling new products and services. The decline in agency business was halted in the 2nd half and we were able to keep Group sales at the previous year's level. In addition to continuing these activities, the Board of Management has determined that sales activities in 2004 will focus on developing and marketing innovations faster than before.

c. Dependence on large customers

The dependence on large customers is an immanent business risk for antwerpes ag, as concentration on lucrative large customers is part of the business strategy. The risk of losing a large customer became reality in 2003 at the Berlin location due to the company insourcing services that we previously provided. This had dire consequences for the location. The Board of Management believes

that the share of sales from several large customers in the Communication Business Unit is still too high. However, due to the increased share of sales from the DocCheck, Commerce and Logistic Business Unit, where dependence on large customers is less pronounced, at a Group level there are now no customers with a share in sales exceeding 15 per cent.

d. Market risks: Failure of economic upswing to materialise/health system modernisation law

The antwerpes Group operates in various markets and sub-markets with differing growth dynamics. The digital media market has been in decline since 2001 while, at the same time, the demand structure has changed. If an economic upswing should fail to materialise in 2004, we can expect to see declining budgets and surplus capacities which will result in high competitive pressure. Hence, there is a risk that sales could decline still further.

The Classical Communication, DocCheck, Commerce and Logistic units generated their sales revenues almost exclusively in the healthcare market. This market has a share of more than ten per cent of GDP, but at the same time it is subject to a vast array of regulative interventions by the legislator. At the end of 2003 the health system modernisation law was passed, which will have many economic implications for the market participants. The pharmaceutical industry is especially affected by the new regulations relating to the supply and reimbursement of pharmaceutical products. For instance, IMS-Health expects serious declines in sales revenues for the pharmaceutical industry in 2004. The consequences of this development on marketing budgets in the pharmaceutical industry cannot yet be estimated and certainly represent a risk for economic development in these units.

6.1.4. Important events after the accounting reference date

None

6.1.5 Outlook

Although 2003 was a financially difficult year for antwerpes, it was in no way a lost year: on the basis of our functioning early warning system we initiated restructuring measures in good time in the middle of the year and operated profitably in the 2nd half. The DocCheck, Commerce & Logistic Business Unit was able to increase sales by almost 15 per cent and virtually balance out the lost sales caused by the cancellation of several online budgets in the Communication area. We thus feel that the success of our corporate strategy has been confirmed, that is to develop new business segments in the healthcare market and link these to our existing business segments. The crisis in the middle of the year has also further sharpened our consciousness for costs and sales – good qualifications for 2004, for which we have big plans: growth, profitability, internationalisation and acquisition are on the agenda for this year. We recognise some risks in the continuing weak economic trend; we see risks but also opportunities in the changes that have been made to the legal underlying conditions in our core market.

Therefore we are heading into the new financial year with optimism and are confident that we will breathe more life into the antwerpes share price in 2004 with our plans.

Board of Management, January 2004

6.2 Consolidated Balance Sheet according to IAS Consolidated balance sheet according to IFRS

Assets		01.01.2003 - 31.12.2003 €	01.01.2002 - 31.12.2002 €
Short-term assets
	Liquid funds	10,384,822	20,841,420
	Marketable securities	0	9,979,500
	Trade receivables	1,320,918	2,092,910
	Accounts receivable from affiliated companies	41,081	42,132
	Inventories	200,682	224,130
	Pre-paid expenses	9,976	67,680
Short-term assets, total		11,921,479	33,247,772
	Tangible assets	1,386,192	1,731,140
	Intangible assets	126,636	278,035
	Investments held as fixed assets	20,296,945	0
	Associated companies	53,551	178,391
	Goodwill	610,997	608,508
	Other assets	890,253	351,024
	Deferred taxes	21,459	0
Total assets		35,307,512	36,394,870
Liabilities		01.01.2003 - 31.12.2003 €	01.01.2002 - 31.12.2002 €
Short-term liabilities
	Short-term loans and short-term shares in long-term loans	13,484	17,204
	Accounts payable	307,497	368,815
	Advances from customers	226,273	430,398
	Other provisions	716,097	729,231
	Provisions for taxation	36,098	280,009
	Pre-paid income and other short-term liabilities	828,527	1,009,283
	Due to affiliated companies	15,841	29,148
Short-term liabilities, total		2,143,791	2,864,088
	Deferred taxes	18,000	66,200
	Minority shareholdings	275,256	238,925
	Special items for contributions to investments in fixed assets	0	23,673
Capital stock
	Subscribed capital	5,904,312	5,904,312
	Capital reserve	28,179,620	28,179,620
	Net income/net loss for the year	1,963,353	2,298,642
	Revenue reserve	76,455	72,686
	Capital balancing items	-3,245,570	-3,245,570
	Own shares	-7,706	-7,706
	Total capital stock (without minority shareholdings)	32,870,464	33,201,984
Total liabilities		35,307,512	36,394,870

Antwerpes Group

50823 Cologne

Schedule of movement in fixed assets as at 31 December 2003

		Costs of production/acquisition					Depreciation		Balance sheet
	Value 1.1.2003	Additions	Disposals	Value 31.12.2003	Value 1.1.2003	Additions	Disposals / Write ups	Value 31.12.2003	31.12.2003	31.12.2002
I. Intangible assets	EUR	EUR	EUR	EUR	EUR	EUR	EUR	EUR	EUR	EUR
1. Concessions, industrial property rights and similar rights and values, as well as licences thereto
	678,401	38,058	0	716,459	400,367	189,456	0	589,823	126,636	278,035
2. Goodwill	952,224	153,718	0	1,105,942	343,716	151,229	0	494,945	610,997	608,508
II. Tangible assets	1,630,625	191,776	0	1,822,401	744,082	340,685	0	1,084,768	737,633	886,543
Other fixtures and fittings, tools and equipment	3,523,319	192,524	59,061	3,656,782	1,792,179	531,354	52,943	2,270,589	1,386,192	1,731,140
III. Financial assets
1. Shares in affiliated companies, unconsolidated 2. Investments 3. Investments held as fixed assets	4,205 193,874	0 0	0 168,319	4,205 25,555	0 19,688	1,404 103,195	0 148,078	1,404 -25,194	2,802 50,750	4,205 174,186
	0	20,369,250	0	20,369,250	0	72,305	0	72,305	20,296,945	0
	198,079	20,369,250	168,319	20,339,010	19,688	176,904	148,078	48,514	20,350,496	178,391
	========= 5,342,023	=========== 20,753,550	========= 227,380	=========== 25,878,193	========= 2,555,949	========= 1,048,943	============= 201,021	========= 3,403,872	========= 22,474,321	========= 2,796,074

6.3 Statement of Income

Consolidated statement of income according to IFRS		01.01.2003 – 31.12.2003	01.01.2002 – 31.12.2002

