Barón de Ley, S.A. and Subsidiaries

Transcription

1 Barón de Ley, S.A. and Subsidiaries I Consolidated Financial Statements for 2008 and 2007 prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union. Translation of consolidated financial statements originally issued in Spanish and prepared in accordance with IFRSs as adopted by the European Union (see Notes 2 and 29). In the event of a discrepancy, the Spanish-language version prevails.

2 Translation of a report originally issued in Spanish based on our work performed in accordance with generally accepted auditing standards in Spain and of consolidated financial statements originally issued in Spanish and prepared in accordance with IFRSs as adopted by the European Union (see Notes 2 and 29). In the event of a discrepancy, the Spanish-language version prevails. AUDITORS' REPORT ON CONSOLIDATED FINANCIAL STATEMENTS To the Shareholders of Barón de Ley, S.A.: 1. We have audited the consolidated financial statements of Barón de Ley, S.A. (the Parent) and Subsidiaries (the Group) comprising the consolidated balance sheet at 31 December 2008 and the related consolidated income statement, consolidated cash flow statement, consolidated statement of changes in equity and notes to the consolidated financial statements for the year then ended. The preparation of these consolidated financial statements is the responsibility of the Parent's directors. Our responsibility is to express an opinion on the consolidated financial statements taken as a whole based on our audit work performed in accordance with generally accepted auditing standards in Spain, which require examination, by means of selective tests, of the evidence supporting the consolidated financial statements and evaluation of their presentation, of the accounting policies applied and of the estimates made. 2. As required by Spanish corporate and commercial law, for comparison purposes the Parent's directors present, in addition to the consolidated figures for 2008 for each item in the consolidated balance sheet, consolidated income statement, consolidated cash flow statement and consolidated statement of changes in equity, the figures for Our opinion refers only to the consolidated financial statements for On 6 March 2008, we issued our auditors' report on the 2007 consolidated financial statements, in which we expressed an unqualified opinion. 3. In our opinion, the accompanying consolidated financial statements for 2008 present fairly, in all material respects, the consolidated equity and consolidated financial position of Baron de Ley, S.A. and Subsidiaries at 31 December 2008 and the consolidated results of their operations, the changes in the consolidated equity and their consolidated cash flows for the year then ended, and contain the required information, sufficient for their proper interpretation and comprehension, in conformity with International Financial Reporting Standards as adopted by the European Union, applied on a basis consistent with that of the preceding year. 4. The accompanying consolidated directors' report for 2008 contains the explanations which the Parent's directors consider appropriate about the situation of the Barón de Ley, S.A. and Subsidiaries Group, the evolution of its business and other matters, but is not an integral part of the consolidated financial statements. We have checked that the accounting information in the consolidated directors' report is consistent with that contained in the consolidated financial statements for Our work as auditors was confined to checking the consolidated directors report with the aforementioned scope, and did not include a review of any information other than that drawn from the accounting records of Barón de Ley, S.A. and Subsidiaries. DELOITTE, S.L. Registered in ROAC under no. S0692 Antonio Rueda 25 February

3 Translation of consolidated financial statements originally issued in Spanish and prepared in accordance with IFRSs as adopted by the European Union (see Notes 2 and 29). In the event of a discrepancy, the Spanish-language version prevails. BARÓN DE LEY, S.A. and Subsidiaries CONSOLIDATED BALANCE SHEETS AT 31 DECEMBER 2008 AND 2007 () ASSETS Note EQUITY AND LIABILITIES Note NON-CURRENT ASSETS: EQUITY: Property, plant and equipment Share capital Intangible assets Non-current financial assets Reserves of the Parent Biological assets Reserves at consolidated companies Deferred tax assets Consolidated profit for the year Other non-current assets Total equity Total non-current assets NON-CURRENT LIABILITIES: Deferred tax liabilities Deferred income Provisions for contingencies and charges Other non-current liabilities Total non-current liabilities CURRENT ASSETS: CURRENT LIABILITIES: Inventories Bank borrowings and other financial liabilities Trade and other receivables Trade and other payables Other current financial assets Current income tax liability Other current assets Other current liabilities Cash and cash equivalents Total current liabilities Total current assets TOTAL ASSETS TOTAL EQUITY AND LIABILITIES The accompanying Notes 1 to 29 are an integral part of the consolidated balance sheets at 31 December 2008 and 2007.

