SLEEPZ AG — Annual Report 2010

May 16, 2011

bmp Aktiengesellschaft

Berlin

Jahresabschluss zum Geschäftsjahr vom 01.01.2010 bis zum 31.12.2010 - englische Fassung -

Financial Statement for the Year 2010

MANAGEMENT REPORT FOR BUSINESS YEAR 2010

On the whole, business year 2010 was a good one for bmp AG. The Venture Capital business performed successfully. Two new investments were made through bmp Media Investors AG & Co. KGaA (“Media Investors”) (Xamine GmbH and vertical techmedia AG). Media Investors’ interests in nugg.ad AG and Nokaut Sp. z o.o. were sold very successfully in trade sales. Furthermore, the investment of bmp AG, Tembit GmbH and the investments of Media Investors in Brand New World and Shotgun Pictures GmbH were sold in the context of management buy-backs.

At €1.1 million, sales revenue was just under the previous year’s figure of €1.4 million. bmp AG also won a contract to manage a €20 million early-stage fund in Brandenburg following a pan-European invitation to tender.

The Private Equity Advisory business provided support only for existing customers.

bmp AG generated a profit under HGB of T€ 634 in business year 2010. Equity increased to €13.4 million or from 82% to 89% of total assets.

Cash in hand and bank balances declined from €3.0 million as at 31 December 2009 to €1.0 million as at 31 December 2010. Marketable securities increased from €0.3 million on 31 December 2009 to €3.6 million on 31 December 2010.

In addition to the considerable improvement in earnings performance, bmp also significantly increased level 2 liquidity from primary operations while reducing the debt to KfW by €1.3 million in business year 2010.

1. Market Developments and Market Position

The regional investments in the area of direct investments for bmp are concentrated on the two markets of Germany and Poland, with a large majority of the investments in Germany.

According to data (Annual Report 2010) from the German Private Equity and Venture Capital Association (BVK Bundesverband Deutscher Kapitalbeteiligungsgesellschaften e.V.), the German private equity industry recovered considerably following heavy losses due to the financial and economic crisis of 2010.

The investment level increased considerably and sustainably over 2009. Private equity investments in Germany amounted to €4.44 billion, a year-on-year increase of 59%. Approximately 15% of this related to venture capital investments, i.e. a slightly lower percentage than in 2009 (23.2 %). The volume calculated in euro stagnated at the previous year’s level of approximately € 650 million. As in previous years, the majority of investments concerned buy-out transactions (57%).

The environment for the sale of investments eased again in 2010, even though the effects of the financial and economic crisis was still felt. The volume of investment sales reached € 2.75 billion, which represents an increase of 31% compared with the previous year’s value of € 2.1 billion. The rise is due to an increase in exits via the stock exchange and sales to other investment companies. Trade sales achieved a share of 14%. Their volume fell by approximately 40% to € 382 million.

The Executive Board of bmp AG expects the improved market environment for the venture capital industry to continue for the rest of 2011. bmp AG will hold its market position as a financer of innovative growth companies by means of targeted investment activities and remains cautious but confident regarding the external overall conditions for venture capital in Germany and Poland in 2011.

In the area of Fund Investments, our partner König & Cie expects to see a recovery in demand for private equity retail products, hence we are forecasting a slight increase in the limited partner’s interest for the König & Cie. International Private Equity II GmbH & Co. KG fund.

2. Business Development

Venture Capital Direct Investments

The number of holdings in the bmp Group has decreased from 16 to 13 investments.

All of the investments come from the two markets which are relevant for bmp, namely Poland and Germany. Two new investments in Xamine GmbH and vertical techmedia AG were made by bmp Media Investors. At the same time, there were five disposals from the portfolio: The nokaut Sp. z o.o. investment in Poland was sold to a financial investor while the German nugg.ad AG was sold to the Deutsche Post Group. The Tembit GmbH, Brand New World and Shotgun Pictures GmbH investments were sold to their management. In addition to the purchase price already received, debtor warrants were also agreed in some cases.

bmp AG ‘s portfolio now has five companies which do not belong to the media and marketing services area and which are to be sold in the near future: Newtron AG, ergoTrade AG, Heliocentris Energy Solutions AG, European Telecommunication Holding AG and Revotar Biopharmaceuticals AG. A purchase agreement has already been concluded for the ergoTrade AG shares, which is still subject to approval by the cartel authorities. In the case of Revotar AG, we expect positive value development after good top line results of a COPD study were announced at the end of February 2011.

At the end of the year, bmp Media Investors AG & Co. KGaA held eight investments, two of which two are expected to be sold in 2011.

Overall investments in the area of direct venture capital investments via all bmp companies in business year 2010 amounted to a total of € 2.0 million. Most of this (€ 1.4 million) related to investments by bmp Media Investors. It made follow-up investments in some existing investments and added the two new investments mentioned above. bmp AG invested € 0.6 million in the existing investments.

Private Equity Advisory

bmp Private Equity structures and carries out programmes in the business area of fund-of-funds for institutional and private investors.

