DocCheck AG — Annual Report 2003

Aug 23, 2005

Bonds & Securities Library

Along with the three-part work "The Quarterlies" and the novel "The IPO" (originally published as "The Flotation"), the dramatic piece "The Final Reckoning" is one of the lesser known dramas of late capitalism.

It is in this work that the fi gure of the "Shareholder" fi rst appears. An allegory of the vain search for risk-free, high-return investments, this protagonist was to exert great infl uence on an entire generation of managing directors and board members – and indeed, continues to do so to this day.

antwerpes ag The Account 2003

antwerpes ag The Account

Report in three acts

Reklame

Key fi gures for antwerpes ag

	01-01-2003 –	01-01-2002 –	Change in
	12-31-2003	12-31-2002	percent
1. Revenue	13,215,615	13,277,619	0
a) from Communication	8,452,299	9,148,441	–8
b) from DocCheck®, Commerce&Logistic	4,600,312	4,036,280	14
2. Overall performance	13,145,191	13,242,901	–1
3. EBITDA	597,515	1,351,729	–56
4. EBIT	–279,190	361,523	< –100
5. Consolidated net income	258,762	711,834	–64
6. Net income per share	0.04	0.12	–63
7. Liquid assets/ securities*	30,645,767	30,820,920	–1
8. Number of employees as at 31 December 2003	70	111	–37

*includes fi xed-asset and current-asset securities

antwerpes ag

The Account

Report in three acts

Publicity

antwerpes ag, Köln

Content

I Drama
Prologue
The Wager .	7
Act 1
The Encounter	9
Act 2
Scene 1: At the Reception Desk .	10
Scene 2: In the Halls of the Agency .	11
Scene 3: The Cavern of the Pixel-Dwarfs .	14
Scene 4: In the Darkroom of the Photo Cell .	16
Scene 5: In the Labyrinth of the Warehouse	17
Entr'acte: On the fl oor .	19
Act 3
Scene 1: In the Mind of the Student .	21
Scene 2: The Portal	22
Scene 3: The Vision .	23
II Colour plates	25
III Critical notes
Annual Financial Statement	39
Management Report	39
Consolidated Balance Sheet	52
Profi t and Loss Statement	58
Notes to Group Financial Statement	62
Auditors' Report 106
Declaration of Conformity with the GCGC 109
Report of the Supervisory Board 112
IV Financial calendar 114
V Contact information 115

Editing: antwerpes ag Design, layout and illustration: antwerpes & partner ag Printing: Heggendruck GmbH Corporate Communications: antwerpes ag Tanja Mumme phone: +49(0)221.92053-139 email: ir@antwerpes.de

I Drama

»Pecunia non olet« Vespasian

7 Prologue

Dramatis personae

Shareholder, plagued by market turmoils Frank Antwerpes, misanthrope and know-it-all Jan Antwerpes, bespectacled economist, no stranger to vanity Hermann Korte, multilingual long-distance prompter Tanja Antwerpes, would-be Sun Queen of the Court Stefan Kellner, Mr "Food and Mouth"

In additional roles Vagabond Chorus of Client Consultants Clueless Conveyors of Hollow Words Three blue Pixel-Dwarfs Guideline Acrobats Frustrated Artists incognito Linesmiths Keepers of the Books and Figures Guardian of the 275,000 Keys A certain Mr Geisselmann Administrative Adonises Casting-couch Divas The balding Photo Cell Luscious Receptionists The Journalistic Liaison The Eternal Student of Medicine A Bicycle Courier A Nurse

As well as Corps de ballet comprising Cleaning Personnel and Business Auditors

Prologue

The Wager

A nondescript conference room. It is raining outside. In the background, the Chorus of Client Consultants and the Keepers of the Books and Figures, in dark costumes. In the forefront, several people are gathered around a table.	5
Chorus of Client Consultants (they fall to their knees) Oh Queen of Light, we humbly beseech thee, Impart to us your words of beauty,	10
Wisdom and truth. In thee we trust! Tanja Antwerpes (motioning the chorus to be silent) Your homage to me is deserved and just. For it was I who in the year just past Succeeded in increasing sales volume at last,	15
And garnered for us much fame and glory, New business and profi ts. Proclaim then the story Of me and my deeds! (Chorus applauding) Long live the queen! Hermann Korte	20
Your virtues are many, yet nevertheless It behoves to remember that every success Is the product of teamwork, of cooperation. Take, for example, a culinary situation: Success in the kitchen requires not just obedience To a recipe, but also the right ingredients.	25
(with a grand gesture to his mobile phone) Stefan Kellner Bold words, good Hermann, which I will not dispute. And yet, pray tell: What did you contribute?	30
Hermann Korte I provide the elixir, the lubricating oil, The initial encounter, the seed in the soil	35

That with proper care one day brings to fruition The valuable profi t: the goal of our mission. And profi ts were made! Yea, verily, forsooth!
Jan Antwerpes (stepping from the shadows)
I do not wish to doubt the truth	5
Of what you say, and yet of course
I must seek confi rmation from an independent source.
For accountability is our utmost duty.
(he snaps his fi ngers. Enter The Keepers of the Books
and Figures carrying reams of paper) Keepers of the Books and Figures	10
In this book, a thing of beauty,
We, the Keepers of the Books and Figures,
Having examined the accounts with the necessary rigour,
And have recorded in columns so clear	15
The fl uctuating fi gures of the previous year.
A hard year it was; candles burned at both ends.
It demanded of us that we transcend the trends
And master many trials. Undaunted, we swear:
Henceforth we aspire never more to despair.	20
Frank Antwerpes
One matter requires further elucidation:
Not just the amount deserves consideration.
Indeed, 'tis the relative growth – however meagre –
That earns praise and glory. I am therefore eager	25
To learn who among us should be allowed to boast?
Which area, which sector, fl ourished the most?
Keepers of the Books and Figures
(stepping forward to the edge of the stage,
they declare to the audience)	30
The Books and Figures we keep and maintain
Reveal the results of our toil and strain.
Was it a year of wealth aplenty,
Or of cupboards bare, and coffers empty?
	35

9

5

Act 1

The Encounter

The portal, ornately decorated with gold and turquoise, of a fi nancial offi ce. At the foot of the gate sits a shabbily dressed Vagabond. Enter The Shareholder.

Shareholder
Lo! Behold this building ornate,	10
To the construction of which I did myself donate.
Not that the giving came easy to me:
The investment stretched my liquidity.
(to the beggar, conspiratorially)
I say, good man, have not these hallowed halls	15
Seen more than their share of extravagant balls?
Vagabond
Few corks popped of late, but many doors slammed.
The winds of recession ravaged the land.
Shareholder	20
Then what of my nest egg, on which my hopes are
pinned!
Wilt thou assert my investment is
Vagabond
. gone with the wind?	25
No, that fate was averted, for like a good shepherd
Who shelters his fl ock in inclement weather
And rescues his charges, so not one lamb be lost,
The board of directors was swift to cut costs.
Shareholder	30
Oh, sweet relief! 'Twas the right thing to do!
(crouches next to the Vagabond)
From time to time, if you only knew
The fear I suffered, the trials and tribulations
Of witnessing the stock price's wild fl uctuations.	35

Vagabond

10 Do not grieve, good soul, do not sink your fi ne head. This house and its dealings are far from dead. Even in a storm, from time to time Appears a ray of sunlight sublime. (a ray of light appears, shining from behind the gate) So follow me, and soon from this light You will discover the remedy to your plight. The light of truth illuminates the mystery And reveals the tale of this building's history. (The Shareholder and the Vagabond step through the portal. The curtain falls.)