4 Translation of consolidated financial statements originally issued in Spanish and prepared in accordance with IFRSs as adopted by the European Union (see Notes 2 and 29). In the event of a discrepancy, the Spanish-language version prevails. BARÓN DE LEY and Subsidiaries CONSOLIDATED INCOME STATEMENTS FOR THE YEARS ENDED 31 DECEMBER 2008 AND 2007 () Note Revenue 23 a) Other income Changes in inventories of finished goods and work in progress Procurements 23 b) (38.054) (36.405) Staff costs 23 c) (9.507) (8.836) Depreciation and amortisation charge (8.060) (8.774) Impairment losses 8 (1.000) (1.000) Other expenses 23 d) (10.101) (10.523) PROFIT FROM OPERATIONS Finance income Finance costs on debts to third parties (729) (636) Exchange differences (net) (25) 1 Proceeds from disposal of non-current assets (4) (18) Other gains or losses - (1.887) PROFIT FROM CONTINUING OPERATIONS BEFORE TAX Income tax expense 20 (4.466) (2.344) PROFIT FOR THE YEAR Attributable to: Shareholders of the Parent Basic earnings per share 4 2,85 3,57 The accompanying Notes 1 to 29 are an integral part of the consolidated income statements for 2008 and

5 Translation of consolidated financial statements originally issued in Spanish and prepared in accordance with IFRSs as adopted by the European Union (see Notes 2 and 29). In the event of a discrepancy, the Spanish-language version prevails. BARÓN DE LEY, S.A. and Subsidiaries CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED 31 DECEMBER 2008 AND 2007 () Share Capital Reserves of the Parent Diffs. Arising Special Special from the Revaluation Investment Investment Adjustment of Reserves Reserve Reserves at Fully Share Legal Reserve Reserve Navarra Reserve Navarra Share Capital Voluntary for Redeemed Shares of for Treasury Consolidated Total Premium Reserve Law 23/1996 Law 12/93 Law 24/96 to Euros Reserves Capital the Parent Shares Companies Profit/(Loss) Equity Balance at 1 January (6.048) Distribution of dividends among Group companies (14.500) - - Treasury shares (5.792) (5.792) Capital reduction (116) (8.740) Net profit for (21.410) - Net profit for Other changes Balances at 31 December (3.100) Distribution of dividends among Group companies (31.500) - Treasury shares (45.019) (45.019) Capital reduction (418) (33.430) Net profit for (25.498) - Net profit for Other changes - Balances at 31 December (14.689) The accompanying Notes 1 to 29 are an integral part of the consolidated statements of changes in equity for the years ended 31 December 2008 and 2007.

6 Translation of consolidated financial statements originally issued in Spanish and prepared in accordance with IFRSs as adopted by the European Union (see Notes 2 and 29). In the event of a discrepancy, the Spanish-language version prevails. BARÓN DE LEY and Subsidiaries CONSOLIDATED CASH FLOW STATEMENTS FOR THE YEARS ENDED 31 DECEMBER 2008 AND 2007 () Note OPERATING ACTIVITIES Consolidated profit before tax Adjustments for: Depreciation of property, plant and equipment (+) Amortisation of intangible assets (+) Depreciation of biological assets (+) Impairment losses Transfers to income of grants related to assets (-) 18 (916) (757) Gains/(Losses) on sale of property, plant and equipment and intangible assets (+/-) 4 18 Finance income/costs (+/-) Change in provisions (+/-) Adjusted profit Net change in assets / liabilities (Increase)/Decrease in inventories (1.945) 492 (Increase)/Decrease in trade and other receivables (2.471) (Increase)/Decrease in other current assets Increase/(Decrease) in trade payables Increase/(Decrease) in other current liabilities (1.024) 414 Taxes paid (4.850) (4.289) Total net cash flows from operating activities (I) INVESTING ACTIVITIES Investments (-): Property, plant and equipment 7 (8.589) (5.954) Intangible assets 8 (526) (5.469) Biological assets 10 (894) (1.067) Other financial assets 18 (183) (9.991) (12.673) Disposals (+): Property, plant and equipment Intangible assets - - Other assets 18 (191) Interest received Total net cash flows from investing activities (II) (9.360) (12.649) 3. FINANCING ACTIVITIES Repayment of bank borrowings and other financial liabilities (-) (10.127) Asset-related grants received Acquisition of treasury shares 16 (45.019) (5.792) Interest paid (730) (635) (24.538) (16.458) Total net cash flows from financing activities (III) (24.538) (16.458) 5. NET INCREASE/DECREASE IN CASH AND CASH EQUIVALENTS (I+II+III+IV) (4.989) Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year The accompanying Notes 1 to 29 are an integral part of the consolidated cash flow statements for 2008 and