Investments in funds are not made for the balance sheet of and on account of bmp. It is active in this business as an advisor only. Accordingly, the business model here for bmp is not to generate gains on disposals but rather to gain advances on profits, management fees and consultancy fees. The remuneration for management services in this case may depend on performance, as for the partnership with König & Cie.

The most important partner in this area of business remains the Hamburg issuing house König & Cie. Since the year 2005, König & Cie. has expanded its range of products to include the asset class private equity. bmp collaborates with this fund initiator during the course of such activities and has become a consultant up to now for two private equity funds-of-funds which were launched by König & Cie. The first is König & Cie. International Private Equity GmbH & Co. KG (INPEQ I), which was launched in 2005 and closed in 2007 with a volume of around €37.5 million.

The second fund INPEQ II has been in the placement process since. bmp acts as a consultant to both funds in the selection and evaluation of target funds. The management fees and performance-based remuneration are received by König & Cie. Private Equity GmbH, in which bmp AG holds a 50% interest.

3. Organisation and Employees

The bmp core team has worked together for over ten years. This has created a strong basis for the Company‘s further development. All important functions are occupied by highly qualified persons. The duties and responsibilities of the Executive Board are divided as follows: CEO Oliver Borrmann is in charge of the areas of Overall Strategy, Direct Investments and Public and Investor Relations. Before retiring on 31 January 2011, Ralph Günther was responsible for Private Equity Advisory. Andreas van Bon has now assumed responsibility for this area. Andreas van Bon is in charge of Finance, Controlling, HR, Legal and IT. In business year 2009, bmp AG had an average of 11 salaried employees and one trainee. As at the balance sheet date, eleven permanent employees and one trainee were working for bmp AG, two of whom on a part-time basis.

4. Financial Situation

Profit situation

bmp AG reported net income of T€ 634 according to HGB for business year 2010. Earnings therefore rose significantly as against the previous year, in which the company had reported a net loss of T€ 8,059. Sales revenue amounted to T€ 1,144 after T€ 1,378 in the previous year. Other operating income increased from T€ 329 to T€ 2,551, due mainly to the releases granted by the KfW banking group on the refinancing loans and the reversals of write-downs on financial assets and affiliated companies.

At T€ 1,316, personnel expenses were up 21% on 2009 due to performance-related remuneration. Other operating expenses climbed from T€ 1,121 to T€ 1,212.

Write-downs on financial assets and securities fell significantly from T€ 6,272 to T€ 1,006.

The return on equity, measured by net income for the business year and in relation to average equity, was 5%.

Asset and capital structure

Fixed assets mainly include shares in affiliated companies and joint ventures, shares in investment companies and loans to these companies. At T€ 9,127, these account for 99.6% of fixed assets. Current assets climbed by 56% from T€ 3,687 to T€ 5,760. Cash in hand and bank balances amounted to T€ 1,018 at the end of business year following T€ 3,035 in 2009. Total assets declined from €15.4 million to €15.0 million.

Equity rose 5% from €12.7 million to €13.4 million. Liabilities and provisions declined from €2.7 million to €1.6 million. €1.2 million of this relates to the refinancing loans from KfW.

5. Opportunities and Risks of Future Developments, Risk Management

Private Equity Advisory/Fund Management

The area of Private Equity Advisory remains dependent on a single client, König & Cie. in Hamburg. We are not expecting the business area to expand beyond this client relationship. There is a contract with BFB Frühphasenfonds Brandenburg GmbH in Fund Management.

Direct Investments

Venture capital is speculative or risk capital, granted with the aim of achieving high returns. Compared to other forms of financing, venture capital clearly has a higher risk potential and requires a high degree of support. Since the companies neither generate profits, nor can the success of their business model be taken for granted at the time the investment is made, this presents a high risk for the Company and the bmp Group. In principle, this risk increases significantly with greater proximity to the founding of the company.

Time of disposal and attainable disposal proceeds

In the area of direct investments, the bmp Group primarily profits from the sale of investments to an institutional or industrial investor (trade sale) or by floatation (IPO). Furthermore, some investments are sold to the founders or co-shareholders as a management buy back. These sales methods are also called exit channels. The Company cannot guarantee that an investment can be sold at a profit or sold at all. The sale of investments becomes particularly difficult in weak capital markets and this can therefore lead to negative results for the bmp Group.

Uncertainty of the economic development of individual companies in the portfolio

Write-offs of investments or even the total loss of investments due to insolvency cannot be avoided despite many years of business experience and intensive investment controlling, nor are they unusual especially with early stage financing. bmp AG counteracts the financial effects of a drop in value of investments through early support and counter-measures, through the continuous improvement of due diligence and investment controlling, as well as appropriate provisions for risk (recognising valuation allowances) in its balance sheet measurement.

Financing risks

In the past, the bmp Group endeavoured to obtain funds for co-financing and re-financing of investments from public loan programmes in order to reduce the risk of defaults from investments in individual companies in the portfolio, especially with companies in the initial stages of development. The refinancing loans with a remaining volume of € 1.2 million had a fixed term, which is generally ten years. The last remaining refinancing loan has a term to 30 September 2012.