15

20

5

Act 2

Scene 1

At the Reception Desk

25 A foyer, a counter, three chairs, orange walls. Two energetic receptionists busy themselves at the counter. Next to it, two Divas lie fetchingly on a casting couch. Enter the Vagabond and the Shareholder.

Shareholder

30 35 The fi rst impression they make is good: Such fi ne examples of womanhood. Luscious receptionists (in unison) Good day to you, sir! And without further ado: Is there anything we can do for you? Vagabond Release the poor man from your seductive embrace

Carry on with your tasks, I'll show him the place! (to the Shareholder) And you be advised now to concentrate on what is important, for much is at stake. Lend me an ear, and open your mind, And many a revelation we will fi nd. Join me now and I'll give you a tour Of Antwerpes and Partner in all its grandeur! (Exit the Vagabond and the Shareholder.)

Scene 2

In the Halls of the Agency

15

5

10

Ephemeral creatures scurry fl eetingly along a curved wall. Enter the Vagabond and the Shareholder.

Shareholder	20
What path have we taken, and where will it lead?
Vagabond
To the studios of the artists, an eccentric breed
Who in the space of a single, short night
Make tangible and real what was merely a fl ight	25
Of fancy, a thought, a fl eeting idea.
Behold: You are fortunate: The artist is here.
Though her countenance is troubled, her air speaks
of strife,
And the colour green	30
Shareholder
. the symbol of life?
Vagabond
And the colour of money. But in this case: hope.
Which is just what she needs, to help her to cope.	35

It is certainly said that hope grows green And indeed, on that sign "Back to Life" can be seen. Frustrated Artist (poring over an advertisement, and clutching her head melodramatically) O lamentation, o plaintive plea, Alas! What is to become of me? The magical stardust has been dispersed. Is this my reward? To be so accurs'd?	5	Tanja Antwerpes Exclusive pursuit of naught but mammon Has led many a marketer to the brink of famine. We hold true to ideals, and toward beauty we steer, Sticking to this course brings success. Chorus of client consultants Hear, hear! Tanja Antwerpes (she suddenly raises several	5
Is this the thanks for my noble endeavour? I hear only complaints; praise I hear never. "The Customer's banner is hung too low!" "This colour's too bright!" "Rearrange that tableau!"	10	placards) Allow me to present, without further hesitation, Recent projects that furthered our good reputation. A new indication was made known to all:	10
It pains my heart that my imagery Is subjected to such ongoing savagery. Am I not an artist? Am I but a fool?	15	We brought home the Gold for Risperdal.1 In "Ice-Parlour On Tour", an image campaign To promote awareness of the STADA name,	15
Must my work be abused as a management tool? Shareholder (compassionately, with pity) Your fate evokes compassion. I sympathize with your fears.		We lent the value of our expertise And gave ice cream to children who were much pleased.2 And fi nally, last but by no means least, We were glad to advise and assist Sortis.3
And I see your monitor is stained with tears. (The Administrative Adonis, with a warning light on his head, scurries by to polish the screen of the monitor.)	20	Clueless Conveyors of Hollow Words (dragging themselves down the corridor and intoning their mantra) Strong and safe and fast and effi cient	20
Tanja Antwerpes (enters, trailed by the Chorus of Client Consultants)	25	Fast, effi cient, strong and safe Guaranteed to fulfi l its mission:	25
You speak the truth sir, of that I'm aware. If I'm not mistaken, you're a holder of shares? How nice that you pay us the honour of your company, Would you possibly care to dine with me?		Effective protection from cradle to grave Shareholder (startled) Pray then, who are these twisted thugs? Does this company promote a thing but drugs?
(pushes the Vagabond aside) Shareholder (rakishly) 'twould be my pleasure, but rather than break bread I would like to ask you a question instead.	30	Vagabond Those who tend to take the pills Don't fi nd it hard to praise the pills But the world, alas, and all the rest	30
I wonder: When shrinking markets abound Is a budget for advertising still to be found?	35	Numbers 1–12 refer to the colour tables that can be found on pages 25ff.	35

Shareholder		Vagabond
That rhyme was not one of your best		The blankets are bedding, for they never go home,
Vagabond		Nor break for a coffee, nor the hallways roam,
Agreed, but by focussing on core competencies		But relentlessly toil on their servers and systems
One avoids the pitfalls of complacency.	5	Till at last they succumb to the unpleasant symptoms	5
This keeps us strong while others are failing,		Of exhaustion, and collapse on these mats we provide.
Buried in debt, fl oundering and fl ailing.		That way they never even need go outside.
(leading the Shareholder by the arm)		(The Shareholder wrinkles his nose. Enter Stefan
Now follow me to the building's next wing,		Kellner, eating dumplings. A Linesmith follows him
And I'll show you things that will make your heart sing.	10	closely, eyeing the food covetously)	10
(both exit)		Stefan Kellner (speaking to the Linesmith)
		Go now, and get on with your daily tasks.
		Embellish the building with encrypted tags
		And ciphers, that all those who visit our site
	15	May experience true pleasure and virtual delight,	15
		And not the frustration of a closed website door,
Scene 3		Confronted with Error Four Hundred and Four.
		Linesmith (imploringly)
In the Cavern of the Pixel-Nixes		Just one small bite, I beg of you, please!
	20	Stefan Kellner	20
A dimly lit cave. Torches fl icker on the walls.		Get thee behind me, lest I catch your disease.
In the background, we hear a drum beating.		(3 blue Pixel-Dwarfs scurry by while a Guideline
Enter the Vagabond and the Shareholder.		Acrobat desperately attempts to walk a straight line,
		but stumbles and falls)
The Linesmiths (in chorus)	25	Pixel-Dwarfs	25
Hi ho, Hi ho,		The gleaming blue diamond casts its glow on the land.
A-programming we go.		Pixel by pixel, and by skilful hand,
Our PHPs and Apaches		We paint it with one hundred percent Cyan.4
Will bring the servers to their knees.		Shareholder
Hi ho, hi ho.	30	A gleaming blue diamond? If I recall	30
Shareholder		It represents an oil company, the one called Aral.
There's no denying they love their work!		Stefan Kellner (spots the Shareholder)
But what of those blankets half-hid by the dark?		Ideas well up here like valuable black gold
(he points to a pile of blankets and animal skins in		And our Pixel-Dwarfs do as they are told.
the corner)	35	So let us go there and visit the place	35