7 Translation of (consolidated/abridged, etc.) financial statements originally issued in Spanish and prepared in accordance with IFRSs as adopted by the European Union (see Notes 2 and 29). In the event of a discrepancy, the Spanish-language version prevails. BARÓN DE LEY, S.A. and Subsidiaries Notes to the consolidated financial statements for 2008 and Parent s activities Barón de Ley, S.A. ( the Parent ) was incorporated in July It is registered in the Mercantile Register of Navarra and subject to the Navarra tax regime. The Parent s object is viticulture, the processing and ageing of wines and other alcoholic and nonalcoholic beverages and specifically all farming or industrial activities that are required to obtain, improve or process all kinds of wines and alcoholic and non-alcoholic beverages in general, as well as the production and sale of any kind of food product. Its corporate purpose also includes the agricultural, industrial and commercial activities directly relating to the above. Note includes details of the investees included in the scope of consolidation which compose the Barón de Ley Group at 31 December 2008 and certain information related thereto. 2. Basis of presentation of the financial statements and basis of consolidation 2.1 Basis of presentation - The consolidated financial statements for 2008, which were formally prepared by the directors at the Board Meeting held on 24 February 2009, were prepared from the accounting records and financial statements of the Parent and its Subsidiaries. All of the mandatory applicable accounting principles and standards and measurement bases were taken into consideration in their preparation so that they present fairly the consolidated equity and financial position of the Barón de Ley Group at 31 December 2008 and the results of its operations, the changes in consolidated equity and the consolidated cash flows in the year then ended, in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union, in conformity with Regulation (EC) no. 1606/2002 of the European Parliament and of the Council. The financial statements of Barón de Ley, S.A. and Subsidiaries, which were formally prepared by the directors of each company, will be submitted for approval by the shareholders at the related Annual General Meetings. The directors of Barón de Ley, S.A., who will also submit the consolidated financial statements for approval by the shareholders at the Annual General Meeting, consider that the aforementioned consolidated financial statements will be approved without any changes. The Group's consolidated financial statements for 2007 were approved by the shareholders at the Annual General Meeting of the Parent on 23 April The principal accounting policies and measurement bases applied in preparing the Group's consolidated financial statements for 2008 are summarised in Note 3.

8 2.2 Presentation currency - These consolidated financial statements are presented in thousands of euros, since the euro is the currency in the main economic area in which the Group operates. Foreign operations are recognised in accordance with the policies established in Note Responsibility for the information and use of estimates - The information in these consolidated financial statements is the responsibility of the Parent's directors. In the consolidated financial statements for 2008 estimates were occasionally made by the senior executives of the Group and of the consolidated companies, later ratified by the directors, in order to quantify certain of the assets, liabilities, income, expenses and obligations reported herein. These estimates relate basically to the following: The measurement of the possible impairment losses on certain assets. The useful life of the property, plant and equipment and intangible assets. The market value of certain assets. The amount of certain provisions. These estimates were made on the basis of the best information available at 31 December 2008 on the events analysed. However, events that take place in the future might make it necessary to change these estimates. Any changes in accounting estimates would be applied prospectively, in accordance with the requirements of IAS 8, recognising the effects of these changes in the related consolidated income statements. 2.4 Basis of consolidation Subsidiaries Subsidiaries are defined as companies included in the scope of consolidation which the Parent directly or indirectly manages by virtue of ownership of a majority of the voting rights in their representation and decision-making bodies and over which the Parent has the capacity to exercise direct or indirect effective control; control is presumed to exist when the Parent, in accordance with IAS 27, has the power to govern the financial and operating policies of a company so as to obtain benefits from its activities. The financial statements of the subsidiaries are fully consolidated. Accordingly, all material balances and effects of the transactions between consolidated companies are eliminated on consolidation. Where necessary, adjustments are made to the financial statements of the subsidiaries to adapt the accounting policies used to those applied by the Group. The results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the date of acquisition or until the date of disposal, as appropriate. 2

9 The investees and information thereon at 31 December 2008 are as follows: Share Profit/(Loss) % of Ownership Company capital Reserves for the Year Direct Indirect El Coto de Rioja, S.A. (*) 11, ,553 18, Bodegas Máximo, S.L. (**) 115 (441) (638) Bodegas El Mesón, S.L. (**) 3 35 (21) 2 98 Inversiones Coto de Rioja, S.L. (**) 73,405 (1,213) (3) Viñedos Barón de Ley, S.L. (**) 17,688 (663) (27) Finca Museum, S.L. (**) 69 (486) (1,778) Dehesa Barón de Ley, S.L. (**) 1,031 (61) (*) Audited by Deloitte, S.L. (**) Unaudited The company object of El Coto de Rioja, S.A., Bodegas Máximo, S.L., Viñedos Barón de Ley, S.L., Bodegas El Mesón, S.L. and Finca Museum, S.L. is similar to that of Barón de Ley, S.A. The company object of Inversiones Coto de Rioja, S.L. is the promotion or creation of companies and it is subject to Navarra Law 24/1996. The company object of Dehesa Barón de Ley, S.L. is the production, preparation, packaging and marketing of food products. The registered office of all the above companies is in Oyón (Álava) Changes in scope of consolidation No changes arose in the scope of consolidation in 2008 and Adoption of International Financial Reporting Standards - Standards and interpretations effective in 2008 IFRIC 11 IFRS 2 Group and Treasury Share Transactions and the amendment to IAS 39/IFRS 7- Reclassification of Financial Instruments became effective in The adoption of these new interpretations and amendments did not have any effect on the Group's consolidated financial statements. Standards and interpretations issued but not yet in force At the date of preparation of these financial statements, the following main standards and interpretations had been issued by the IASB but had not yet become effective, either because their effective date is subsequent to the date of the consolidated financial statements or because they have not yet been adopted by the European Union: 3