1. Revenue		13,215,615	13,277,619
2. Other operating income		226,522	196.081
	3. Changes in inventories of finished goods and work in progress	-70,424	-34.718
4. Costs of purchased materials
	a) Cost of raw materials and supplies and purchased goods	3,755,879	2,501,466
	b) Cost of purchased services	1,454,906	1,510,117
		5,210,785	4,011,583
5. Personnel expenses
	a) Wages and salaries	4,474,953	4,858,029
	b) Social security contributions	822,147	908,693
		5,297,099	5,766,722

6. Depreciation and amortisation		876,705	990,206
7. Other operating expenses		2,270,045	2,331,463

8. Income from participations		3,730	22,515
9. Profit/loss from operations (EBIT)		-279,190	361,523
Memorandum item:	EBITDA	597,515	1,351,729

	10. Income from other securities and long-term financial investments	770,447	0
11. Interest payments and similar income		427,153	1,110,042
12. Depreciation on financial assets and marketable securities		72,305	0
13. Interest payments and similar expenses		322,624	65,268
14. Profit/loss before taxes (and minority interests)		523,481	1,406,297

15. Taxes from income and earnings		225,989	682,931
16. Other taxes		2,399	0
17. Profit/loss before minority interests		295,093	723,366

18. Minority interests		36,331	11,532
19. Consolidated net income for the year		258,762	711,834
20. Profit carried forward		2,298,642	1,586,808

	21. Transfer to reserves provided for by the articles of association	3,770	0
22. Distribution of profits		590,281	0

23. Net income for the year		1,963,353	2,298,642

Earnings per share according to IAS 33 (undiluted)	0.04	0.12
Earnings per share according to IAS 33 (diluted)	0.04	0.12
Average number of shares in circulation (undiluted)	5,902,812	5,902,812
Average number of shares in circulation (diluted)	5,922,812	5,902,812

6.4 Notes to Group Financial Statement

of antwerpes ag, as at 31 December 2003

6.4.1 Structure and business activity of the company

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"), antwerpes romania SRL ("antwerpes SRL" or "romania"), medicalpicture GmbH ("medicalpicture"), medizinstudent.de GmbH ("medizinstudent") and Albert Geisselmann Medizinbedarf Gesellschaft mit beschränkter Haftung ("Geisselmann GmbH" or "Geisselmann"). See Section 6.4.4 "Principles of consolidation" for the detailed structure of the group.
antwerpes ag performs the tasks of a management holding and has its registered office in Cologne, Germany. The subsidiaries operate the service and consulting business.
Agency business, through the Classical und Digital Communication Business Units, is bundled in antwerpes & partner ag. Classical Communication provides communication concepts for the healthcare industry in the areas of print, direct marketing and events. The Digital Communication unit develops and implements Internet, intranet and extranet applications.
DocCheck GmbH offers services and products on the Internet that are especially focused on the healthcare market. It operates a healthcare portal which had 250,000 registered users at the end of 2003.
antwerpes.korte consulting GmbH is a strategic consulting company in the field of pharmaceuticals / healthcare. It develops e-business concepts and corporate strategies for its customers and assists in their implementation.
antwerpes SRL mainly provided programming services for the German subsidiaries and is currently in the process of dissolution.
medicalpicture GmbH operates a web-based image database with more than 30,000 objects from the fields of medicine, health, wellness, pharmaceuticals and science.
medizinstudent.de GmbH operates an Internet portal for students, in particular medical students and provides associated services.
Geisselmann is antwerpes' e-commerce solution for medical practice requirements in Germany.

6.4.2 Accounting principles

The annual financial statement has been prepared in accordance with Section 292a of the German Commercial Code (HGB) with discharging effect on the basis of the principles of the International Accounting Standards Board ("IASB"), London that were valid on the accounting reference date as well as the interpretations of the International Financial Reporting Interpretations Committee ("IFRIC") of the IASB, London.

The reporting currency is euro ("EUR").

The consolidated financial statement according to IFRS (IAS) is based on the audited individual financial statements of antwerpes ag (parent company), antwerpes & partner ag, DocCheck GmbH, antwerpes.korte consulting GmbH, medicalpicture GmbH, medizinstudent.de GmbH and Geisselmann GmbH.

The financial year for the consolidated and individual financial statements of antwerpes ag is from 1 January to 31 December.

6.4.3. Companies included in the consolidation

The consolidated financial statement covers affiliated companies over which the Group umbrella company exercises control. Exercise of control is assumed as soon as the parent company has 50 per cent of voting rights in the subsidiary or determines the financial and business policies of a subsidiary or can provide the majority of the supervisory or administrative board of a subsidiary. An IASconsolidated financial statement was prepared for the first time for 31 December 1999.

Besides antwerpes ag as the parent company, the consolidated financial statement includes the following companies:

The companies and their participations

Company	Participation quota (%)
antwerpes & partner Aktiengesellschaft, Cologne	100
DocCheck Medical Services, Cologne	100
medizinstudent.de GmbH, Cologne	100
antwerpes.korte consulting GmbH, Cologne	51
medicalpicture GmbH, Cologne	51
Albert Geisselmann Medizinbedarf GmbH, Weil im Schönbuch	51

The indirect 30-per cent participation in Albert Geisselmann GmbH, Eilenburg was consolidated with the equity method according to IAS 28, subparagraph 8.
Pursuant to the materiality clause of the IASC, antwerpes romania SRL was not consolidated. The company is currently in the process of being dissolved. DocCheck Medical Services Ltd., London was dissolved as at 4 November 2003.

6.4.4 Principles of consolidation

Pursuant to IAS 22, subparagraphs 18-20, the date of the initial capital consolidation was assigned to the respective date of acquisition.

The shares in DocCheck GmbH were acquired on 15 November 1999, the shares in antwerpes & partner ag on 30 December 1999, the majority shareholding in Geisselmann GmbH was acquired on 17 November 2000, the majority shareholding in antwerpes.korte consulting GmbH was acquired with effect from 1 January 2001, the majority shareholding in medicalpicture GmbH with effect from 1 April 2002 and the majority shareholding in medizinstudent.de GmbH with effect from 15 October 2003. The purchase price for the 100 per cent participation in medizinstudent.de GmbH was EUR 216,000 and was acquired in two tranches with fund resources (1st tranche: 30 per cent participation for EUR 168,000, 2nd tranche: 70 per cent participation for EUR 48,000). The annual financial statement of

medizinstudent.de GmbH as at 31 December 2003 shows a net loss for the year of EUR 16,000 with sales revenues of EUR 25,000. After offsetting the loss carried forward from the 2002 financial year of EUR 44,000 there remains a balance sheet loss of EUR 61,000 as at 31 December 2003, which is to be carried forward to a new account. The balance sheet total as at 31 December 2003 was EUR 23,000. Pursuant to IAS 1.32, no further information according to IAS 7.40 and IAS 27.32 is given.