Risks from foreign companies

bmp’s foreign investments are subject to the laws of each respective country. Furthermore, certain contracts concluded by the bmp Group are subject to country-specific laws. The Company is thus exposed to the usual dangers and risks of a foreign legal system. The application of foreign law as well as country-specific conditions can thus lead to unexpected risks. At the current time, bmp’s only foreign investments are in Poland.

Liability associated with the disposal of investments

In terms of the disposal of investments, the bmp Group as the seller or – under some circumstances – as a partner with the participation of other investors may have to grant extensive guarantees particularly in regard to tax liabilities in favour of the purchaser or the purchasers. In addition, the bmp Group may also be compelled to grant exemption from certain company-specific risks. The bmp Group strives to limit the liability arising from such guarantees and exemptions to a certain percentage of the purchase price, insofar as guarantees are accepted at all. The bmp Group cannot rule out that in some individual cases such liabilities will occur.

Risks of changes in interest rates

The bmp Group arranges fixed interest rates on all credits, loans and callable bonds for their entire terms. Consequently there are no associated risks with changes in interest rates. However, variable interest rates are assessed on all current money investments.

Currency risks

In the past, the bmp Group has used various methods to pay in foreign currency for the acquisition of an investment or to receive payment for the disposal of an investment. Depending on the time of the initial investment and its disposal, there may also be a capital gain or loss due to currency fluctuation in addition to the gain or loss from the disposal.

Company dependence on key personnel

A wide area of expertise as well as a highly developed network of personal connections and important contacts are key to the successful management of a private equity firm. The core bmp team has this expertise and a network of personal connections and importance contacts with companies and persons relevant to the business activities of the company. The success of the Company is thus primarily dependent on these persons.

Company dependence on economic cycles and financial markets

The economic success of bmp AG in the area of venture capital is primarily dependant on the price at which it can acquire its investments or holdings, the positive development of the companies in the investment portfolios and the disposal proceeds generated. A negative commercial development for all, several or individual companies in the portfolio can be caused by various external or internal factors that the Company or the bmp Group may not be able to influence. The economic success of the bmp Group is to a considerable degree dependant on the general economic development, the development of the industries in which the companies of the bmp Group have invested, and the overall development of the financial markets. This also applies to fund management and investment.

Overall evaluation and risk management

bmp has recognised extensive provisions for all discernible individual risks in its 2010 annual financial statements. Activities in the area of risk management were expanded further in 2010. A quality manual has been created. bmp has developed an integrated system of investment controlling which allows it to assess the quantity and quality of risks arising in its investment business. In addition to comparing forecast and actual data at both an investment level and Group level, the system enables full reporting while satisfying the purpose of a management information system.

Economic developments in our holdings are monitored via intensive contact with the companies. The carrying amounts and the value development of investment companies are reviewed quarterly with suitable financial mathematical models. Depending on the type and degree of development of the investment companies, various valuation models are used to check whether or not the fair value lies above amortised cost. The ongoing tracking of fair values and investment controlling make it possible to take appropriate measures to counteract undesirable developments in the equity investments.

bmp’s current liquidity is adequate for its existing business and will enable business to be expanded. From the present point of view, should the risks already described occur individually or together they would still not pose a danger to the continued existence of the bmp Group. In the view of the Executive Board, the bmp Group has lasting capability to remain in existence over the long term.

Remuneration system

Until 31 December 2010, total remuneration of the Executive Board essentially consisted of a fixed salary and a variable salary component. The fixed salaries include a basic remuneration, which is paid as a fixed monetary remuneration for the year as a whole in twelve monthly instalments, as well as payments for insurance policies and benefits-in-kind in the form of company vehicles which can also be used for private purposes. The variable salary component includes a claim to a profit-sharing bonus which falls due upon completion of the year-end financial statements. The bonus amount depends on the earnings before tax at bmp AG in accordance with the HGB and is staggered as follows:

If earnings before tax at bmp AG amount to at least € 0.5 million in accordance with HGB, the entire Executive Board receives 10% of the earnings before tax at bmp AG according to HGB. If bmp AG’s pre-tax earnings exceed €2.5 million in accordance with HGB, the Executive Board receives 8.5%. If bmp AG’s pre-tax earnings exceed €3.5 million in accordance with HGB, the Executive Board receives 6%. There is also a bonus agreement for Ralph Günther that compensates him for his acquisition performance in the area of fund investments.

In line with our Articles of Association, the members of our Supervisory Board have a claim to reimbursement of their expenses and to remuneration.

The fixed remuneration consists of an annual basic salary and remuneration per meeting day.

The Supervisory Board has the right to a performance-related bonus if the annual financial statements show a net balance sheet profit according to HGB minus at least 4% of the capital contributions on the lowest issue amount for shares, starting at € 0.20 cent per share outstanding.