10 Obligatory Application in the Years Beginning On or After Standards and amendments to standards: IFRS 8 Operating segments 1 January 2009 Revision of IAS 23 Borrowing costs 1 January 2009 Revision of IAS 1 Presentation of financial statements 1 January 2009 Revision IFRS 3 (1) Business combinations 1 July 2009 Amendment of IAS 27 (1) Consolidated and separate financial statements 1 July 2009 Amendment of IFRS 2 Vesting conditions and cancellations 1 January 2009 Amendment of IAS 32 and IAS 1 (1) Financial instruments puttable at fair value and obligations arising on liquidation 1 January 2009 Amendment of IFRS 1 and IAS 27 (1) Cost of an investment in the separate financial statements of an entity 1 January 2009 Amendment of IAS 39 (1) Eligible hedged ítems 1 July 2009 Interpretations: IFRIC 12 (1) Service concession arrangements (3) IFRIC 13 Customer loyalty programmes 1 January 2009 (2) IFRIC 14 IAS 19 The limit on a defined benefit asset, minimum funding 1 January 2009 (2) requirements and their interaction IFRIC 15 (1) Agreements for the construction of real estate 1 January 2009 IFRIC 16 (1) Hedges of a net investment in a foreign operation 1 October 2008 IFRIC 17 (1) Distribution of non-cash assets to owners 1 July 2009 (1) Standards and interpretations not yet adopted by the European Union at the date of preparation of these consolidated financial statements. (2) Date of mandatory application in accordance with their approval in the Official Journal of the European Union. (3) This interpretation is pending endorsement. As published by the Accounting Regulatory Committee (ARC) of the EU, this interpretation will foreseeably be approved for use in the EU with a new effective date that would defer its mandatory application until (The theoretical initial date of entry into force established by the IASB was 1 January 2008). In preparing the consolidated financial statements, no Standard not yet adopted by the European Union was applied early. The directors have assessed the potential impact of the future application of the above standards and concluded that their entry into force will not have a material effect on these consolidated financial statements. 3. Accounting principles and policies and measurement bases used The accounting principles and policies and measurement bases used in preparing the Barón de Ley Group's consolidated financial statements for 2008 and 2007 were as follows: 3.1 Property, plant and equipment - Items of property, plant and equipment are stated at acquisition cost less accumulated depreciation and any recognised impairment losses. The acquisition cost is revalued in the case of certain consolidated companies pursuant to various legal provisions prior to the date of transition to IFRSs, which include, inter alia, Alava Regulations 4/1997 and 9/1990 and Navarra Law 23/1996, since the directors consider that they were in line with the evolution in the prices of these assets. 4

11 The costs of upkeep and maintenance of the various items of property, plant and equipment are recognised in the income statement as incurred. However, the amounts invested in improvements leading to increased capacity or efficiency or to a lengthening of the useful lives of the assets are capitalised. The consolidated companies depreciate their property, plant and equipment using the straight-line method, applying annual depreciation rates determined on the basis of the years of estimated useful life of the related assets. The depreciation rates applied are as follows: Depreciation Rate Buildings and other structures 5 Machinery and fixtures 15 Furniture and fittings 15 Utility plants 15 Transport equipment 20 and 25 Land is considered to have an indefinite useful life and, therefore, is not depreciated. At the end of each reporting period the consolidated companies determine whether there is any internal or external indication that the carrying amounts of their property, plant and equipment exceed their related recoverable amounts. If any such indication exists, the carrying amount of the related asset is reduced to its recoverable amount and future amortisation charges are adjusted in proportion to its adjusted carrying amount and its new remaining useful life, should it need to be re-estimated (see Note 3.4). 3.2 Intangible assets - Intangible assets are specifically identifiable non-monetary assets which have been acquired from third parties or developed by the Group. Only assets whose cost can be estimated objectively and from which it is expected that future economic benefits will be generated are recognised. They are deemed to have an indefinite useful life when it is concluded that they will contribute to the generation of profit indefinitely. In all other cases the intangible assets are considered to have finite useful lives. Intangible assets with indefinite useful lives are not amortised and, consequently, are tested for impairment at least once a year (see Note 3.4). Intangible assets with finite useful lives are amortised using the straight-line method, applying annual amortisation rates determined on the basis of the years of the estimated useful lives of the related assets. Plantation rights Plantation Rights includes the amounts paid to acquire plantation rights on land. These rights are considered to be intangible assets with indefinite useful lives and, therefore, are not amortised but tested for impairment annually, and their value is adjusted if the market value, based on the latest transactions performed by the company, is lower than the historical value at which they are recognised (see Note 3.4). Intellectual property This account reflects the amounts paid for the acquisition of title to and the right to use trademarks, designs and trade names, as well as the expenses incurred in the registration or renewal of such rights. The assets included in this account are amortised on a straight-line basis over five years. 5