The shares in the fully consolidated subsidiaries were offset with the capital of the companies at the date of the first consolidation according to the participation-proportional book value method. Accordingly, the following goodwill was determined:

Company	Goodwill of initial consolidation (€1,000)	Book value of goodwill as at 31.12.03 (€1,000)	Effective life (years)
DocCheck Medical Services GmbH	29	17	10
antwerpes.korte consulting GmbH	74	60	15
medicalpicture GmbH	92	82	15
medizinstudent.de GmbH	182	50	10
Albert Geisselmann Medizinbedarf GmbH	756	402	15
Total	1,133	611

The goodwill was amortised over the estimated effective economic life. It is assumed that the goodwill of DocCheck Medical Services GmbH and medizinstudent.de GmbH will be used up within ten years and the goodwill of Geisselmann GmbH, antwerpes.korte consulting GmbH and medicalpicture GmbH will be used up within 15 years.

Within the scope of the annual impairment test a special write-off of EUR 91,000 was performed on the goodwill of medizinstudent.de GmbH in Q3 2003 pursuant to IAS 36.

The annual financial statements of the companies included in the consolidated financial statement are all based on uniform accounting and evaluation principles.

All significant Group-internal transactions and balances were consolidated within the framework of the consolidation in line with IAS 27. Receivables and payables between consolidated companies were consolidated. Internal sales and other Group-internal revenues were offset with the corresponding expenses.

6.4.5 Notes to the consolidated balance sheet

The schedule of movement in fixed assets, which is shown in a separate appendix to the consolidated balance sheet, is an integral component of the notes.

The intangible assets include bought-in software as well as goodwill. Intangible assets that were acquired against payment are capitalised at cost of acquisition and depreciated regularly on a straight line basis over the probable useful life of three years.

Within the scope of the annual impairment test a special write-off of EUR 85,000 was performed on internally developed software in the 3rd quarter of 2003 pursuant to IAS 36. The internally developed software is thus fully depreciated as at 31 December 2003.

The goodwill is a result of the consolidation of DocCheck GmbH, antwerpes.korte consulting GmbH, medicalpicture GmbH, medizinstudent.de GmbH and Geisselmann GmbH. Until 31 December 2003 this has been amortised over its economic useful life of ten to 15 years. In future, pursuant to ED 3/ED-IAS 36, goodwill will not be amortised regularly, instead an annual impairment test will be carried out.
In accordance with IAS 16, tangible fixed assets are evaluated at their cost of acquisition or production, less scheduled depreciation. Depreciation is performed on a straight line basis by analogue application of the taxation simplification rules of Section R 44 (2) of the German Income Tax Regulations (EStR) in combination with IAS 16.

Minor-value assets are fully depreciated in their year of acquisition pursuant to Section 6 (2) of the German Income Tax Law (EStG) in combination with IAS 16. Furniture and fixtures are depreciated over periods ranging from three to 25 years. The book value of the tangible fixed assets is examined at the end of each financial year. If the saleable amount of an asset is below the book value, a special writeoff is performed. The development of assets according to balance sheet items as at the accounting reference date of 31 December 2003 can be seen in the enclosed fixed asset movement schedule.

Within the framework of the annual impairment test pursuant to IAS 36 in combination with IAS 16 the effective life of assets must be examined regularly and adjusted where required. In the course of restructuring measures in the Berlin offices of antwerpes & partner ag, the Board of Management decided to apply the special termination right for the rented premises as at 31 January 2005. Because of this measure the effective lives of the lessee's capitalised office fitout, which is included in the assets of antwerpes & partner ag, Berlin, will be adjusted from the original 300 or 120 months to 49 months and additional special write-offs will be performed due to pro-rata empty spaces. Because of this, there were additional fixed asset depreciations of EUR 139,749.19 in the financial year. The table below shows the original book value development of the office fitout and the book value development after the reduction of the effective lives and the special write-offs:

Book value development according to benchmark method pursuant to IAS 16.28 as at 31.12.2003:

	Acquisition costs €	Cumulated depreciation €	Book value €
Office fitout:	203,918.98	25,206.98	178,712.00

Book value development after reduction of the effective lives and the special write-offs as at 31.12.2003:

	Acquisition costs	Cumulated
	€	depreciation €	Book value €
Office fitout:	203,918.98	164,956.17	38,962.81

According to the regulations for handling finance leasing and pursuant to IAS 17.12 and IAS 17.19, office fitouts costing originally EUR 162,000 were capitalised and depreciated on a straight line basis over the probable effective life of ten years.

The associated companies include the participation in Albert Geisselmann GmbH, Eilenburg, consolidated at equity, as well as the participation in antwerpes romania SRL, which is valued at cost of acquisition pursuant to IAS 39. In the case of the participation in Albert Geisselmann GmbH, Eilenburg, which was consolidated at equity, the book value was increased by the difference to the final pro rata annual financial statement, which amounted to EUR 4,000. The 2003 financial statement for Albert Geisselmann GmbH, Eilenburg was not yet available at the accounting reference date.
Investments held as fixed assets comprise three mortgage bonds, two loans against borrower's notes and a corporate bond. Pursuant to IAS 39 the securities are classified as "financial investments to be held until bullet maturity" and are valued at net book value. Pursuant to IAS 39.73 in combination with IAS 1.32, premiums of EUR 369,000 are treated as income on a straight line basis for the term of the respective security. There are no financial risks according to IAS 32.42 because the securities are repaid in full upon bullet maturity.
Pursuant to IAS 2, inventories include reported and valued finished goods and work in progress totalling EUR 83,000 (previous year EUR 164,000). These were valued at cost of production. If the cost of production exceeded the value to be stated on the accounting reference date, write-offs were performed. Costs of production are determined progressively. When determining costs of production, individual material costs, individual costs of production and appropriate parts of the necessary production overhead costs were factored in. Interest paid on borrowed funds was not taken into account.

Incomplete services whose total order costs and expected revenues could be estimated with certainty were valued according to the Percentage of Completion method (POC), IAS 11 on the basis of the degree of completion that was determined. Accordingly, these were reported under receivables or customer advances and sales revenue with deferred pro rata additional or lower costs. For details, see Section 6.4.12.4 "Part of profit realisation".