Finally, the Company has taken out a D&O insurance for the members of the Executive Board and Supervisory Board.

Appointing and dismissing members of the Executive Board, amendments to the Articles of Association

The appointment and the dismissal of members of the Executive Board of bmp Aktiengesellschaft are covered in sections 84 and 85 AktG in conjunction with Article 7 of the Articles of Association.

In accordance with section 84 AktG, the Executive Board is appointed by the company’s Supervisory Board for a term of up to five years. In exceptional cases only, a member of the Executive Board can also be appointed by the court in accordance with section 85 AktG.

The Executive Board of bmp Aktiengesellschaft consists of one or more members. Of the current three members on the Executive Board, the Supervisory Board of bmp Aktiengesellschaft appointed one as Chairman of the Executive Board in accordance with the law and the Articles of Association. The Supervisory Board can revoke this appointment and the general appointment to the Executive Board with due cause.

In line with section 179 (1) AktG, all amendments to the Articles of Association require a resolution from the General Stockholders’ Meeting. The General Stockholders’ Meeting can transfer its authority to amend the Articles of Association to the Supervisory Board only in cases where changes affect the wording only. There is a general authorisation in Article 17 of the Articles of Association

In accordance with section 179 (2) AktG, a resolution to amend the Articles of Association requires a minimum three-quarter majority of the capital represented at the adoption of the resolution. Otherwise, resolutions by the General Stockholders’ Meeting in accordance with section 133 AktG are adopted by a simple majority of submitted votes in accordance with Article 22 of the Articles of Association of bmp AG, if a larger majority is not required under mandatory legal requirements.

Shares and capital

The fully paid in capital amounted to €17,500,000.00 as at the balance sheet date. It is divided into 17,500,000 no-par-value bearer shares. All shares are vested with same rights.

The Executive Board is authorised, with the approval of the Supervisory Board, to increase the share capital of the company on one or several occasions up to a total of €8,750,000 by issuing new bearer shares against cash or non-cash contributions (Authorised Capital 2006/I) until 27 June 2011, and in doing so stipulate the terms for issuing shares.

The Executive Board is also authorised, with the approval of the Supervisory Board, to buy back shares up to 10% of the share capital of €17.5 million.

No further disclosures are required under section 315 (4) HGB.

Integrated internal control and risk management system for the accounting process

The accounting-related internal control and risk management system that is crucial to the financial statements of bmp AG includes measures that are intended to provide comprehensive, correct and up-to-date communication of information that is required to prepare the annual financial statements and the management report of bmp AG. These measures are intended to minimise the risk of material misstatements in accounting and external reporting.

Accounting is organised centrally. All services pertaining to accounting and controlling are performed at the company’s headquarters.

Uniform accounting based on the regulations applicable to the parent company is guaranteed by central processing and central accounting policies. Using the central accounting guideline, the proper measurement of investments is ensured by consistently observing the dual control principle.

Corporate governance declaration

A corporate governance declaration has been published on our homepage www.bmp.com under “Investor Relations/Corporate Governance/Corporate Governance Declaration”.

Events after the balance sheet date and forecast report

In the first quarter of 2011, the investment in ergoTrade AG was sold to the SIMS Group. The disposal is currently still subject to the suspensive condition of the approval of the responsible antitrust authorities.

At his own request, Ralph Günther left the Executive Board of the company as at 31 January 2011 to take on new professional challenges. His duties will all be performed by his colleagues on the Executive Board.

The Executive Board is optimistic about the market environment for 2011. We expect investment activity to improve and that exits and/or valuation-relevant financial measures will enable us implement our investments. The company is planning to focus its own investment activities on Media & Marketing Services and to streamline its organisation. In the context of these activities, we have already sold ECO Investors Germany GmbH in the first quarter of 2011 and resolved to merge bmp Media Investors AG & Co. KGaA bmp AG retroactively to 1 January 2011.

Due to the positive start to business year 2011, the Executive Board is confident of generating a good return on equity again in the ongoing business year.

Berlin, 14 April 2011

Oliver Borrmann

Andreas van Bon

Balance Sheet as at 31 December 2010

Assets

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	EUR	EUR	EUR	31.12.2009 TEUR
A. Fixed assets
I. Intangible assets
Software		562.58		2
II. Tangible assets
Other plant, factory & office equipment		34,708.16		28
III. Financial assets
1. Shares in affiliated companies	6,950,159.93			8,159
2. Investments	2,146,205.45			3,554
3. Loans to investee companies
	30,533.50			0
4. Securities of non-current assets	1.00	9,126,899.88	9,162,170.62	0
B. Current assets
I. Accounts receivable and other assets
1. Trade accounts receivable
	24,694.39			3
2. Receivables from affiliated companies
	797,782.69			31
3. Receivables from investee companies
	0.00			1
4. Other assets	302,485.46	1,124,962.54		312
II. Securities
Other securities		3,616,910.44		305
III. Cash on banks and cash on hand		1,018,450.24	5,760,323.22	3,035
C. Prepaid expenses			37,169.19	13
			14,959,663.03	15,443
Liabilities
		EUR	EUR	31.12.2009 TEUR
A. Shareholders` equity
I. Subscribed capital		17,500,000.00		17,500
II. Capital reerves		2,131,638.60		2,132
III. Accumulated net loss		-6,276,428.88	13,355,209.72	-6,910
B. Provisions
Other provisions			190,273.20	126
C. Liabilities
1. Liabilities to banks		1,216,873.30		2,483
2. Trade accounts payable		121,703.30		47
3. Liabilities to affiliated companies		12,822.29		21
4. Other liablilities		62,781.22	1,414,180.11	44
thereof from taxes: 62,781.22 € (previous year: 19 T€)
			14,959,663.03	15,443