Where they give the blue diamond its luminous face,5		An interesting development! I will draw nigh
And where also for Bayer we proudly created		And attract his attention. Perhaps he will speak.
A site of its own that is continually updated,		Photozelle (addressing him)
Where, on Ascensia's virtual homestead		Who's there? Who comes to sneak?
Information on gravidic diabetes is spread.6	5	My name is Mister Medipict,	5
Shareholder (in the Vagabond's ear)		And I am a medical image addict.
Your words afore were neither boast nor jest.		I collect many pictures of interest to science,
Your efforts are tireless. Do you ever rest?		And spend my days sorting, ensuring compliance
Vagabond		With formats and templates, layout and design.
We walk and are not weary; we run and do not faint.	10	For marketing tasks I no longer have time.	10
And though our days be dreary, we ne'er voice a		Shareholder (eyeing him questioningly)
complaint.		Amazing! And what a strange world this is:
Thanks to our dedication our volume increases.		That one can earn money with such images!
We hope and we trust that our growth never ceases.		Photozelle (hopping on one leg)
One day we shall even surpass Rockefeller.	15	Pictures of a rare disease? Just cough up a Euro please.7	15
But until then, please visit our underground cellar.		Pictures of an infl ammation?
(The Vagabond pushes the Shareholder to the edge of		Costs a bill of large denomination.
the stage. A trapdoor swings open and the Shareholder		Pictures of a sterile syringe?
disappears.)		Now you're on a shopping binge!
	20	Pictures of an appendix or liver	20
		Shareholder
		Enough of this! You make me shiver!
Scene 4		(The Shareholder fl ees hurriedly through a side door)
		(With a fl ourish, the Photo Cell throws a roll of fi lm
In the Darkroom of the Photo Cell	25	around his neck like a feather boa and dances until the	25
		lights go down.)
The Shareholder fi nds himself in a darkroom.
Illuminated by an infrared lamp, the Photo Cell is
hanging fi lm negatives on a clothesline. Thick clouds of		Scene 5
tobacco smoke billow onto the scene from offstage.	30		30
		In the Labyrinth of the High-Bay Warehouse
Shareholder
This smoke-fi lled room is not at all to my taste.		A high-bay warehouse. Among the shelves, a certain
And how much more of my time must I waste?		Mr Geisselmann crouches between countless stacks of paper.
But lo! A bald giant hangs fi lm up to dry.	35	The Shareholder stumbles through the door.	35

Mr Geisselmann		Shareholder
(muttering and mumbling to himself)		My quest is not for worldly goods.
Three of these go over there,		I'm trying to fi nd my way out of the woods.
And these two from here to anywhere.		And to tell the truth, I rather feel
Do I have suffi cient needles stored?	5	Not merely poor but extremely unwell.	5
Will you be paying cash or credit card?		Mr Geisselmann
Shareholder		If that's the case, you needn't stay.
Please forgive me if I intrude.		I'll give you a stamp and show you the way
I'm seeking the exit, don't mean to be rude.		And you can proceed on your journey don't fear
Is this the path to the upper fl oors?	10	I'll ship you out via bicycle courier.	10
Can you show me the way to the nearest doors?		Ah! There he is – just in time. Ha ha ha ha! (diabolical
Mr Geisselmann (showing no reaction)		laughter)
Orders received, goods dispatched;		(Mr Geisselmann stamps an oversized symbol on the
Every bargain a valuable catch.		Shareholder's forehead. Enter the bicycle courier.
The telephone rings without pause all the day.	15	The Shareholder is loaded onto the bicycle's carrier.	15
Will the bicycle courier fi nally get underway?		The curtain falls.)
Shareholder (clearing his throat)
I'll say it again – I don't mean to offend –
I've lost my way, and I'm at my wit's end.
Would you be so kind as to explain	20		20
How I can return to the outside again?
Mr Geisselmann (startled, he jolts upright and
stares at the Shareholder for a moment with
a wild look in his eyes, then speaks with an eerie
voice)	25	Entr'acte	25
Stranger among the high-bay shelving!		On the fl oor
As long as you're here, why not go delving
Among my many and varied offerings!		Mixed corps de ballet comprising cleaning personnel
From callisthenic bag to other such things,		and business auditors. Loud music beings.
From stethoscope to snake-bite kit	30		30
And our bassinet is a megahit!		First cleaning woman (singing with a high voice)
All this is available here, from me.		Life is hard
Need more information? What'll it be?		On the fl oor.
Tell me what it is you seek.		You get scarred.
I can have it delivered within the week.		You get sore.
	35		35

5		5
	Student (bellowing from offstage)
10	Alas! I've studied Medicine	10
	All through and through with ardour keen!
		15
		20
		25
		30
		35
	15 20 25 30 35	Act 3 Scene 1 In the Mind of the Student A student's brain. Bookshelves fi lled to overfl owing line the walls. The Shareholder rides into the scenery on a conveyer belt and is thrown from it. He massages his backside. At the gates of knowledge, a fool for sure! No wiser than I was before. Shareholder I cannot see you. Have we met? What is your name and why so upset? Student Doubleyou Doubleyou Doubleyou I'm a Medical Student through and through But I am that soul who is doomed to forget All he has learnt before the exam date is set. So now I stagger, day for day Around the World Wide Web, to fi nd my way. Shareholder Indeed, that's what I would defi nitely call A mature website, a fully grown portal. But at this juncture, it is not knowledge that I seek. If I don't fi nd an exit, my prospects are bleak. Would you be so kind as to point me the way To the nearest exit from this strange play? Student Follow this link and just say "Click". That will bring you back home right quick. (a browser window opens, and the Shareholder steps through it and off the stage)

21 Entr'acte Act 3, Scene 1

Scene 2

5

15

The Portal		Nutritious and good as the greenest clover,
A gigantic gate.	5	Shareholder (interrupting him)
In front of it, the Guardian of the 275,000 Keys and the Vagabond. The Shareholder is
"uploaded" little by little, line for line.		But tell me, before I make my decision,
Vagabond	10
Nice to see you back, my friend.
Your journey will soon be at its end.		engulfs the Vagabond.)
You must go through this little door,
Speak the right word, nothing more.
(The Shareholder steps up to the portal confi dently.)	15
Guardian (blocking his way) Who goes there? I am the guard, the sentry.		Scene 3
You must know the password to gain entry.		The Vision
(The Shareholder recoils)
Vagabond (teasingly)	20
No need to go all pale with fear.
Just tell him the word and the way will be clear.
After all, this door is called DocCheck;		Frank Antwerpes
Its encryption methods are extremely high-tech.		The light of truth now illuminates all.
Its thousands of pages of medical news	25	So it be, my mask must fall.
Are available only for members to use.		No Vagabond I am, but the CEO
Shareholder (exasperated)		Of this fi ne organisation.
What kind of misguided idea is that?		Which causes some woe,
Surely it causes turnover to fall fl at?		but more often gratifi cation.
Vagabond	30	There in the distance, refl ecting suns face,
On the contrary! Many profi ts have been unearthed With the help of targeted marketing research.10		Thrives a beautiful fl ower: The health care marketplace
And also, just because it makes nice verse,		Grows greater hour by hour.
We increased our sales using e-commerce.		Although its name be prosaic and bland,
(waxing lyrical)	35	Its nature and essence are noble.