All accounts receivable have a residual period of less than one year. Accounts receivable and other assets are reported at nominal value or lower assumed value.
Other assets mainly include interest deferrals and tax claims. Other assets include assets with a term of between one and five years, amounting to EUR 87,000 (previous year EUR 10,000).
The maturity and sale of marketable securities and their reinvestment in investments held as fixed assets led to a reduction in the balance sheet item "Marketable securities" in the 2nd quarter of 2003 and to an increase in the item "Investments held as fixed assets". The sale of marketable securities resulted in profits of EUR 30,000.
Liquid funds include bank credits and cash provisions that are reported at nominal value.
Pre-paid expenses include expenses for the following financial year paid before the accounting reference date.
Deferred taxes result from expenses for provisions made for impending losses from rental relationships, which may not be formed according to tax laws.
Subscribed capital as at 31 December 2003 was EUR 5,904,312 and is split into 5,904,312 individual share certificates at EUR 1 each. These are bearer shares. The following table illustrates the development of equity during the year:

	Balance as at 31.12.2002	Dividend distribution	Net income for the year as at 31.12.2003	Balance as at 31.12.2003
Subscribed capital	5,904,312			5,904,312
Capital reserve	28,179,620			28,179,620
Legal reserve	39,253			39,253
Reserve provided for by the articles of association	985		3,770	4,755
Other revenue reserve	32,448			32,448
Net income for the year	2,298,642	-590,281	254,992	1,963,353
Capital balancing costs	-3,245,570			-3,245,570
Own shares	-7,706			-7,706
Total	33,201,984	-590,281	258,762	32,870,464

Equity review according to IAS 1, subparagraph 86-89 (€)

In accordance with the resolution of the Annual General Meeting on 16 May 2001, in the period until 15 March 2006 the Board of Management is empowered to increase the equity capital of the company to EUR 2,952,156 with the agreement of the Supervisory Board through a one-time or multiple issue of bearer shares for cash and/or contributions in kind (subscribed capital) and to decide the conditions of the share issue with the agreement of the Supervisory Board. Furthermore, the Board of Management is empowered, with the agreement of the Supervisory Board, to determine the exclusion of the statutory subscription rights of the shareholders. The statutory subscription rights of the shareholders can be excluded.

In accordance with the resolution of the Annual General Meeting on 16 May 2001 the equity capital will be contingently increased by up to EUR 590,431 by issuing up to 590.431 new shares with entitlement to a share in the profits from the start of the financial year in which the issue takes place.

The contingent capital increase will be used solely to grant subscription rights to members of the Board of Management and employees of antwerpes ag as well as managers and employees of companies affiliated with antwerpes ag. Assuming the rights are granted to the members of the Board of Management, the Board of Management and the Supervisory Board are empowered to grant subscription rights to rightful claimants. The contingent capital increase shall only be carried out to the extent that the bearers of subscription rights exercise these rights (see Section 6.4.9.8 "Stock options" for details of the granting of subscription rights).

Equity in the balance sheet was adjusted in the Capital balancing items by EUR 3,246,000 pursuant to IAS 22.12 in combination with IAS 8 (cf. Section 6.4.12).
Reserves for own shares refers to own shares that antwerpes ag purchased in June 2002 pursuant to the authorisation of the Annual General Meeting on 16 May 2001. Originally the own shares were meant to finance a further participation.

The portfolio of own shares as at 31 December 2003 comprised 1,500 individual share certificates and makes up EUR 1,500 of the equity capital. The share price as at 31 December 2003 was EUR 8,460 (cf. Section 6.4.12).

Shares of other shareholders were adjusted by EUR -22,000 pursuant to IAS 8.31.
Reserves were formed for uncertain liabilities from previous business transactions and events, for which the date and amount of the asset outflow are uncertain at the accounting reference date. They are reported at the fulfilment amount with the highest probability of occurrence.

Tax provisions as at 31 December 2003 were EUR 36,000 (previous year EUR 280,000) and mainly concern trade tax.

The following table illustrates the composition of other provisions. All provisions have a residual term, of less than one year. Due to the restructuring measures in the Berlin premises of antwerpes & partner ag the special items for allowances from investments were fully allocated into other provisions.

	Status	Used	Dissolved	Added	Status
	01.01.2003				31.12.2003
	€	€	€	€	€
Personnel
a) Fees	165,544.00	-162,951.44	-2,592.56	132,500.52	132,500.52
b) Holiday provisions	129,200.00	-129,200.00	0.00	139,400.00	139,400.00
c) Travelling expenses	1,800.00	-1,560.00	-240.00	0.00	0.00
d) Social insurance against	20,462.00	-20,100.00	0.00	27,252.00	27,614.00
occupational accidents
e) Social charges for	11,100.00	-9,620.00	-1,480.00	4,300.00	4,300.00
handicapped persons
Administration and
operations
f) Bonuses	155,518.56	-119,151.50	0.00	42,290.66	78,657.72
g) Artists' social security fund	500.00	0.00	0.00	2,000.00	2,500.00
h) Financial statement and	164,000.00	-129,340.04	-22,827.30	157,500.00	169,332.66
audit expenses
i) Supervisory Board	9,166.67	-9,166.67	0.00	5,000.00	5,000.00
compensation
j) Follow-up costs	37,110.00	-36,883.30	-226.70	29,347.59	29,347.59
k) Process costs	19,000.00	-8,000.00	0.00	19,400.00	30,400.00
l) Impending losses form rental relationships	0.00	0.00	0.00	53,782.22	53,782.22
m) Other	15,830.00	-15,830.00	0.00	43,262.38	43,262.38
Total	729,231.23	-641,802.95	-27,366.56	656,035.37	716,097.09

Changes in provisions for antwerpes ag up to 31.12.2003

Liabilities are reported at the repayment amount. All liabilities have a residual period of less than one year. At the accounting reference date there was no collaterisation of liabilities through liens or other rights.

According to the regulations for handling finance leasing and pursuant to IAS 17.12, in the financial year leasing liabilities of EUR 121,000 (previous year EUR 136,000) were reported as liabilities.

	€K
Thereof, due within one year	16
Thereof, due in between one and five years	75
Thereof, due in more than five years	30
Total	121

Leasing payments affecting the company result in the financial year amounted to EUR 15,000 (previous year EUR 14,000). The leasing liabilities relate to the office fitouts explained in Section 6.4.5.3.

Other liabilities are made up as follows:

	2003 €K	2002 €K
Accounts receivable with credit balances	22	0
Income and church taxes	79	200
Turnover tax	93	170
Social insurance	80	115
Wages and salaries	32	51
Travelling expenses for salaried staff	3	2
Other liabilities	532	474
Total	819	1,012

Deferred taxes on the liabilities side result from temporary differences in evaluations in the individual financial statements according to HGB that are relevant to taxation and the evaluations according to IFRS (IAS) in the consolidated financial statement (cf. explanations at 6.4.12).

6.4.6 Notes to the consolidated statement of income

The consolidated statement of income was prepared according to the total cost method.

Order projects are valued according to the Percentage-of-Completion method pursuant to IAS 11 in combination with IAS 18. If the result of an order cannot be reliably estimated, the amount is only posted as the incurred order costs, which can probably be collected. The order costs are recorded as an expense in the period in which they are incurred. There were no obvious impending losses from production orders as at the accounting reference date. Profits are realised to the extent that the prerequisites for determining the degree of completion, the estimated total order costs and the total order revenues and their collection are fulfilled. In the period under review, EUR 61,000 (previous year EUR 82,000) sales realisations were performed.