Berlin, 14. April 2011

Profit and Loss Statement for the Period from 01.01.2010 to 31.12.2010

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		EUR	01.01.-31.12.09 TEUR
1. Sales revenue
a) Income from disposal of investments and marketable securities	456,519.26		1,367
b) Income from consulting and commissions	687,353.47	1,143,872.73	11
2. Other operating income		2,551,137.38	329
3. Reduction in book value of investments and marketable securities		-282,218.64	-1,424
4. Staff costs
a) Wages and salaries	-1,137,505.94		-943
b) Social security contributions and costs for pensions and support	-178,580.42	-1,316,086.36	-141
- thereof cost for pensions: 9,913.80 € (previous year: 10 T€)
5. Depreciations
a) Depreciation on intangible and tangible fixed assets		-10,919.59	-17
6. Other operating expenses		-1,212,109.52	-1,121
7. Income from investments		662,699.68	209
- thereof from affiliated companies: 662.699,68 EUR (previous year: 209 TEUR)
8. Interest and similiar income		220,819.83	266
- thereof from affiliated companies: 162.666,80 EUR previous year: 0 TEUR)
9. Depreciations on investments and marketable securities		-1,005,713.84	-6,272
10. Interest and similiar expenses		-97,005.36	-171
- thereof to affiliated companies: 0.00 € (previous year: 0 T€)
11. Expenses from transfer of losses		-19,829.83	-151
12. Result from ordinary aktivities		634,646.48	-8,058
13. Other taxes		-1,136.76	-1
14. Net result		633,509.72	-8,059
15. Profit carried forward from previous year		-6,909,938.60	1,149
16. Accumulated net loss		-6,276,428.88	-6,910

Statement of Fixed Assets

Historical Costs

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	01.01.2010 EUR	Additions EUR	Disposals EUR	Transfers EUR	31.12.2010 EUR
I. Intangible assets
1. Concessions, licences and similar goodwill	129,217.82	0.00	0.00	0.00	129,217.82
	129,217.82	0.00	0.00	0.00	129,217.82
II. Tangible assets
1. Other plant, factory and office equipment	268,458.37	16,592.17	0.00	0.00	285,050.54
	268,458.37	16,592.17	0.00	0.00	285,050.54
III. Financial assets
1. Shares in affiliated companies	12,912,728.71	122,000.00	2,338,287.27	-37,750.00	10,658,691.44
2. Investments	11,623,488.47	589,507.16	938,076.62	-1,372,477.65	9,902,441.36
3. Loans to investee companies	149,940.67	38,212.50	0.00	0.00	188,153.17
4. Securities of non-current assets	7,073.00	0.00	0.00	0.00	7,073.00
	24,693,230.85	749,719.66	3,276,363.89	-1,410,227.65	20,756,358.97
Total fixed assets	25,090,907.04	766,311.83	3,276,363.89	-1,410,227.65	21,170,627.33

Accumulated Depreciations

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	01.01.2010 EUR	Additions EUR	Disposals EUR	Appreciations EUR	Transfers EUR	31.12.2010 EUR
I. Intangible assets
1. Concessions, licences and similar goodwill	127,717.52	937.72	0.00	0.00	0.00	128,655.24
	127,717.52	937.72	0.00	0.00	0.00	128,655.24
II. Tangible assets
1. Other plant, factory and office equipment	240,360.51	9,981.87	0.00	0.00	0.00	250,342.38
	240,360.51	9,981.87	0.00	0.00	0.00	250,342.38
III. Financial assets
1. Shares in affiliated companies	4,753,818.78	0.00	443,287.27	602,000.00	0.00	3,708,531.51
2. Investments	8,069,003.45	979,783.84	710,801.38	600,000.00	18,250.00	7,756,235.91
3. Loans to investee
companies	149,939.67	7,680.00	0.00	0.00	0.00	157,619.67
4. Securities of non-current assets	7,072.00	0.00	0.00	0.00	0.00	7,072.00
	12,979,833.90	987,463.84	1,154,088.65	1,202,000.00	18,250.00	11,629,459.09
Total fixed assets	13,347,911.93	998,383.43	1,154,088.65	1,202,000.00	18,250.00	12,008,456.71