10 In the worst of storms, in every weather, People still read the red DocCheck Newsletter.11 Nutritious and good as the greenest clover, Are our online studies – please, do look them over! Shareholder (interrupting him) You've made your point. The company is healthy, And on the right course to becoming more wealthy. But tell me, before I make my decision, What is your message? Your goal? Your vision? (Upon this last word, the Guardian moves aside as the door opens with a creak. Light fl oods into the room and

Scene 3 The Vision

The Vagabond steps out of the light. He doffs his overcoat – and reveals himself as Frank Antwerpes.	20

So it be, my mask must fall.	25
No Vagabond I am, but the CEO
Of this fi ne organisation.
Which causes some woe,
but more often gratifi cation.
There in the distance, refl ecting suns face,	30
Thrives a beautiful fl ower:
The health care marketplace
Grows greater hour by hour.
Although its name be prosaic and bland,
Its nature and essence are noble.	35

5 10 15 20 25 30 And it serves us all, in every land, Its scope is truly global. We strive above all to give it a fresh face And new strength, by heralding its story. We do so proudly; we run the race And remain ever innovatory. Optimistic, hard-working and confi dent we stand On the strengths of our customers and indeed of our brands (he points suddenly into the light, with a dreamy air) It's not far now, the time is due, When all our wildest dreams come true. When gold will fl ow and dividends Proceed to all of you my friends And the earnings! The turnover! Loved by all like four-leaf clover! (getting carried away) Our sales fi gures will truly soar . . . Nurse (emerging from the light, she takes him by the hand) You need to visit your doctor (The Journalistic Liaison enters, sees what is happening, comprehends the situation, and telegraphs a press release around the world. She exits.) Shareholder To invest, or not invest? That is the question. Will hope or despair Be my last bastion? (The lights go down on the Shareholder standing alone on the stage.)

II Colour Charts

26 Work examples 2003 Work examples 2003 27

1. Ganzoni & Cie AG

Advertising campaigns and window displays for SIGVARIS compression stockings

2. Janssen-Cilag GmbH

Risperdal® introductory campaign for new indication "bipolar disorders"

3. STADApharm GmbH

Image action "Preisdiele on Tour" (ice cream for children suffering from heart disease)

4. Pfi zer GmbH

Campaign for the publication of the "Ascot Study" by Sortis®

30 Work examples 2003 Work examples 2003 31

5. Aral AG

Relaunch of the websites www.aral.de and www.fuehrerschein.de

6. Bayer Vital GmbH

Ascensia ELITE® information package on "Pregnancy diabetes"

Launch of the website www.ascensia.de

7. medicalpicture GmbH

The whole diversity of medicine and science – in thousands of pictures

8. DocCheck®-Shop

About 15,000 medical products in the online shop

High quality medical products under the DocCheck®-Label

9. medizinstudent.de GmbH

Portal for Germany's doctors of tomorrow. Used by over 60% of students

10. DocCheck® market research Online surveys via webcam or . . .

11. DocCheck®-Newsletter

Over 150,000 subscribers receive information from the world of medicine twice a month

… Internet questionnaires

12. DocCheck® Online AWB

AWB with Smartphones for MSD (Switzerland)

III Critical notes and comments on the work

Annual Financial Statement

1 Management Report for ag 2003

Summarised management report and group management report for antwerpes ag, Cologne for the 2003 fi nancial 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 offi ce 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 fi nancial 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 fi nancial year of the ag and the Group was from 1 January 2003 to 31 December 2003.

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 defl ation 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 profi t slightly from the global economic recovery in the 2nd half, but domestic consumption fl agged 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 fi rst 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 fi rst time it now leads the fi eld, holding fi rst 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 profi le. 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 "Doc-Check 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 webbased image database with more than 30,000 objects from the fi elds 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 fi gures is signifi cantly 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 fi nancial 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 fi xed 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 fl ow, liquid funds, investments held as fi xed assets and investments held as current assets Although the company generated a negative cash fl ow from day-to-day operations in the 1st quarter it achieved a minor positive cash fl ow 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 fi xed 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 fi xed 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 fi gures 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 fi rst losses in the company's more than 10-year history in the 2 quarter, the workforce was considerably reduced through layoffs and natural fl uctuation. 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 ofthe restructuring measures.

1.2 Development and situation of the ag

antwerpes ag performs the tasks of a management holding and has its registered offi ce 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	Human Resources
Accounting	Organisational Development
Controlling	Corporate Communications
Facility Management	Front-Offi ce 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 profi t 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.

1.3 Risks

The future business development of antwerpes is subject to risks. These risks can endanger the growth, earnings and fi nancial 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 identifi ed the following signifi cant 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 fi ve Board of Management contracts at antwerpes ag and the largest subsidiary, antwerpes & partner ag, run out in 2004, this risk is more signifi cant than in previous years. The antwerpes ag and antwerpes & partner ag Supervisory Boards want to fi nalise negotiations for the new Board of Management contracts during the fi rst quarter of 2004.

b. Adapting the sales strategy

The changing market conditions in antwerpes' core markets and diversifi cation 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 diffi cult market environment in 2003 we were able to compensate for a signifi cant 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 submarkets 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.

1.4 Important events after the accounting reference date None

1.5 Outlook

Although 2003 was a fi nancially diffi cult 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 confi rmed, 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 qualifi cations for 2004, for which we have big plans: growth, profi tability, 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 fi nancial year with optimism and are confi dent that we will breathe more life into the antwerpes share price in 2004 with our plans.

S A
RS/I F
o I
g t n di or
heet acc
nce S a al B
d ate d oli ns o C
2

	Notes	003 01-2 01-	002 01-2 01-
		–	–
ets Ass		003 1-2 12-3	002 1-2 12-3
m assets ort-ter h S
ds n u d f ui q Li	0 1	2 2 48,8 0,3 1	0 2 4 41, 0,8 2
urities ble sec keta Mar	9	0	0 0 79,5 9 9,
bles va de recei Tra	7	8 91 0, 2 1,3	0 91 2, 9 0 2,
nies pa m o d c fi liate m af o ble fr va nts recei u o Acc		081 41,	2 3 2,1 4
ories nt ve n I	6	2 68 0, 0 2	31 4,1 2 2
nses pe x d e pai Pre-	11	76 9 9,	0 68 7, 6
otal m assets, t ort-ter h S		79 21,4 11,9	72 7 7, 4 3,2 3
ble assets gi n Ta	3	2 9 6,1 8 1,3	0 4 731,1 1,
ble assets gi n nta I	1	6 63 6, 2 1	5 03 78, 2
d assets xe fi d as hel nts me vest n I	5	45 9 6, 9 2 0, 2	0

nies pa m o d c ociate Ass	4	51 53,5	91 78,3 1
will d o o G	2	7 9 9 0, 61	08 08,5 6
her assets Ot	8	253 0, 9 8	4 2 0 51, 3
xes d ta Deferre	2 1	9 45 21,	0
Total assets	3	2 7,51 0 5,3	70 4,8 9 6,3 3