The sales revenues can be broken down as follows:

	€m
Revenues from providing services	9.9
Revenues from the sale of goods	3.2
Usage fees	0.1
Total	13.2

Amortisation of intangible fixed assets and depreciation of tangible assets include goodwill amortisation of EUR 151,000 (previous year EUR 296,000).
Other operating income mainly comes from rental revenue, writing back provisions and reimbursement of incidental rental expenses.
Other operating expenses mainly arise from advertising, travel, financial statement and audit expenses as well as rental expenses.
Deferred taxes are calculated on the basis of a mixed tax rate of 39.9 per cent, which is made up of 25 per cent corporation income tax, a solidarity surcharge of 5.5 per cent on the corporation income tax and trade tax of 18.37 per cent which is deductible from the corporation income tax.

Composition and development of deferred taxes:

	Deferred taxes	Deferred taxes	Deferred taxes	Deferred taxes
	reported	reported	reported	reported
	as assets	as assets	as	as
	2003	2002	liabilities	liabilities
	€K	€K	2003	2002
			€K	€K
Intangible assets			0	40
Inventories			-2	-7
Trade receivables			24	35
Other securities			0	6
Reserves	21	0	-4	-6
Advances from customers			0	-2
Total	21	0	18	66

6.4.7 Particulars about the Group cash flow statement

The Group cash flow statement shows how the cash changed throughout the reporting year through inflowing and outflowing funds.

In compliance with IAS 7, differentiations are made between cash flows from operations, investments and financing activities. The cash flows from normal operations are reported according to the indirect method.

Financial resources as at 31 December 2003 include external funds of EUR 375,000. This is outstanding remuneration for physicians which antwerpes ag cannot otherwise dispose of.

By purchasing the medizinstudent.de GmbH subsidiary, cash totalling EUR 20,000 was acquired.

Cash flow statement (€)	01.01.2003 – 31.12.2003	01.01.2002 – 31.12.2002
Income for the period under review before extraordinary earnings
	258,762	711,834
Thereof interest received	1,197,600	1,110,042
Thereof interest paid	322,624	65,268
+ Amortisation and depreciation	876,705	990,206
- Additions from financial investments	-3,730	-21,464
+ Loss from disposal of fixed assets	154	3,311
+ / - Increase / decrease in provisions	-257,045	21,820
- / + Increase / decrease in accounts receivable	773,043	617,507
- / + Increase / decrease in other assets	-539,229	-51,062
- / + Increase / decrease in inventories	23,449	55,805
- / + Increase / decrease in prepaid expenses	57,704	-40,778
+ / - Increase / decrease prepaid income	9,179	0
+ / - Decrease / increase in deferred taxes reported as assets	-21,459	0
- / + Decrease / increase in deferred taxes reported as liabilities	-48,200	-11,300
+ / - Increase / decrease in trade accounts payable and other liabilities	-432,379	336,926
Cash flow from current operations	696,953	2,612,805
- Payments for investments in tangible assets and intangible assets	-206,099	-399,835
- Payments for investments in shares of affiliated companies	-48,332	-131,109
- Payments from purchasing investments held as fixed assets	-20,296,945	0
+ / - Increase / decrease in special items from investment allowances	-23,673	23.673
Cash flow from investment activity	-20,575,049	-507,270
- Payments from purchasing own shares	0	-7,706
+ Inpayments from raising loans	-3,720	17,142
- Payments from dividends	-590,281	0
Cash flow from financial activity	-594,002	9,436
Payment-related change in cash and cash equivalents	-20,472,098	2,114,971
+ Cash and cash equivalents	30,820,920	28,705,949
Financial resources at end of period	10,348,822	30,820,920
Composition of financial resources
- Financial means	10,348,822	20,841,420
- Securities	0	9,979,500

The total of liquid funds and investment securities as at 31 December 2003 was EUR 30.6 million.

6.4.8 Segmental reporting

	Communication €	DocCheck, Commerce & Logistic €	Holding / other €	Total €
Net sales in the segments	8,452,299	4,600,312	163,004	13,215,615
Group-internal sales	18,063	998,097	2,489,384	3,505,545
EBIT	-116,467	-49,833	-112,891	-279,190
Result before income taxes	-4,839	-50,863	579,183	523,481
Total assets	4,348,725	2,129,771	28,829,016	35,307,512
Employees	42	19	9	70

Segmental reporting for the 2003 consolidated financial statement

Total assets include fixed assets, current assets and und prepaid expenses.

The Communication segment includes antwerpes & partner ag, Cologne with its offices in Berlin and Basel, Switzerland. DocCheck GmbH, Geisselmann GmbH, medicalpicture GmbH and medizinstudent.de GmbH make up the DocCheck, Commerce & Logistic segment. The Holding / other segment includes the entire administrative and service unit of antwerpes ag and antwerpes.korte consulting GmbH. Because of the present homogeneous spatial scope of activity we have chosen not to make a geographical segmentation. Deliveries and performances in the Group alliance were valued at purchase price plus a markup; head office charges were valued at purchase price plus interest.

6.4.9 Supplementary information

1. Financial instruments

The inventory of primary financial instruments (accounts receivable, liabilities, liquid funds) can be seen in the balance sheet. There are no significant differences between book and market values. In principle there could be credit risks and risks of default in this area. On the accounting reference date there were no significant risks for the Group's primary financial instruments. The company is mainly open to possible risk of default through trade receivables. The company performs regular creditworthiness examinations of its customers and because of the customer structure has had very few loan losses to complain of in the past. The Group companies have not concluded any contracts for interest rate derivatives. At the accounting reference date there was no significant interest rate risk.

As at 31 December 2003 the Group companies had no significant receivables or liabilities in foreign currencies, thus there was no exchange rate risk on the accounting reference date. On the accounting reference date there were no financial instruments used for trading or speculation purposes.

2. Number of employees

There were 70 employees as at 31 December 2003. On a yearly average the company employed 92 people (without trainees or Board of Management members).

3. Relationships to affiliated persons

In addition to the companies include in the consolidated financial statement, pursuant to IAS 24 the following companies and persons are affiliated with the company:

Shareholder structure as at 31 December 2003:	As a percentage	Number of shares
Dr Frank Antwerpes, CEO*	46.90	2,769,297
Jan Antwerpes, CFO*	15.92	939,730
Dr Johannes Kersten, Supervisory Board antwerpes & partner ag	7.32	432,031
Free float	29.86	1,763,254
Hermann Korte, Member of Board of Management	1.29	76,038
Roland Ortloff, Chief Executive, Geisselmann GmbH	0.75	44,312
Michael Thiess, Chair of Supervisory Board	0.00	100
Dr Joachim Pietzko, Member of Supervisory Board	0.01	866
Winfried Leimeister, Member of Supervisory Board	0.00	0
antwerpes ag	0.03	1,500

* The shares of first degree relatives were distributed equally between Messrs. Antwerpes. Dr Frank Antwerpes' wife's shares are added to his own.