Book Value

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	31.12.2010 EUR	31.12.2009 EUR
I. Intangible assets
1. Concessions, licences and similar goodwill	562.58	1,500.30
	562.58	1,500.30
II. Tangible assets
1. Other plant, factory and office equipment	34,708.16	28,097.86
	34,708.16	28,097.86
III. Financial assets
1. Shares in affiliated companies	6,950,159.93	8,158,909.93
2. Investments	2,146,205.45	3,554,485.02
3. Loans to investee companies	30,533.50	1.00
4. Securities of non-current assets	1.00	1.00
	9,126,899.88	11,713,396.95
Total fixed assets	9,162,170.62	11,742,995.11

NOTES TO THE ANNUAL FINANCIAL STATEMENTS AS AT 31 DECEMBER 2010

1. ACCOUNTING POLICIES

This annual financial statements were prepared in accordance with the provisions of the Handelsgesetzbuch (HGB – German Commercial Code) and the Aktiengesetz (AktG – German Stock Corporation Act). Tax regulations were used in measurement. The income statement has been prepared in accordance with the total cost format. The closing balance sheet as at 31 December 2009 is identical to the opening balance sheet as at 1 January 2010. The company has utilised the corresponding retention and measurement options of the Bilanzrechtsmodernisierungsgesetz (BilMoG - German Accounting Law Modernisation Act).

As a listed company, bmp Aktiengesellschaft, Berlin (“bmp AG”) is considered a large corporation under section 267 (3) sentence 2 HGB.

The balance sheet has been prepared in the form prescribed for large corporations in accordance with section 266 HGB. The income statement has been prepared in accordance with the total cost format in line with section 275 (2) HGB.

Intangible assets

Intangible assets are recognised at cost less cumulative amortisation. Amortisation is recognised on a straight-line basis.

Tangible assets

Tangible assets are recognised at cost less cumulative depreciation. Depreciation is recognised on a straight-line basis.

Low-value assets

Low-value assets with a cost of up to €150 are written off in full in the year of acquisition in accordance with section 6 (2) sentence 1 of the Einkommensteuergesetz (EStG – German Income Tax Act). Low-value assets with a cost between €150 and €1,000 are written down on a straight-line basis over a period of five years in accordance with section 6 (2) a EStG.

Financial assets

Shares in affiliated companies are recognised at cost.

Investments in subscribed capital are recognised at cost. Capital contribution obligations exceeding this are reported under other financial obligations.

Write-downs are recognised to carry assets at their lower fair value as at the reporting date.

Receivables and other assets

Receivables and other assets are reported at nominal amount. Actual risks are accounted for with specific valuation allowances.

Securities

Securities are recognised at cost. Where necessary, they are written down to the lower fair value in accordance with section 253 (3) HGB.

Prepaid expenses and deferred income

Expenses paid before the reporting date are reported as prepaid expenses if they relate to expenses for a certain time after this date. Income is reported as deferred income if it represents income for a certain time after the reporting date.

Other provisions

Provisions are recognised for uncertain obligations in the amount necessary deemed in line with prudent business judgement.

Liabilities

Liabilities are reported at settlement amount.

Foreign currency translation

Foreign currency transactions are translated at the current rate on the day of the transaction. Foreign currency assets and liabilities are translated at the mean spot rate at the reporting date.

Sales revenue

Income from the disposal of investments and securities is reported as sales revenue in the income statement and the corresponding expenses from the disposal of participations and securities are reported as a separate item under cost of materials.

2. INCOME STATEMENT AND BALANCE SHEET DISCLOSURES

Financial assets

Long-term investments developed as shown in the statement of changes in non-current assets.

Information on the companies in which bmp AG has a direct holding of at least 20% as at the balance sheet date can be found in the list under “Shareholdings”.

bmp AG’s shareholdings as at the balance sheet date can be broken down as follows:

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T€
Equity investments	9,902
Write-downs	-7,756
Total	2,146

Receivables and other assets

All receivables and other assets are due within one year.

Subscribed capital

The fully paid in capital amounted to €17,500,000 as at the balance sheet date. It is divided into 17,500,000 no-par-value bearer shares.

Authorised capital

The General Stockholders’ Meeting on 27 June 2006 resolved to revoke the existing authorised capital and to create new authorised capital.

The Executive Board is authorised, with the approval of the Supervisory Board, to increase the share capital of the company on one or several occasions up to a total of €8,750,000 by issuing new bearer shares against cash or non-cash contributions (Authorised Capital 2006/I) until 27 June 2011, and in doing so stipulate the terms for issuing shares.

The pre-emption rights of shareholders can be disapplied:

a) for the acquisition of companies, parts of companies or investments in companies in exchange for shares in the company,

b) to issue shares to strategic partners,

c) if a capital increase against cash contributions does not exceed 10% of the share capital of the company and the issue price of the shares is not substantially less than the market price

d) to eliminate fractional amounts.

Capital reserves/revenue reserves

Premiums from the capital increases are transferred to capital reserves in accordance with section 272 (2) no. 1 HGB.