Liabilities

es biliti a Li
bilities a m li ort-ter h S
hares m s ort-ter h d s n ns a ns oa oa m l m l g-ter ort-ter n o n l h S i		4 48 3, 1	4 0 2 7, 1
ble ya pa nts u o Acc	8 1	7 9 4 7, 0 3	5 68,81 3
mers o ust m c o nces fr va d A		73 2 6, 2 2	98 0,3 43
ns o visi o pr her Ot	7 1	7 9 0 6, 71	231 9, 72
n o xati or ta ns f o visi o Pr	7 1	98 0 6, 3	9 0 0 0, 28
bilities d m lia n me a ort-ter o nc d i h pai her s Pre- ot	9 1	7 2 28,5 8	283 9, 0 0 1,
d fi liate nies o af pa ue t m o D c		4 5,81 1	48 9,1 2
otal bilities, t a m li ort-ter h S		791 43, 2,1	8 4,08 6 2,8
xes d ta Deferre	0 2	0 0 0 8, 1	0 0 2 6, 6
gs n di ol h hare y s orit n Mi	6 1	7 25 75, 2	25 9 8, 23
nts me vest n o i ns t o uti b ntri o or c ms f d assets pecial ite xe fi n S i		0	73 6 23,
k oc pital st a C
pital d ca be bscri u S	3 1	2 4,31 0 9 5,	2 4,31 0 9 5,
ve pital reser Ca		0 2 6 79, 28,1	0 2 6 79, 28,1
year he or t oss f net l me/ o nc Net i		53 63,3 9 1,	2 4 6 98, 2 2,
ve ue reser n ve Re		5 45 76,	6 68 72,
ms g ite n nci bala pital Ca	4 1	70 45,5 2 3, –	70 45,5 2 3, –
hares n s w O	5 1	7 70 7, –	7 70 7, –
gs) n di ol h are h y s orit n mi ut o h wit k ( oc pital st a Total c		4 6 70,4 2,8 3	4 8 01,9 3,2 3
bilities a Total li		2 7,51 0 5,3 3	70 4,8 9 6,3 3

Schedule of movement

in fi xed assets as at 31 December 2003		Costs of production/acquisition					Depreciation			Balance sheet
	Value 01-01-2003 €	Additions €	Disposals €	Value 12-31-2003 €	Value 01-01-2003 €	Additions €	Disposals/ Write-ups €	Value 12-31-2003 €	12-31-2003 €	12-31-2002 €
1. Intangible assets
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
Goodwill	952,224	153,718	0	1,105,942	343,716	151,229	0	494,945	610,997	608,508
	1,630,625	191,776	0	1,822,401	744,082	340,685	0	1,084,768	737,633	886,543
2. Tangible assets
Other fi xtures and fi ttings, 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
3. Financial assets
Shares in affi liated companies, unconsolidated	4,205	0	0	4,205	0	1,404	0	1,404	2,802	4,205
Investments	193,874	0	168,319	25,555	19,688	103,195	148,078	–25,194	50,750	174,186
Investments held as fi xed assets	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	20,399,010	19,688	176,904	148,078	48,515	20,350,496	178,391
Total	5,352,023	20,753,550	227,380	25,878,193	2,555,949	1,048,943	201,021	3,403,872	22,474,321	2,769,074

me
o
nc
nt of I
me
State
3

	Notes	003 01-2 01-	002 01-2 01-
		003 1-2 – 12-3	002 1-2 – 12-3
ue n ve Re 1.	1	5 61 5, 21 3, 1	9 61 7, 7 2 3, 1
me o nc g i n perati o her Ot 2.	3	2 2 6,5 2 2	081 6, 9 1
d he nis gress fi of ories o pr n nt k i ve or n w n i d ges i n ds a n ha o o C g 3.		4 2 4 70, –	8 71 4, 3 –
d goo n materials a ase urch d p w n f ra upplies a Cost o s a) materials d hase urc of p osts C 4.	ds d	79 5,8 75 3,	6 6 4 01, 2,5
d ase urch f p services Cost o b)		6 0 9 4, 45 1,	7 0,11 1,51
		5 78 0, 5,21	4,011,583
d salaries n ges a Wa a) nses pe x nel e n o Pers 5.		953 74, 4 4,	9 2 0 8, 5 4,8
utio ntrib b) Social security co	ns	7 4 2,1 2 8	93 6 08, 9
		9 7,09 9 5,2	2 72 6, 76 5,

2 d n n a n o o preciati ortisati De m a 6.	705 76, 8	6 0 2 0, 9 9
4 nses pe x g e n perati o her Ot 7.	45 0 70, 2 2,	63 4 31, 2,3
ns o pati partici m o me fr o nc I 8.	0 73 3,	5 2,51 2
T) BI E ns ( o ati per o m o oss fr fi t/l o Pr 9.	0 9 79,1 2 –	61,523 3
A D T BI E m: m ite u d n ora m Me	5 7,51 9 5	9 72 51, 1,3
d n nts urities a me vest her sec n ncial i ot na m fi o m me fr g-ter o nc n o I l 0. 1	7 4 4 70, 7	0
me o nc milar i d si n nts a me y pa nterest I 11.	53 7,1 2 4	2 4 0 0, 1,11
d n ncial assets a urities na fi n o ble sec n o preciati keta mar De 2. 1	05 72,3	0
nses pe x milar e d si n nts a me y pa nterest I 3. 1	4 2 6 2, 2 3	68 2 65,
nterests) y i orit n mi d n a xes ( before ta oss fi t/l o Pr 4. 1	81 523,4	7 9 6,2 0 1,4
5 gs n ni d ear n me a o nc m i o xes fr Ta 5. 1	9 98 25, 2	931 2, 68
xes her ta Ot 6. 1	9 9 2,3	0
nterests y i orit n mi before oss fi t/l o Pr 7. 1	5,093 9 2	6 6 723,3
nterests y i orit n Mi 8. 1	31 6,3 3	2 11,53
ar ye he me for t o nc net i d ate d oli ns o C 9. 1	762 58, 2	4 711,83
d war or d f fi t carrie o Pr 0. 2	2 4 6 98, 2 2,	08 6,8 8 1,5
n o ociati of ass he articles y t d for b de vi o o reserves pr nsfer t Tra 21.	70 7 3,	0
fi ts o pr of n o uti b Distri 2. 2	281 0, 9 5	0
ar ye he me for t o nc Net i 23.	53 63,3 1,9	2 4 8,6 9 2,2
dilute di h
d) n 3 (u S 3 A g to I n are accor gs per s n arni E	4 0 0,	2 0,1
d) dilute 3 ( S 3 A g to I n di are accor h gs per s n arni E	4 0 0,	2 0,1

d) dilute n 3 (u S 3 A g to I n di are accor h gs per s n arni E	4 0 0,	2 0,1
d) dilute 3 ( S 3 A g to I n di are accor h gs per s n arni E	4 0 0,	2 0,1
d) dilute n n (u n circulatio ares i h f s ber o m u n ge vera A	2,812 0 9 5,	2 2,81 0 9 5,
d) dilute n ( n circulatio ares i h f s ber o m u n ge vera A	2 2,81 2 9 5,	2 2,81 0 9 5,

4 Notes to Group Financial Statement

of antwerpes ag, as at 31 December 2003

4.1 Structure and business activity 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"), 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 4.4 "Principles of consolidation" for the detailed structure of the group.