The executive bodies of antwerpes ag had the following interests in Group enterprises or other companies:

Executive bodies of antwerpes ag	Membership in other control committees
Board of Management Dr Frank Nicolas Antwerpes, Cologne CEO	antwerpes & partner ag, Cologne (Chair of the Supervisory Board) DocCheck Medical Services GmbH, Cologne (Chief Executive)
Jan Antwerpes, Cologne CFO	antwerpes & partner ag, Cologne (Member of the Board of Management)
Hermann Korte, Cologne Member of the Board of Management Manager M & A	antwerpes & partner ag, Cologne (Member of the Supervisory Board) antwerpes.korte consulting GmbH, Cologne (Chief Executive) medizinstudent.de GmbH, Cologne (Chief Executive)
Supervisory Board Michael Thiess, Feldkirchen, Management Consultant Chair of the Supervisory Board
Dr Joachim Pietzko, Cologne, lawyer Deputy Chair of the Supervisory Board
Winfried Leimeister, Cologne, accountant Member of the Supervisory Board
Other Dr Johannes Kersten, Duisburg	antwerpes & partner ag, Cologne (Member of the Supervisory Board)
Tanja Antwerpes, Unit Manager Classic Communication	antwerpes & partner ag, Cologne (Member of the Board of Management)
Stefan Kellner, Cologne, Unit Manager Digital Communication	antwerpes & partner ag, Cologne (Member of the Board of Management)
Roland Ortloff, Weil im Schönbuch	Chief Executive, Albert Geisselmann Medizinbedarf GmbH, Weil im Schönbuch
Helmut Rieger, Weil im Schönbuch	Chief Executive since 01.07.2003, Albert Geisselmann Medizinbedarf GmbH, Weil im Schönbuch
Thomas Schmidt, Cologne	Chief Executive, medicalpicture GmbH, Cologne
Christoph Giepen, Essen	Chief Executive until 31.12.2003, medizinstudent.de GmbH, Cologne
Alexander Marcin, Essen	Chief Executive until 31.12.2003, medizinstudent.de GmbH, Cologne
Peter Schymanietz, Essen	Chief Executive until 01.07.2003, medizinstudent.de GmbH, Cologne

4. Board of Management Compensation

The Board of Management of antwerpes ag was paid the following compensation in 2003:

Name of Board of Management member		Fixed salary (€)	Profit-sharing bonuses (€)	Number of share options granted as at 31.12.2003
Dr Frank Nicolas Antwerpes, CEO		150,473	37,200
Jan Antwerpes, CFO		113,707	24,800
Hermann Louis Korte, Manager M & A		51,240		14,000
	Total:	315,420	62,000	14,000

5. Supervisory Board Compensation

The Supervisory Board of antwerpes ag was paid the following compensation in 2003:

Name of Supervisory Board member		Fixed salary (€)
Michael Thiess, Chair of Supervisory Board		10,000
Dr Joachim Pietzko, Deputy Chair of Supervisory Board		5,000
Winfried Leimeister		5,000
	Total:	20,000

Contracts have been concluded with Mr Thiess and Dr Pietzko for general consulting and legal consulting services. In the 2003 financial year the scope of transactions with Mr Thiess was EUR 2,000 (previous year EUR 0) and with Dr Pietzko EUR 10,000 (previous year EUR 5,000).

6. Earnings per share

The calculation of the undiluted earnings per share pursuant to IAS 33 is based on the equity capital of antwerpes ag determined from the average number of shares in the financial year, less own shares – this was 5,902,812 individual shares. The undiluted earnings per share that is determined in this manner is EUR 0.04. Taking account of the share options of the third tranche (cf. Section 6.4.9.8), this produces diluted earnings per share of EUR 0.04.

7. Share ownership

Share ownership in antwerpes ag as at 31.12.2003

	Share of capital	Currency	Equity	Income for the
Name and registered office	as at 31.12.2003		31.12.2003	year 2003
DocCheck Medical Services GmbH, Cologne	100%	EUR 1,000	514	0*
antwerpes & partner ag, Cologne	100%	EUR 1,000	298	0*
antwerpes romania SRL, Bucharest	100%	ROL 1,000	210,978	0**
Albert Geisselmann Medizinbedarf GmbH, Weil im Schönbuch	51%	EUR 1,000	477	154
antwerpes.korte consulting GmbH, Cologne	51%	EUR 1,000	116	21
medicalpicture GmbH, Cologne	51%	EUR 1,000	-19	-55
medizinstudent.de GmbH, Cologne	100%	EUR 1,000	15	-16
Albert Geisselmann Medizinbedarf GmbH, Eilenburg After profit transfer to antwerpes ag * Company is in the process of being dissolved	33%	EUR 1,000	102	27***

*** Income for the year from 2002, income for 2003 was not available at the accounting reference date

DocCheck Medical Services Ltd., London was dissolved as at 4 November 2003.

8. Stock options

In accordance with the resolution of the Annual General Meeting on 16 May 2001, the company granted certain employees stock options for antwerpes ag shares. Corresponding to the position of the employee, the company offers certain employees stock options via an option contract. As at 31 December 2003, 79,750 (previous year 104,000) stock options had been issued. The reduction in inventory resulted from the reduction in the number of employees as at 31 December 2003.

Exercising a subscription right depends on whether the following targets have been reached:

The share price for antwerpes ag developed better than the Nemax All Share Index (now the Technology All Share Index)
The current share price must be higher than the comparative share price; the comparative share price is
the issue price for antwerpes ag shares determined by the bookbuilding method at the IPO for subscription rights granted up to five days before the IPO
the average of the Xetra closing price on 20 trading days before the first day of the respective purchase period for subscription rights granted in purchase period 1 or 2.
The employee is in an employment relationship with a company in the antwerpes Group which has not been terminated in any way whatsoever.

The options may only be exercised during the following periods:

On the fourth and on 19 following banking days after an ordinary Annual General Meeting of antwerpes ag
On the fourth and on 19 following banking days after publication of the quarterly report of antwerpes ag about the 3rd quarter of a financial year

The IASB published a draft of an International Financial Reporting Standard (IFRS) ED 2 "Share-based Payment" on 7 November 2002. The draft standard envisages valuing stock options at fair value and posting them as personnel expenses. The final standard should apply to financial years starting after 31 December 2003 and is to be applied retrospectively to stock option plans that were granted after 7 November 2002 (the date of publication of the draft standard). For reasons of materiality, antwerpes ag has decided not to retrospectively report its stock options that have been issued in the balance sheet. A valuation of stock options issued as at 31 December 2003 on the basis of the Black-Scholes model would have led to personnel expenses of EUR 12,000 in the 2003 financial year.