Other provisions

Other provisions were recognised for outstanding claims for holidays (T€ 32), costs for accounting, financial statements and audits (T€ 71), Executive Board bonuses (T€ 71), outstanding invoices (T€ 13) and other provisions (T€ 4).

Liabilities

Total liabilities as at 31 December 10 are broken down by remaining term as follows:

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	Remaining term
	Less than 1 year T€	1 to 5 years T€	More than 5 years T€	Total T€
---	---	---	---	---
Liabilities to banks	0	1,217	0	1,217
Trade payables	122	0	0	122
Liabilities to affiliated companies	12	0	0	12
Other liabilities	63	0	0	63
Total	197	1,217	0	1,414

Liabilities to banks are KfW refinancing loans. Liabilities to KfW are secured by assigning all of bmp AG’s claims from the refinanced investments.

Sales revenue

Sales revenue includes income from disposal of investments and securities (T€ 457) and income from consulting and commission (T€ 687).

Other operating income

The position „Other operating income” includes, among other things, income from revaluation of financial assets (T€ 1,202), release from refinancing liabilities (T€ 842) and income from services to affiliated companies (T€ 344).

Write-downs

In the business year, financial assets were written down to lower fair value in the amount of €1,006 in accordance with section 253 (2) sentence 3 HGB.

Deferred taxes

Investment business is exempt from taxes on income. The 5% flat rate does not result in taxable profits due to current costs. Furthermore, there are sufficient tax loss carryforwards in particular.

OTHER DISCLOSURES

Contingent liabilities

It is customary when selling shares in holding companies that that financial investors must extend guarantees and assurances to the purchasers. As is standard practice in the industry, bmp AG has assumed extensive guarantees and assurances when selling shares.

Other financial obligations

Obligations from rental and leasing agreements amount to T€ 114 for 2011 and T€ 329 for later years. There are still payment obligations to investment holdings of T€ 631.

There was a profit transfer agreement with bmp Beteiligungsmanagement AG under which losses of T€ 20 must be compensated. The agreement was terminated in December 2010.

Shareholdings

A list of companies in which the company has a shareholding of at least 20% either directly or indirectly within the meaning of section 285 no. 11 HGB can be found under "Shareholdings”.

Auditors’ fees

The following auditors’ fees were recognised as expenses in business year 2010:

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In T€
Fee for financial statements and audits	44
Tax advisory fees	11
Other services	1
Total	56

Information on the company’s executive bodies

Executive Board

The members of the Executive Board of bmp AG in business year 2010 were:

Oliver Borrmann, businessman, Chairman

Ralph Günther, businessman

Andreas van Bon, businessman

Remuneration of the Executive Board

The members of the Executive Board of bmp AG each receive fixed remuneration, remuneration in kind and variable salary components arranged on an annual basis.

The fixed remuneration consists of a basic salary and contributions to life insurance policies, the remuneration in kind consists of company vehicles, which may also be used for private purposes and benefits as outlined in section 3 no. 33 EStG. The variable component consists of a percentage share of profits and, if applicable, a bonus.

If the pre-tax earnings under HGB amount to at least €0.5 million, the percentage of profit share for each member of the Executive Board amounts to 3% of the pre-tax earnings of bmp AG under HGB and 4% for the Chairman of the Executive Board. For the pre-tax earnings of bmp AG under HGB in excess of €2.5 million, each Executive Board member receives 2.55% of the pre-tax earnings of bmp AG under HGB, the Chairman 3.4%. For the pre-tax earnings of bmp AG under HGB in excess of €3.5 million , each Executive Board member receives 1.8% of the pre-tax earnings of bmp AG under HGB, the Chairman 2.4%.

In addition, there is a bonus agreement with Mr. Günther for 3.5% of the cash value of future cash flows generated by newly acquired assets under management in the Private Equity Advisory area. The bonus entitlement is only effective in the case of a primary profit share and 50% of this bonus will be offset against the primary bonus.

Individually, the following persons received:

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In T€	Fixed remuneration	Contributions to insurance	Company car	Variable remuneration	Reimbursed expenses
Oliver Borrmann	165	14	6	29	0
Ralph Günther	150	15	7	21	1
Andreas van Bon	150	14	7	21	0
Total	465	43	20	71	1

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In T€	Total 2010	Total 2009
Oliver Borrmann	214	179
Ralph Günther	194	174
Andreas van Bon	192	173
Total	600	526

Other offices held by the Executive Board

Mr. Borrmann is on the Supervisory Board of the following companies:

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ergoTrade AG	year-round
Newtron AG	year-round
brand eins Medien AG (Chairman)	year-round
Revotar Biopharmaceuticals AG (Chairman)	year-round
Heliocentris Energy Solutions AG (Chairman)	year-round
bmp Media Investors AG & Co. KGaA (Chairman)	year-round

As at 31 December 2010, Mr. Borrmann was also still a managing director of Central & Eastern Europe Venture GmbH and ECO Investors Germany Management GmbH.