2. antwerpes ag performs the tasks of a management holding and has its registered offi ce in Cologne, Germany. The subsidiaries operate the service and consulting business.

3. 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.

4. 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.

5. antwerpes.korte consulting GmbH is a strategic consulting company in the fi eld of pharmaceuticals/healthcare. It develops e-business concepts and corporate strategies for its customers and assists in their implementation.

6. antwerpes SRL mainly provided programming services for the German subsidiaries and is currently in the process of dissolution.

7. medicalpicture GmbH operates a web-based image database with more than 30,000 objects from the fi elds of medicine, health, wellness, pharmaceuticals and science.

8. medizinstudent.de GmbH operates an Internet portal for students, in particular medical students and provides associated services.

9. Geisselmann is antwerpes' e-commerce solution for medical practice requirements in Germany.

4.2 Accounting principles

1. The annual fi nancial 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").

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

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

4.3 Companies included in the consolidation

1. The consolidated fi nancial statement covers affi liated 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 fi nancial and business policies of a subsidiary or can provide the majority of the supervisory or administrative board of a subsidiary. An IAS-consolidated fi nancial statement was prepared for the fi rst time for 31 December 1999.

Besides antwerpes ag as the parent company, the consolidated fi nancial statement includes the following companies (see table 1, page 65).

2. The indirect 30-per cent participation in Albert Geisselmann GmbH, Eilenburg was consolidated with the equity method according to IAS 28, subparagraph 8.

3. 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.

4.4 Principles of consolidation

1. 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

Company	Participation quota in percent
antwerpes & partner Aktiengesellschaft, Cologne	100
DocCheck® Medical Services GmbH, 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

Table 1: The companies and their participations

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 fi nancial 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 fi nancial 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

2. The shares in the fully consolidated subsidiaries were offset with the capital of the companies at the date of the fi rst consolidation according to the participation-proportional book value method. Accordingly, the following goodwill was determined (see table 2).

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 fi nancial statements of the companies included in the consolidated fi nancial statement are all based on uniform accounting and evaluation principles.

All signifi cant 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.

Company	Goodwill of initial consolidation	Book value of good- will as at 12-31-2003	Effective life (years)
	(Euro 1,000)	(Euro 1,000)
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

Table 2: Goodwill

4.5 Notes to the consolidated balance sheet

1. The schedule of movement in fi xed 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.

2. 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.

3. In accordance with IAS 16, tangible fi xed 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 simplifi cation 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 fi xtures are depreciated over periods ranging from three to 25 years. The book value of the tangible fi xed assets is examined at the end of each fi nancial year. If the saleable amount of an asset is below the book value, a special write-off 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 fi xed 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 offi ces 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 offi ce fi tout, 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 fi xed asset depreciations of EUR 139,749.19 in the fi nancial year.

The table below (see page 70) shows the original book value development of the offi ce fi tout and the book value development after the reduction of the effective lives and the special write-offs.

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

4. 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 fi nal pro rata annual fi nancial statement, which amounted to EUR 4,000. The 2003 fi nancial statement for Albert Geisselmann GmbH, Eilenburg was not yet available at the accounting reference date.

5. Investments held as fi xed assets comprise three mortgage bonds, two loans against borrower's notes and a corporate bond. Pursuant to IAS 39 the securities are classifi ed as

	Acquisition costs	Cumulated depreciation	Book value
Offi ce fi tout	203,918.98	25,206.98	178,712.00
	Tab. 3: Book value development according to benchmark method

pursuant to IAS 16.28 as at 12-31-2003 (Euro).

	Acquisition	Cumulated	Book
	costs	depreciation	value
Offi ce fi tout	203.918,98	164.956,17	38.962,81

Table 4: Book value development after reduction of the effective lives and the special write-offs as at 12-31-2003 (Euro).

"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 fi nancial risks according to IAS 32.42 because the securities are repaid in full upon bullet maturity.

6. Pursuant to IAS 2, inventories include reported and valued fi nished 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, writeoffs 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 4.12.4 "Part of profi t realisation".

7. 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.

8. Other assets mainly include interest deferrals and tax claims. Other assets include assets with a term of between

one and fi ve years, amounting to EUR 87,000 (previous year EUR 10,000).

9. The maturity and sale of marketable securities and their reinvestment in investments held as fi xed 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 fi xed assets". The sale of marketable securities resulted in profi ts of EUR 30,000.

10. Liquid funds include bank credits and cash provisions that are reported at nominal value.

11. Pre-paid expenses include expenses for the following fi nancial year paid before the accounting reference date.

12. Deferred taxes result from expenses for provisions made for impending losses from rental relationships, which may not be formed according to tax laws.

13. Subscribed capital as at 31 December 2003 was EUR 5,904,312 and is split into 5,904,312 individual share certifi cates at EUR 1 each. These are bearer shares. The following table illustrates the development of equity during the year (see table 5).

	Balance as at 12-31-2002	Dividend distribution	Net income for the year as at 12-31-2003	Balance as at 12-31-2003
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

Table 5: Equity review according to IAS 1, subparagraph 86–89 (Euro)

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 profi ts from the start of the fi nancial 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 affi liated 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 4.9.8 "Stock options" for details of the granting of subscription rights).

14. 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 4.12).

15. 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 fi nance a further participation.

The portfolio of own shares as at 31 December 2003 comprised 1,500 individual share certifi cates and makes up EUR 1,500 of the equity capital. The share price as at 31 December 2003 was EUR 8,460 (cf. Section 4.12).

16. Shares of other shareholders were adjusted by EUR -22,000 pursuant to IAS 8.31.

17. Reserves were formed for uncertain liabilities from previous business transactions and events, for which the date and amount of the asset outfl ow are uncertain at the accounting reference date. They are reported at the fulfi lment 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 (see page 76/77) 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.

18. 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.

	Status 01-01-2003 €	Used		Dissolved	Added	Status 12-31-2003
		€	€	€	€
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 occupational accidents	20,462.00	–20,100.00	0.00	27, 252.00	27,614.00
e) Social charges for handicapped persons	11,100.00	–9,620.00	–1,480.00	4,300.00	4,300.00
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 audit expenses	164,000.00	–129,340.04	–22,827.30	157,500.00	169,332.66
i) Supervisory Board compensation	9,166.67	–9,166.67	0.00	5,000.00	5,000.00
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

Table 6: Changes in provisions for antwerpes ag up to 12-31-2003

According to the regulations for handling fi nance leasing and pursuant to IAS 17.12, in the fi nancial year leasing liabilities of EUR 121,000 (previous year EUR 136,000) were reported as liabilities. (see table 7).