12 3.3 Biological assets - Vine plantations and vineyard fixtures are considered to be biological assets. As provided in IAS 41, the Group has chosen to measure the assets for which the fair value cannot be measured reliably at cost less accumulated depreciation. This measurement method was chosen by the Group in consideration of the following factors: - There is no active market for vine plantations, since these assets are not homogenous and their price is not available to the general public. - The price of a plantation depends on a series of factors such as: the region in which it is located, the microclimate, land features, improvements made and plantation rights. These special characteristics mean that its price cannot be measured reliably. The Group depreciates its biological assets using the straight-line method, applying annual depreciation rates determined on the basis of the years of estimated useful life of the related assets. The depreciation rates applied are as follows: Depreciation Rate Vine plantations Impairment of property, plant and equipment and intangible assets - The Group assesses each year the possible existence of permanent losses in value requiring it to reduce the carrying amounts of its property, plant and equipment and intangible assets, if their recoverable amounts are below their carrying amounts. Recoverable amount is the higher of net sale value and value in use. Value in use is calculated on the basis of the estimated future cash flows discounted at a rate that reflects current market assessments of the value of money and the risks specific to the asset. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount, and the related write-down is recognised through the income statement. Where an impairment loss subsequently reverses, the carrying amount of assets with a finite life is increased to a maximum of the original carrying amount that would have been recognised for those assets prior to the recognition of such impairment loss. 3.5 Other non-current assets - This heading includes long-term guarantees and deposits given, which are measured at the amount given. 3.6 Inventories - Raw material and merchandise inventories are stated at the lower of cost and net realisable value. The cost of inventories is calculated by using the weighted average cost formula. Work in process includes wine in tanks or in bulk form, in casks and on bottle racks. Grapes acquired from third parties which are classified under semi finished and finished products, are measured at market value by the Group. Own grapes are allocated a market value similar to that of grapes acquired from third parties, which does not differ significantly from the production cost, considering the special features of the fruit. 6

13 Semi finished and finished products are stated at the lower of production cost and net realisable value. Production cost is determined by adding other production costs directly attributable to the product, and overheads attributable thereto, to the acquisition cost of raw materials and other consumables. Net realisable value is the estimated selling price less all the estimated costs of sale and distribution. The Barón de Ley Group assesses the net realisable value of the inventories and recognises the appropriate impairment losses in those cases in which cost exceeds net realisable value. 3.7 Trade and other receivables - Trade and other receivables are recognised at their nominal value which is considered to be their fair value and are recognised net of the related impairment losses to cover the risk of possible doubtful debts which might arise. 3.8 Bank borrowings - Bank loans are recognised at the proceeds received, net of direct issue costs. In subsequent years they will be measured at amortised cost. Finance charges are recognised in the income statement using the accrual method and on a time proportion basis and are added to the carrying amount of the liability to the extent that they are not settled in the period in which they arise. 3.9 Trade payables - Trade payables are not interest bearing and are stated at their nominal value Current/Non-current classification - In general, assets and liabilities are classified as current or non-current based on the operating cycle. Since the Group's operating cycle is very variable, in the accompanying consolidated balance sheet loans and debts due to be settled within 12 months from the balance sheet date are classified as current items and those due to be settled within more than 12 months as noncurrent items. Inventories are classified as current assets even when their maturing and turnover period, in the case of aged and crianza wines, lasts several years since this within the Group's normal operating cycle Cash and cash equivalents - "Cash and Cash Equivalents" includes the Group's cash and short-term bank deposits with an original maturity of three months or less. The carrying amount of these assets approximates their fair value Treasury shares - The treasury shares held by the Parent at 31 December 2008 represent 5% of the issued share capital at that date (the transactions involving own shares in 2008 are summarised in Note 16). The treasury shares of the Parent are measured at cost deducted from equity Provisions- The following principles were applied in the consolidated financial statements: Provisions: credit balances covering present obligations at the balance sheet date arising from past events which could give rise to a loss for the companies, which is certain as to its nature but which require estimation as to its amount and/or timing; and 7

14 Contingent liabilities: possible obligations that arise from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more future events not wholly within the control of the consolidated companies. The Group's consolidated financial statements include all the provisions measured in accordance with a principle of prudence, with respect to which it is considered that it is more likely than not that the obligation will have to be settled. Contingent liabilities are not recognised in the consolidated financial statements, but rather are disclosed, as required by IAS 37. Provisions, which are quantified on the basis of the best information available on the consequences of the event giving rise to them and are reviewed and adjusted at the end of each year, are used to cater for the specific obligations for which they were originally recognised. Provisions are fully or partially reversed when such obligations cease to exist or are reduced. At the end of 2008 certain litigation and claims were in process against the consolidated companies arising from the ordinary course of their operations. The Group's legal advisers and directors consider that the provisions made are sufficient and that the outcome of these litigation and claims will not have an additional material effect on the financial statements for the years in which they are settled Revenue and expense recognition - Revenue and expenses are recognised on an accrual basis: Revenue is measured at the fair value of the consideration received or receivable and represents the amounts receivable for the goods and services provided in the normal course of business, net of discounts, VAT and other sales-related taxes. Sales of goods are recognised when they have been delivered and substantially all the risks and rewards incidental to ownership have been transferred Grants - Grants received by the Group companies are recognised as follows: 1) Non-refundable grants related to assets are measured at the amount granted, on fulfilment of the requirements attaching to them, recognised as deferred income and allocated to profit or loss in proportion to the period depreciation on the assets financed by the grants. 2) Grants related to income are credited to income when earned Income tax - The current income tax expense is calculated individually for each company on the basis of the accounting profit before tax, increased or decreased, as appropriate, by the permanent differences from taxable profit, net of tax relief and tax credits. The rates used to calculate the income tax expense are those in force at the balance sheet date. The Parent is taxed at a rate of 30% while all the other Group companies are taxed at a rate of 28%. Deferred tax assets and liabilities are recognised using the balance sheet liability method for temporary differences arising between the carrying amounts of assets and liabilities in the financial statements and the related tax bases used in calculating the taxable profit for the year. Deferred tax assets and liabilities are calculated at the tax rates in force at the balance sheet date and are expected to apply in the period when the asset is realised or the liability is settled. Deferred tax assets and liabilities are charged or credited to the income statement, except when they relate to line items taken directly to equity accounts, in which case the deferred tax assets and liabilities are also recognised with a charge or credit to the related equity accounts. 8