As at the reporting date, Mr. Günther was a managing director of Central & Eastern Europe Venture GmbH, König & Cie. Private Equity Management GmbH and König & Cie. II. Private Equity Beteiligungs- und Treuhand GmbH.

Mr. van Bon is on the Supervisory Board of the following company:

bmp Beteiligungsmanagement AG (Chairman) – year-round

Mr. van Bon is also a managing director of König & Cie. Private Equity Management GmbH and König & Cie. II. Private Equity Beteiligungs- und Treuhand GmbH.

Supervisory Board

The Supervisory Board of bmp AG in the business year consisted of:

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Gerd Schmitz-Morkramer, Munich Chairman of the Supervisory Board	Lawyer
Bernd Brunke, Berlin, Vice Chairman of the Supervisory Board	Partner at Roland Berger Strategy Consultants
Ulrich Ankele Member of the Supervisory Board	Director of KfW (retired)

Total payments to the members of the Supervisory Board of bmp AG in business year 2010 amounted to T€ 50.

In total, each Supervisory Board member was entitled to the following remuneration:

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In T€
Gerd Schmitz-Morkramer	27
Bernd Brunke	13
Ulrich Ankele	10
Total	50

Mr. Schmitz-Morkramer was or is on the Supervisory Board of the following companies:

YOC AG (Chairman)year-round

Mr. Brunke and Mr. Ankele have no further mandates on supervisory boards or other controlling bodies.

Shareholdings of the Executive Board and the Supervisory Board as at 31 December 2010

The members of the Executive Board held 2,966,264 shares, the members of the Supervisory Board held none.

Employees

In the business year, bmp AG had an average of 11 salaried employees including the Executive Board and one trainee.

German Corporate Governance Code

The bmp AG Executive Board has issued the declaration required by section 161 AktG with the individual adjustments for bmp AG and made it available to shareholders on the Internet at www.bmp.com.

Reported shareholdings in accordance with section 21 (1) or (1a) WpHG as at 31 December 2010

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Oliver Borrmann	16.78%
Roland Berger Group	8.83%
Walther Group	7.53%
ING Towarzystwo Funduszy Inwestycyjnych S.A	9.96%

bmp AG did not publish any notifications in accordance with section 26 (1) WpHG in business year 2010.

Responsibility statement

To the best of our knowledge, and in accordance with the applicable reporting principles for financial reporting, the annual financial statements give a true and fair view of the assets, liabilities, financial position and profit or loss of the company, and the management report of the company includes a fair review of the development and performance of the business and the position of the company, together with a description of the principal opportunities and risks associated with the expected development of the company.

Shareholdings of bmp AG as at 31 December 2010

Companies in which the company has a direct or indirect investment within the meaning of section 285 no. 11 HGB

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Subsidiaries:
Name	Share (%)		Equity at 31 December 2010 T€		Annual result 2010 T€
---	---	---	---	---	---	---
bmp Media Investors AG & Co. KGaA, Berlin	100.00%		6,851		2,768
bmp Beteiligungsmanagement AG, Berlin	100.00%		39		0
Central & Eastern Europe Venture GmbH, Berlin	100.00%		-20,681		-169
Joint ventures
König & Cie. Private Equity Management GmbH, Hamburg	50.00%		638	(1)	235	(1)
ECO Investors Germany Management GmbH, Berlin	50.00%		-49		-72
ECO Investors Germany Founders GmbH & Co. KG, Berlin	50.00%		4		0
ECO Investors Germany I GmbH & Co. KG, Berlin	50.00%		1		0
Investments:
Name	Share (%)		Equity at 31 December 2010 T€		Annual result 2010 T€
Republika Kobiet Sp. z o.o., Warsaw/Poland*	74.97%	(2)	TPLN -68	(1)	TPLN -64	(1)
ergoTrade AG, Oberding	49.99%		1,500	(1)	385	(1)
GreenHanger GmbH, Berlin*	49.97%		-750	(1)	-456	(1)
Xamine GmbH, Munich*	49.42%		-68	(1)	-8	(1)
Revotar Biopharmaceuticals AG, Hennigsdorf	38.97%		3,805	(1)	-2,811	(1)
Newtron AG, Dresden	32.25%		-1,148	(1)	92	(1)
Self Loading Content GmbH, Berlin*	29.68%		50	(1)	-993	(1)
vertical techmedia AG, Munich*	22.50%		n.a.		n.a.
(1) Balance sheet data as at 31 December 2009
(2) Voting rights less than 50%
n.a.= not available

* Indirect investment, held directly by bmp Media Investors AG & Co. KGaA

Berlin, 14 April 2011

Oliver Borrmann, Executive Board

Andreas van Bon, Executive Board

The consolidated accounts of bmp AG drawn up in the German language were audited by the auditing firm Verhülsdonk & Partner GmbH and endorsed with an unqualified audit certificate on April 2010.

This English translation of our Annual Report was prepared to the best of our knowledge and belief, but it has not been certificated. The German version of the Annual Report is the authoritative version.

The Management Board