Leasing payments affecting the company result in the fi nancial year amounted to EUR 15,000 (previous year EUR 14,000). The leasing liabilities relate to the offi ce fi touts explained in Section 4.5.3.

		€ 1,000
Thereof, due within one year		16
Thereof, due in between one and fi ve years		75
Thereof, due in more than fi ve years		30
Total		121
Table 7: Liabilities	2003 € 1,000	2002 € 1,000
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

Table 8: Other liabilities

19. Other liabilities are made up as follows (see table 8, page 78)

20. Deferred taxes on the liabilities side result from temporary differences in evaluations in the individual fi nancial statements according to HGB that are relevant to taxation and the evaluations according to IFRS (IAS) in the consolidated fi nancial statement (cf. explanations at 4.12).

4.6 Notes to the consolidated statement of income

1. 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. Profi ts 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 fulfi lled. 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 follow (see table 9, page 80).

2. Amortisation of intangible fi xed assets and depreciation of tangible assets include goodwill amortisation of EUR 151,000 (previous year EUR 296,000).

3. Other operating income mainly comes from rental revenue, writing back provisions and reimbursement of incidental rental expenses.

4. Other operating expenses mainly arise from advertising, travel, fi nancial statement and audit expenses as well as rental expenses.

5. 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 (see table 10, page 81).

4.7 Particulars about the Group cash fl ow statement

The Group cash fl ow statement shows how the cash changed throughout the reporting year through infl owing and outfl owing funds.

In compliance with IAS 7, differentiations are made between cash fl ows from operations, investments and fi nancing ac-

	Million Euro
Revenues from providing services	9.9
Revenues from the sale of good	3.2
Usage fees	0.1
Total	13.2

tivities. The cash fl ows 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.

	Deferred taxes reported as assets		Deferred taxes reported as liabilities
	2003 € 1,000	2002 € 1,000	2003 € 1,000	2002 € 1,000
Intangible assets			0	40
Inventories			–2	–7
Trade receivables			24	35
Other securities			0	6
Rückstellungen	21	0	–4	–6
Advances from customers			0	–2
Total	21	0	18	66

Table 9: Sales revenues Table 10: Composition and development of deferred taxes

82 Financial Statement		Financial Statement 83
Cash fl ow statement (€)	01-01-2003 –12-31-2003	01-01-2002 –12-31-2002
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 fi nancial investments	–3,730	–21,464
+ Loss from disposal of fi xed 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
–/+ Decreas/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 fl ow from current operations	696,953	2,612,805

84 Financial Statement	Financial Statement 85
Cash fl ow statement (€)	01-01-2003 –12-31-2003	01-01-2002 –12-31-2002
– Payments for investments in tangible assets and intangible assets	–206,099	–399,835
– Payments for investments in shares of affi liated companies	–48,332	–131,109
– Payments from purchasing investments held as fi xed assets	–20,296,945	0
+/– Increase/decrease in special items from investment allowances	–23,673	23,673
Cash fl ow 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 fl ow from fi nancial 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 fi nancial resources
– Financial means	10,348,822	20,841,420

– Securities 0 9,979,500

Table 11: Cash fl ow statement

86 Financial Statement Financial Statement 87

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

4.8 Segmental reporting

(see table 12)

4.9 Supplementary information

1. Financial instruments

The inventory of primary fi nancial instruments (accounts receivable, liabilities, liquid funds) can be seen in the balance sheet. There are no signifi cant 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 signifi cant risks for the Group's primary fi nancial 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 signifi cant interest rate risk.

	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

Total assets include fi xed assets, current assets and und prepaid expenses. The Communication segment includes antwerpes & partner ag, Cologne with its offi ces 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 offi ce charges were valued atpurchase price plus interest.

As at 31 December 2003 the Group companies had no signifi cant 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 fi nancial instruments used for trading or speculation purposes.

1. 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).

1. Relationships to affi liated persons

In addition to the companies include in the consolidated fi nancial statement, pursuant to IAS 24 the following companies and persons are affi liated with the company (see table 13).

	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 fl oat	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 fi rst degree relatives were distributed equally between Messrs. Antwerpes. Dr. Frank Antwerpes' wife's shares are added to his own.

Table 13: Shareholder structure as at 31 December 2003

90 Financial Statement Financial Statement 91

The executive bodies of antwerpes ag had the following interests in Group enterprises or other companies (see table 14).

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

Executive bodies of antwerpes ag	Membership in other control committees
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 07-01-2003, Albert Geisselmann Medizinbedarf GmbH, Weil im Schönbuch
Thomas Schmidt, Cologne	Chief Executive, medicalpicture GmbH, Cologne
Christoph Giepen, Essen	Chief Executive until 12-31-2003, medizinstudent.de GmbH, Cologne
Alexander Marcin, Essen	Chief Executive until 12-31-2003, medizinstudent.de GmbH, Cologne
Peter Schymanietz, Essen	Chief Executive until 07-01-2003, medizinstudent.de GmbH, Cologne

1. Supervisory Board Compensation

The Supervisory Board of antwerpes ag was paid the following compensation in 2003 (see table 16).

Contracts have been concluded with Mr Thiess and Dr. Pietzko for general consulting and legal consulting services. In the 2003 fi nancial 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 fi nancial 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 4.9.8), this produces diluted earnings per share of EUR 0.04.

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
Summe	20.000

Table 16: Supervisory Board Compensation

Name of Board of Management member	Fixed salary (€)	Profi t-sharing bonuses (€)	Number of share options granted as at 12-31-2003
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

Table 15: Board of Management Compensation

96 Financial Statement Financial Statement 97

1. Share ownership (see table 17)

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. Correspond-

ing 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.

Name and registered offi ce	Share of capital as at 12-31-2003 as a percentage	Currency	Equity 12-31-2003	Income for the 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	33	EUR 1,000	102	27 ***

* After profi t transfer to antwerpes ag

** Company is in the process of being dissolved

*** 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.

Table 17: Share ownership in antwerpes ag as at 12-31-2003

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 shareprice is
• the issue price for antwerpes ag shares determined by the bookbuilding method at the IPO for subscription rights granted up to fi ve days before the IPO
• the average of the Xetra closing price on 20 trading days before the fi rst 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 fi nancial 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 fi nal standard should apply to fi nancial 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 fi nancial year. (see table 18, page 100).

1. Notifi cations pursuant to Section 20 German Stock Corporation Law (AktG) or Section 21 German Securities Trading Act (WpHG) As at 15 October 2003 a notifi cation pursuant to Section 20, Paragraph 4 of the German Stock Corporation Law (AktG) was issued to medizinstudent.de GmbH, Cologne. There were no notifi cations pursuant to Section 20, Paragraph 1 or Section 21, Paragraph 1 or 1a WpHG during the fi nancial year.