15 Deferred tax assets and tax loss carryforwards are recognised when it is considered probable that the Company will be able to recover them in the future, regardless of when they are recovered. Deferred tax assets and liabilities are not discounted and are classified as non-current assets or liabilities in the balance sheet. The deferred tax assets and liabilities recognised are reassessed at each balance sheet date in order to ascertain whether they still exist, and the appropriate adjustments are made on the basis of the findings of the analyses performed. The income tax expense represents the sum of the tax expense for the current year and the deferred tax assets and liabilities (see Note 20) Foreign currency transactions - The Group's functional currency is the euro. Therefore, all balances and transactions in currencies other than the euro are deemed to be foreign currency transactions. Transactions in currencies other than the euro are recognised by applying the exchange rates prevailing at the date of the transaction. At each balance sheet date, monetary assets and liabilities denominated in foreign currencies are translated to the functional currency at the exchange rates prevailing at year-end Leases - The Group has not entered into any lease contract which may be classified as a finance lease. In operating leases, the ownership of the leased asset and substantially all the risks and rewards relating to the leased asset remain with the lessor. When the consolidated companies act as the lessor, they present the acquisition cost of the leased asset under "Property, Plant and Equipment". These assets are depreciated using a policy consistent with the lessor's normal depreciation policy for similar items and lease income is recognised in the income statement on a straight-line basis. When the consolidated companies act as the lessee, lease costs, including any incentives granted by the lessor, are recognised as an expense on a straight-line basis Consolidated cash flow statements - The following terms are used in the consolidated cash flow statements, prepared in accordance with the indirect method, with the meanings specified: Cash flows: inflows and outflows of cash and cash equivalents, which are short-term, highly liquid investments that are subject to an insignificant risk of changes in value. Operating activities: the principal revenue-producing activities of the companies composing the consolidated Group and other activities that are not investing or financing activities. Investing activities: the acquisition and disposal of long-term assets and other investments not included in cash and cash equivalents Related parties - Financing activities: activities that result in changes in equity and borrowings. The Group considers its main shareholders, subsidiaries, members of its Board of Directors and key executive personnel as related parties Derivative financial instruments - The Group did not perform any transactions with derivative financial instruments in 2008 or

16 3.22 Termination benefits Under current labour legislation, the Group companies are required to pay termination benefits to employees terminated under certain conditions. The directors of the Group companies do not anticipate any circumstances of this kind and, accordingly, the consolidated financial statements do not include any provision in this connection. 4. Earnings per share Basic earnings per share are calculated by dividing the net profit attributable to the Group (after tax) by the weighted average number of ordinary shares outstanding during the year, excluding the average number of treasury shares held. Earnings per share are determined as follows: Change Net profit for the year (thousands of euros) 18,756 25, % Weighted average number of shares outstanding (thousands of shares) 6,591 7, % Earnings per share (euros) % There is no dilutive effect since there are no potential dilutive shares and, accordingly, the diluted earnings per share coincide with the basic earnings per share. 5. Distribution of the Parent's profit The distribution of the Parent's profit for 2008 that the directors will propose for approval by the shareholders at the Annual General Meeting and the approved distribution of 2007 profit are as follows: To voluntary reserves 34,290 17,344 To special investment reserve (Navarra Law 24/96) Profit for the year 34,450 17, Segment reporting 6.1 Basis of segmentation- In general, segment reporting is structured on a primary basis by business segment and on a secondary basis by geographical segment. Primary segments - business segments: The business lines described below were established on the basis of the Barón de Ley Group s organisational structure at 2008 year-end, taking into account, on the one hand, the nature of the goods and services offered and, on the other, the customer segments at which they are targeted. 10