Structure of Stock Options as at 31 December 2003

Amount of stock options issued as at 31.12.2002		104,000
Options granted in 2003		0
Options exercised in 2003 Options lapsed in 2003		0 24,250
Amount of stock options issued as at 31.12.2003		79,750

The first tranche (Issued: April 2000, subscription price: €21, term: 7 years)		51,250
Thereof to management		37,750
Thereof with a waiting period until first execution on	05.04.2004	5,663
Thereof with a waiting period until first execution on	05.04.2005	5,662
Thereof can be exercised on	31.12.2003	26,425
Thereof to employees		13,500
Thereof with a waiting period until first execution on	05.04.2004	2,550
Thereof with a waiting period until first execution on	05.04.2005	450
Thereof can be exercised on	31.12.2003	10,500
The second tranche (Issued: December 2000, subscription price: €17.96, term: 7 years)		8,500
Thereof to employees		8,500
Thereof with a waiting period until first execution on	27.11.2004	1,426
Thereof with a waiting period until first execution on	27.11.2005	824
Thereof can be exercised on	31.12.2003	6,250
The third tranche (Issued: May 2002, subscription price €5.16, term: 7 years)		20,000
Thereof to management		20,000
Thereof with a waiting period until first execution on	31.05.2004	8,000
Thereof with a waiting period until first execution on	31.05.2005	6,000
Thereof with a waiting period until first execution on	31.05.2006	3,000
Thereof with a waiting period until first execution on	31.05.2007	3,000
Thereof can be exercised on	31.12.2003	0

9. Notifications pursuant to Section 20 German Stock Corporation Law (AktG) or Section 21 German Securities Trading Act (WpHG)

As at 15 October 2003 a notification pursuant to Section 20, Paragraph 4 of the German Stock Corporation Law (AktG) was issued to medizinstudent.de GmbH, Cologne. There were no notifications pursuant to Section 20, Paragraph 1 or Section 21, Paragraph 1 or 1a WpHG during the financial year.

10. Foreign currency translation

At the accounting reference date, the expense and income balance sheet items of antwerpes & partner ag, Basel, Switzerland branch office were translated at the average rate. As at 31 December 2003 currency differences of EUR 1,404.67 (previous year EUR 439) were posted to the appropriate account.

11. German Corporate Governance Code statement

The Board of Management and the Supervisory Board of antwerpes ag issued a German Corporate Governance Code statement on 17 December 2003 in accordance with Section161 AktG and made this accessible to shareholders on the antwerpes ag web site under "investors".

X.4.10 Other financial liabilities

As at 31 December 2003 the company had the following other financial liabilities:

From rental From leasing	€K 2,912 32
	2,944
- thereof due within one year - thereof due in between one and five years - thereof due in more than five years	227 1,781 606

From the rental agreement for the branch in Basel, Switzerland, which can be terminated with three months' notice to the end of a month, there are financial liabilities for the following year of EUR 15,000. Contingent liabilities were only posted to the extent that they were not contained in other provisions.

6.4.11 Events after the accounting reference date

There were no significant events after the end of the financial year.

6.4.12 Summary of balance sheet, valuation and consolidation principles according to IRFS (IAS) which differ significantly from German commercial law

1. General

The consolidated financial statement of antwerpes ag as at 31 December 2003 was prepared in accordance with Section 292a German Commercial Code (HGB) pursuant to the International Financial Reporting Standards ("IFRS") as a discharging consolidated financial statement. The regulations of the HGB and the German Stock Corporation Law (AktG) differ in several significant aspects from those of the IFRS (IAS). The main differences that could be relevant for assessing the company's asset, financial and earnings situations are described in the following.

2. Self-developed software

According to IAS 38 the costs of production for self-developed software can, under certain conditions, be capitalised and depreciated over the normal effective operational life. According to HGB, selfdeveloped software which is part of the fixed assets may not be capitalised.

Within the scope of the annual impairment test, pursuant to IAS 36, a special write-off of EUR 85,000 was performed on self-developed software in the 3rd quarter of 2003. Hence, the self-developed software is fully depreciated as at 31 December 2003.

3. Capital balancing items

According to IAS 22.12, within the scope of the business combination antwerpes & partner ag and antwerpes ag a capital balancing item was allocated in the balance sheet which reduces the group capital.

4. Part of profit realisation

According to general opinion, part of profit realisation in commercial law is only permissible within very narrow limits. Accordingly, only the Completed Contract method is possible. IAS 11 in combination with IAS 18, on the other hand, allows sales and the corresponding profits to be realised according to the Percentage of Completion method (POC), provided the prerequisites for determining the level of completion, the estimate of total order costs and total order income and its collection are fulfilled. The level of completion was defined as being analogous to the status of the creation of goods or services. In the reporting period, part of profit realisation resulted in the following changes:

Changes through the application of POC:

	2003	2002
	€K	€K
Inventories	-6	-18
Trade receivables	61	87
Provisions for outstanding expenses	-9	-6
Advances from customers	0	-9
Change in result	46	54

5. Own shares

According to HGB, own shares in fixed or current assets must be shown in the books. A reserve for own shares must be allocated on the liabilities side. According to SIC-16 own shares must be posted in the balance sheet at cost of acquisition as a deduction from equity.

Cologne, 2 March 2004

The Board of Management of antwerpes ag

Dr Frank Nicolas Antwerpes CEO

Jan Antwerpes Board of Management

Hermann Louis Korte Board of Management

6.5 Audit Opinion

Copy of the audit opinion

According to the results of our audit we have issued Antwerpes AG, Cologne the following unqualified audit opinion for the consolidated financial statement as at 31 December 2003 (consolidated balance sheet total EUR 35,307,512; Group net income for the year EUR 258,762), enclosed as Appendices 1 to 4, and for the Group management report, enclosed as Appendix 5:

"We have audited the consolidated financial statement prepared by Antwerpes AG, comprising the balance sheet, income statement, notes including statement of changes in equity and cash flow statement as well as the Group management report for the financial year from 1 January to 31 December 2003. The preparation of the consolidated financial statement and Group management report in accordance with International Financial Reporting Standards (IFRS) / International Accounting Standards (IAS) are the responsibility of the company's Board of Management. Our responsibility is to express an opinion on the consolidated financial statement and management report based on our audit.

We conducted our audit of the consolidated financial statement in accordance with the generally accepted standards for the audit of financial statements promulgated by the Institut der Wirtschaftsprüfer (IDW) in Germany. Those standards require that we plan and perform the audit such that misstatements materially affecting the consolidated financial statement are detected with reasonable assurance. Knowledge of the business activities and the economic and legal environment of the Group and evaluation of possible misstatements are taken into account in the determination of audit procedures. The effectiveness of the internal control system and evidence supporting the disclosures in the consolidated financial statement and the Group management report are examined primarily on a test basis within the framework of the audit. The audit includes assessing the accounting principles used as well as evaluating the legal representatives and the overall presentation of the consolidated financial statement and the Group management report. We believe that our audit provides a reasonable basis for our opinion.