Options granted in 2003	0
Options exercised in 2003	0
Options lapsed in 2003	24,250
Amount of stock options issued as at 12-31-2003	79,750

Amount of stock options issued as at 12-31-2002 104,000

The fi rst tranche (Issued: April 2000, subscription price: € 21, term: 7 years	51,250
Thereof to management		37,750
Thereof with a waiting period until fi rst execution on	05.04.2004	5,663
Thereof with a waiting period until fi rst 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 fi rst execution on	05.04.2004	2,550
Thereof with a waiting period until fi rst 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 employee		8,500
Thereof with a waiting period until fi rst execution on	27.11.2004	1,426
Thereof with a waiting period until fi rst execution on	27.11.2005	824
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 fi rst execution on	31.05.2004	8,000
Thereof with a waiting period until fi rst execution on	31.05.2005	6,000
Thereof with a waiting period until fi rst execution on	31.05.2006	3,000
Thereof with a waiting period until fi rst execution on	31.05.2007	3,000
Thereof can be exercised on	31.12.2003	0

Table 18: Structure of Stock Options as at 31 December 2003

10. Foreign currency translation

At the accounting reference date, the expense and income balance sheet items of antwerpes & partner ag, Basel, Switzerland branch offi ce 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.

1. 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 Section 161 AktG and made this accessible to shareholders on the antwerpes ag web site under "investors".

4.10 Other fi nancial liabilities

As at 31 December 2003 the company had the following other fi nancial liabilities (see table 19)

	EUR 1,000
From rental	2,912
From leasing	32
Total	2,944
– thereof due within one year	227
– thereof due in between one and fi ve years	1,781
– thereof due in more than fi ve years	606

Table 19: Other fi nancial liabilities

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 fi nancial 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.

4.11 Events after the accounting reference date

There were no signifi cant events after the end of the fi nancial year.

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

1. General

The consolidated fi nancial 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 fi nancial statement. The regulations of the HGB and the German Stock Corporation Law (AktG) differ in several signifi cant aspects from those of the IFRS (IAS). The main differences that could be relevant for assessing the company's asset, fi nancial 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, self-developed software which is part of the fi xed 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 profi t realisation

According to general opinion, part of profi t 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 profi ts to be realised according to the Percentage of Completion method (POC), provided the prerequisites for determining the level

	2003 EUR 1,000	2002 EUR 1,000
Inventories	–6	–18
Trade receivables	61	87
Provisions for outstanding expenses	–9	–6
Advances from customers	0	–9
Change in result	46	54

Table 20: Changes through the application of POC

of completion, the estimate of total order costs and total order income and its collection are fulfi lled. The level of completion was defi ned as being analogous to the status of the creation of goods or services. In the reporting period, part of profi t realisation resulted in the following changes (see table 20, page 104).

5. Own shares

According to HGB, own shares in fi xed 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

5 Auditors' Report

According to the results of our audit we have issued Antwerpes AG, Cologne the following unqualifi ed audit opinion for the consolidated fi nancial 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 fi nancial statement prepared by Antwerpes AG, comprising the balance sheet, income statement, notes including statement of changes in equity and cash fl ow statement as well as the Group management report for the fi nancial year from 1 January to 31 December 2003. The preparation of the consolidated fi nancial 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 fi nancial statement and management report based on our audit.

We conducted our audit of the consolidated fi nancial statement in accordance with the generally accepted standards for the audit of fi nancial 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 fi nancial 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 fi nancial 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 fi nancial 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 fi nancial statement of Antwerpes AG, Cologne, in agreement with IFRS/IAS gives a true and fair view of the net assets, fi nancial position and earnings position of the Group and the cash fl ow in the fi nancial year. On the whole the Group management report together with the other disclosures in the consolidated fi nancial statement provides a suitable understanding of the Group's position and suitably presents the risks of future development.

We also confi rm that the consolidated fi nancial statement and the Group management report for the fi nancial year from 1 January to 31 December 2003 fulfi l the conditions for discharging the company from preparing a consolidated fi nancial 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 fi nancial 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 fi nancial 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

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

CPA CPA

M. Wickert W. van Kerkom

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 specifi cations of the Corporate Governance Code based on the amended version from 21 May 2003

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 intensifi ed 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

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 infl uencing 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 effi cient 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-orientedcomponents.

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

7 Report of 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 fi ve 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 fi nancial year were:

• Reporting by the Board of Management on the quarterly fi nancial 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

Der antwerpes-Konzern hat trotz eines wirtschaftlich sehr In spite of a very diffi cult economic environment the antwerpes group achieved sales of EUR 13.2 million on previous year level. But for the fi rst 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 intensifi ed 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 signifi cantly to the stabilisation of sales.

The Supervisory Board supports the Board of Management in its return to operative profi tability in the 2004 fi nancial 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 Section 161 AktG on 17 December 2003.

Annual fi nancial statement and consolidated fi nancial statement

The reports from Herfort, van Kerkom, Hower, Streit, Auditors and Chartered Accountants, on the audit of the annual and consolidated fi nancial 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 fi nancial statement and management report prepared by the Board of Management on 9 March 2004; this is thus established. The consolidated fi nancial 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 fi nancial year.

Cologne, March 2004

Michael Thiess Chair of the Supervisory Board

IV Financial calendar

V Contact information

Quarterly report	beginning of May, 2004
General meeting in Cologne	June 30, 2004
Semi-annual report	beginning of August, 2004
Third-quarter Report	beginning of November, 2004

antwerpes ag antwerpes & partner ag Vogelsanger Straße 66 50823 Cologne phone: +49(0)221.92053-0 fax : +49(0)221.92053-133 email: info@antwerpes.de home: www.antwerpes.de

Communications Tanja Antwerpes phone: +49(0)221.92053-0 email: tanja@antwerpes.de

Unit Basel Wettsteinplatz 8 4058 Basel Switzerland

Branch offi ce management Melanie Hoffmann phone: +41(0)61.69020-70 fax: +41(0)61.69020-79 email: melanie.hoffmann@antwerpes.ch Investor Relations Jan Antwerpes phone: +49(0)221.92053-0 email: jan@antwerpes.de

Human Resources Pia Lindel phone: +49(0)221.92053-143 email: pia.lindel@antwerpes.de

Corporate Communications Tanja Mumme phone: +49(0)221.92053-139 email: tanja.mumme@antwerpes.de

DocCheck® Medical Services GmbH Dr. Frank Antwerpes phone: +49(0)221.92053-0 email: frank@antwerpes.de

DocCheck® Medizinbedarf und Logistik GmbH (anciently Albert Geisselmann Medizinbedarf GmbH) Helmut Rieger phone: +49(0)7157.56565-0 email: h.rieger@doccheckshop.de

medizinstudent.de GmbH David Krüsemann phone: +49(0)700.67883368 email: david@medizinstudent.de