17 In 2008 and 2007 the Barón de Ley Group engaged mainly in the following major lines of business, which constitute the basis on which the Group presents the information relating to its primary segment: Sale of wine: the Group's main activity is the production, ageing and sale of its wines with the necessary vine-growing area. Sale of other products: the Group engages in the sale of ancillary canned and cured pork products. Secondary segments - geographical segments: Also, the Group's operations are located in Spain, the EU, and outside the EU (exports). The sale of wine is carried on in the three aforementioned territories and sales of other products are carried on only in Spain. 6.2 Basis and methodology for segment reporting - The segment reporting below is based on monthly reports prepared by the finance department which are generated through a computer application which prepares the income statements by segment. The segment's revenue consists of revenue directly attributable to the segment plus the relevant proportion of the Group's income that can be allocated to the segment using reasonable allocation bases. The revenue of each segment does not include interest income or dividends, gains on the disposal of investments or proceeds from debt redemption or repayment transactions. The expenses of each segment are determined on the basis of the expenses arising from the segment s operating activities that are directly attributable to it, plus the relevant proportion of the expenses that may be allocated to the segment using reasonable allocation bases. Segment assets and liabilities are those directly related to the segment's operations plus those which may be directly attributable in accordance with the aforementioned allocation criteria. Segment information about these businesses is presented below. 11

18 Principal segment information Sales of Bottled Wine Other Sales Total REVENUE- Sales 86,263 93, ,045 94,181 Total revenue 86,263 93, ,045 94,181 RESULT - Profit/Loss from operations 23,829 30, ,518 30,201 Finance costs Profit/Loss before tax 23,177 27, ,222 27,842 Segment result 23,050 25, ,518 25,498 Depreciation and amortisation 8,056 8, ,060 8,774 Impairment loss 1,000 1, ,000 1,000 BALANCE SHEET- Segment assets 233, ,850 12,558 9, , ,745 Segment liabilities 63,991 45,384 10,726 8,991 74,717 54,375 Secondary segment information The breakdown of the Group's consolidated revenue based on the geographical location that gave rise to it is as follows: Revenue Spain 58,790 64,756 European Union 17,990 19,468 Other 10,265 9,957 Total 87,045 94,181 All the Group's assets are located in Spain. 12

19 7. Property, plant and equipment The changes in Property, Plant and Equipment in the consolidated balance sheet in 2008 and 2007 were as follows: Balance at 01/01/07 Additions or Charge for Disposals or the Year Reductions Transfers Balance at 31/12/07 Cost: Land 17, ,777 Buildings 31, ,080 Plant and machinery 61,602 2,926 (1,526) - 63,002 Other fixtures, tools and furniture 2, (1) - 2,220 Property, plant and equipment in the course of construction 6,638 1,470 - (845) 7, ,030 5,954 (1,527) (115) 123,342 Accumulated depreciation: Buildings (10,585) (1,583) - - (12,168) Plant and machinery (40,104) (6,512) 1,478 - (45,138) Other fixtures, tools and furniture (1,198) (269) 1 - (1,466) (51,887) (8,364) 1,479 - (58,772) Total 67,143 (2,410) (48) (115) 64,570 Balance at 01/01/08 Additions or Charge for Disposals or the Year Reductions Transfers Balance at 31/12/08 Cost: Land 17,777 1,766 (97) (173) 19,273 Buildings 33, (22) 3,264 36,430 Plant and machinery 63,002 2,888 (3,980) 3,113 65,023 Other fixtures, tools and furniture 2, (16) 63 2,357 Property, plant and equipment in the course of construction 7,263 3,737 (22) (5,353) 5, ,342 8,589 (4,137) ,708 Accumulated depreciation: Buildings (12,168) (1,586) (3) (13,757) Plant and machinery (45,138) (5,738) 3,977 (1,084) (47,983) Other fixtures, tools and furniture (1,466) (276) 5 - (1,737) (58,772) (7,600) 3,982 (1,087) (63,477) Total 64, (155) (173) 65,231 Additions The most significant additions in 2008 and 2007 relate to investments in the production process. The most significant investments related to the acquisition of casks and machinery. Property, plant and equipment in the course of construction relate mainly to investments at the winery for the dry-curing of Iberian pork products of Grupo Dehesa Barón de Ley, S.L. and to the investments in the new wine store at El Coto de Rioja, S.A. Disposals 13

20 Property, plant and equipment disposals in 2008 and 2007 relate mainly to disposals of fully depreciated casks no longer in use. Other disclosures At 31 December 2008, there is no indication that the Group's property, plant and equipment assets have suffered an impairment loss. The directors consider that the recoverable amount of the assets is higher than their carrying amount and, accordingly, no provision has been made for impairment losses. At 31 December 2008, the Group had land and plantation right purchase commitments amounting to EUR 565 thousand (see Note 14). At 31 December 2007, the Group had no contractual commitments for the acquisition of property, plant and equipment. At 31 December 2008, fully depreciated property, plant and equipment in use amounted to EUR 32,254 thousand (EUR 25,795 thousand at 31 December 2007), relating mainly to machinery. The Group has taken out insurance policies to cover the possible risks to which its property, plant and equipment are subject and the claims that might be filed against it for carrying on its business activities. The directors consider that these policies adequately cover the risks to which its property, plant and equipment are subject. All the assets are assigned to operations and none are subject to ownership restrictions or pledged as security for significant amounts. 8. Intangible assets The changes in Intangible Assets in the consolidated balance sheet in 2008 and 2007 were as follows: Balance at 01/01/07 Additions or Charge for the Year Balance at 31/12/07 Cost: With indefinite useful life- Plantation rights 7,230 5,467 12,697 With finite useful life- Intellectual property ,443 5,469 12,912 Impairment loss Plantation rights - (1,000) (1,000) Accumulated amortisation: Intellectual property (179) (19) (198) (179) (1,019) (1,198) Total 7,264 4,450 11,