Our audit led to no objections.

In our opinion the consolidated financial statement of Antwerpes AG, Cologne, in agreement with IFRS / IAS gives a true and fair view of the net assets, financial position and earnings position of the Group and the cash flow in the financial year. On the whole the Group management report together with the other disclosures in the consolidated financial statement provides a suitable understanding of the Group's position and suitably presents the risks of future development.

We also confirm that the consolidated financial statement and the Group management report for the financial year from 1 January to 31 December 2003 fulfil the conditions for discharging the company from preparing a consolidated financial statement according to German law. We conducted the audit on the basis of the DRSC DRS 1 accounting standards to ensure that the consolidated accounting is in line with the 7th EU Directive, which is required to discharge the company from the commercial accounting obligation."

Our report on the audit of the consolidated financial statement as at 31 December 2003 (consolidated balance sheet total EUR 35,307,512, Group net income for the year EUR 258,762) and the Group management report for the 2003 financial year of Antwerpes AG is in accordance with statutory

regulations and the generally accepted principles of reporting for audits (IDW PS 450 amended version).

Cologne, 9 March 2004

HERFORD VAN KERKOM HOWER STREIT General Commercial Partnership Auditors and chartered accountants

CPA CPA

M. Wickert W. van Kerkom

6.6 Declaration of Conformity according to Section 161 German Stock Corporation Law (Aktiengesetz)

The Board of Management and Supervisory Board of antwerpes ag herby declare that the conduct recommended by the "Government Commission German Corporate Governance Code" in its current version from 21 May 2003 is complied with apart from the following exceptions. The Board of Management and Supervisory Board regularly examine whether more recommendations and suggestions from the Code can be applied to antwerpes ag in future.

Explanations of deviations to the specifications of the Corporate Governance Code based on the amended version from 21 May 2003

Item 2. Shareholders and the General Meeting

2.2 Annual General Meeting

2.2.3 Subscription rights when shares are issued

Statement by antwerpes ag

When new shares are issued, antwerpes ag ensures, in principle, that its shareholders have subscription rights corresponding to their share of the equity capital. According to the resolution taken at the Annual General Meeting on 16 May 2001 the subscription right can be restricted or excluded within the scope of a contingent or authorised capital increase.

The exclusion of the subscription right is also in the direct interest of the shareholder, as this allows the capital market to be used more intensely and puts the company in a position where, within the course of its expansion, it can acquire more company participations in return for own shares and thus preserve its liquidity.

The contingent capital serves to grant subscription rights (stock options) to members of the Board of Management and employees of the antwerpes Group.

The issue of stock options is in the direct interest of the company, because this achieves an intensified bond between the workforce and the company and the Group and also motivates employees to higher performance.

3. Cooperation between the Board of Management and the Supervisory Board

3.8 Rules of proper corporate management, Paragraph 2, Taking out a D&O insurance policy Statement by antwerpes ag

The company has taken out a D&O policy without deductible. The Board of Management and Supervisory Board believe that a deductible is not suitable for positively influencing the quality of the work of Boards of Management or Supervisory Boards.

4. Board of Management

4.2 Composition and compensation

4.2.3 Composition and publication of Board of Management compensation, Sentences 3 and 4 Statement by antwerpes ag:

antwerpes ag only grants stock options as variable compensation components with a long-term incentive to members of the Board of Management who are not also large shareholders (>500,000 shares). The Board of Management and Supervisory Board believe that stock options as a variable compensation component do not create any long-term incentive for large shareholders.

5. Supervisory Board

5.3 Formation of committees

Statement by antwerpes ag to 5.3 and all other points relating to the formation of committees:

This point serves to promote more efficient work on the Supervisory Board. The Supervisory Board of antwerpes ag only comprises three members and only constitutes a quorum in this size. Therefore, committee formation is impractical for antwerpes ag, as the aim – namely decision-making capability and thus the presence of a quorum – would not be guaranteed by such committees.

5.4 Composition and compensation

5.4.5 Compensation of members of the Supervisory Board Statement by antwerpes ag: To date the members of the Supervisory Board have not received any performance-oriented components.

The Board of Management and Supervisory Board of antwerpes ag

Cologne, 17 December 2003

Signed on behalf of the Supervisory Board Michael Thiess

Signed on behalf of Board of Management Dr Frank Antwerpes

6.7 Report from the Supervisory Board

The Supervisory Board has continuously monitored the management practices of the Board of Management in accordance with the tasks assigned to us by law and the articles of association and in the course of five meetings has been informed of the situation of the company through regular written and oral reports by the Board of Management.

The focuses of the Supervisory Board meetings in the 2002 financial year were:

Reporting by the Board of Management on the quarterly financial statements, on the situation of the company, on business development and activities in the area of Mergers & Acquisitions
Preparing the ordinary Annual General Meeting on 4 June 2003
Further implementation of the Corporate Governance Code in antwerpes ag

Business development

In spite of a very difficult economic environment the antwerpes group achieved sales of EUR 13.2 million on previous year level. But for the first time in the company's history antwerpes posted a negative operating result. The cause of this was the unsatisfactory performance in the Communication Business Unit from Q2 onwards. The Board of Management reacted immediately and initiated extensive restructuring measures and further intensified sales activities. Because of this, the earnings situation improved dramatically in the second half. The development in the DocCheck, Commerce and Logistic Unit was very positive further on and added significantly to the stabilisation of sales. The Supervisory Board supports the Board of Management in its return to operative profitability in the 2004 financial year.

Corporate Governance

The Supervisory Board and the Board of Management support the changes proposed by the Government Commission "German Corporate Governance Code" on 21 May 2003, which mainly deal with the compensation of executive bodies and the publication of this compensation. The Board of Management and the Supervisory Board issued the annual declaration of conformity pursuant to Section161 AktG on 17 December 2003.

Annual financial statement and consolidated financial statement

The reports from Herfort, van Kerkom, Hower, Streit, Auditors and Chartered Accountants, on the audit of the annual and consolidated financial statements and the management report was presented to all members of the Supervisory Board. In the balance sheet meeting of the Supervisory Board on 9 March 2004 the reports were handled in detail in the presence of the auditor. The Supervisory Board had no objections, agreed with the results of the auditor and approved the financial statement and management report prepared by the Board of Management on 9 March 2004; this is thus established. The consolidated financial statement and Group management report prepared by the Board of Management were also approved.

The Supervisory Board thanks the Board of Management and all employees for their commitment and wishes them much success in facing the challenges of the 2004 financial year.

Cologne, March 2004

Michael Thiess Chair of the Supervisory Board