21 Balance at 01/01/08 Additions or Charge for the Year Transfers Balance at 31/12/08 Cost: With indefinite useful life- Plantation rights 12, ,378 With finite useful life - Intellectual property , ,611 Impairment loss Plantation rights (1,000) (1,000) - (2,000) Accumulated amortisation: Intellectual property (198) (14) (212) (1,198) (1,014) (2,212) Total 11,714 (488) ,399 All of the Group's intangible assets were acquired from third parties. At 31 December 2008 and 2007, fully amortised intangible assets in use amounted to approximately EUR 165 thousand. The impairment loss on plantation rights was calculated on the basis of the prices thereof in the most recent transactions undertaken by the Group. 9. Non-current financial assets The breakdown of the balance of Non-Current Financial Assets at 31 December 2008 is as follows: Balance at 01/01/08 Additions or Charge for the Year Transfers Balance at 31/12/08 Long-term investment securities Other loans (35) 209 Total (35) 244 Other Loans includes the long-term portion of loans granted to wine cooperatives. 15

22 10. Biological assets The changes in Biological Assets in the consolidated balance sheet in 2008 and 2007 were as follows: Balance at Additions or Charge for Balance at 01/01/07 the Year Transfers 31/12/07 Cost: Vine plantations 7,124 1, ,302 7,124 1, ,302 Accumulated depreciation: Vine plantations (1,676) (391) - (2,067) (1,676) (391) - (2,067) 5, ,235 Total Balance at Additions or Charge for Balance at 01/01/08 the Year Transfers 31/12/08 Cost: Vine plantations 8, ,196 8, ,196 Accumulated depreciation: Vine plantations (2,067) (447) - (2,514) (2,067) (447) - (2,514) 6, ,682 Total Biological assets relate to vine plantations covering an area of 738 hectares (2007: 705 hectares) which produced 3,228 tonnes of grapes in 2008 (2007: 2,344 tonnes). Given the factors indicated in Note 3.3, a fair value range for these biological assets, which are all used in operations, cannot be determined reliably. Additions The most significant additions in 2007 and 2008 relate to the costs and acquisitions required in connection with vine plantations for the production process. 16

23 11. Inventories The detail of Group inventories at 31 December 2008 and 2007 is as follows: Raw materials and other supplies 1,794 2,604 Work in progress 107, ,362 Finished products (wine) 8,796 10,009 Finished products (other) 2,682 1,497 Impairment (468) (159) Total inventories 119, ,313 Impairment includes the value of certain items of work in progress the net realisable value of which is considered to be immaterial. The Group companies sell wines under the Rioja qualified designation of origin (DOCa) and the Cigales designation of origin, as well as table and local wines and Iberian pork products. The detail of Group inventories at 31 December 2008 and 2007, by designation of origin, is as follows: Cigales Rioja DOCa 2007 Local Wines Other Products Total Raw materials and other supplies 211 2, ,604 Products undergoing ageing (generally long-cycle products) - In bulk 1,733 50, ,186 - In casks 1,886 31, ,103 - In bottles 4,434 13, ,073 Total work in progress 8,053 95, ,362 Finished products (wines) 248 9, ,009 Finished products (other) ,497 1,497 Total finished products 248 9, ,497 11,506 Impairment - (159) - - (159) TOTAL INVENTORIES 8, , , ,313 17

24 Cigales Rioja DOCa 2008 Local Wines Other Products Total Raw materials and other supplies 157 1, ,794 Products undergoing ageing (generally long-cycle products) - In bulk , ,829 - In casks , ,355 - In bottles 3,367 16, ,868 Total work in progress 4, , ,052 Finished products (wines) 167 8, ,796 Finished products (other) ,682 2,682 Total finished products 167 8, ,682 11,478 Impairment (389) (66) - (13) (468) TOTAL INVENTORIES 4, , , ,856 The classification of wine inventories at 31 December 2008 and 2007, by vintage, is as follows: Vintage ,292 2, , ,521 5, ,910 31, ,470 27, ,928 27, ,768 16, ,893 - Various 930 1, , ,371 At each year-end, the Group companies have firm commitments with certain cooperatives to purchase Rioja qualified designation of origin grapes and wines for the coming years at values that will be known at the end of each season. A portion of the wine inventories produced in 2008 is subject to price adjustments which will be calculated at a later date. The directors consider that these adjustments will not have a material effect on the financial statements taken as a whole. 18