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1 Annual Report 2001

2 Print on demand Print management Direct mail Corporate print Card services Labels Corporate Profile OakHill is a leading provider of managed services and customer contact solutions in cards and marketing materials and a market leader in other specialty print products. With experienced and exceptionally dedicated people operating in Ireland, the United Kingdom and the United States our wide geographic base and extensive production and management support facilities place us in a unique position to create and develop profitable client relationships.

3 Financial Summary 31 Dec Dec 2000 Change % Sales Continuing operations 62,175 68,068-9 Discontinued operations 12,091 50,976 74, ,044 Operating profit * Continuing operations 5,454 8, Centre costs (1,499) (1,782) 3,955 6, Discontinued operations (206) 2,655 3,749 8,953 Profit before taxation* 1,630 5, Loss before tax (13,806) (4,805) Adjusted earnings per share (cent)* * before goodwill amortisation, exceptional operating costs, impairment provision and disposal of business units

4 A H D C H E H F I I G H B A F B G C H MERIDIAN D I E

5 Contents Chairman s statement Operating and financial review Board of directors Directors report Statement of directors responsibilities Independent auditors' report Consolidated profit and loss account Consolidated balance sheet Company balance sheet Consolidated cash flow statement Other statements Accounting policies and estimation techniques Notes on the financial statements Shareholder and other information

6 2 Chairman s Statement Results The results for the Group for the year ended 31 December 2001 show sales from continuing operations down 9% compared with 2000 and operating profit (before centre costs, goodwill amortisation, exceptional operating costs and impairment provision) from continuing operations down 33%. Adjusted earnings per share of 2.11 cent are 70% lower than the 6.98 cent reported in Disposal of the packaging division has allowed the Group to reduce net debt to 16.2 m and improve the debt equity ratio from 75% to 49%. The financial statements include 11.9 m in respect of exceptional costs and provisions. Dividends The Directors are unable to recommend a final dividend in view of the deficit on revenue reserves arising from the exceptional costs and provisions made in these accounts. It is the intention of the Directors to explore options, as part of its continuing strategy review, to eliminate the deficit on revenue reserves and restore dividend payments as soon as possible.

7 3 Trading Outlook At the time of the interim results in August 2001, the Board initiated a fundamental review of current strategy in the businesses in light of the difficult trading conditions prevailing. The aim was to achieve a substantial reduction in the cost base of the Group allied to a more effective and profitable combination of the Group s manufacturing facilities and sales and marketing services. Much progress has been achieved in this strategy. The Group has been reorganised into two operating Acknowledgements The operating environment in 2001 was very difficult and I would like to acknowledge the professionalism and dedication reflected in the contributions of the management and staff of all Group companies during the past year. M Delany 17 June 2002 divisions. The Managed Services Division comprises the provision of managed services in cards and marketing materials in Ireland and the United Kingdom and the Specialty Print Division comprises self-adhesive label printing in Ireland and the United Kingdom, commercial and book printing in the United States and book and journal printing in the United Kingdom. Unprofitable businesses have been sold off and management and location integration have been effected in the label and marketing materials business units. These actions have taken substantial costs out of the businesses and aligned manufacturing and sales and marketing functions in more cohesive and responsive units. The services being offered in the Managed Services Division will be refined and developed to reflect an evolving card services and document management orientated business. Within the Specialty Print Division, the businesses will focus on higher margin business opportunities. The new financial year has started on a more positive note and operating profits for the first four months are ahead of last year. Certain areas of the Specialty Print Division remain soft and actions are being taken to address these areas. The Managed Services Division is already benefiting from the revised strategy put in place together with significant additional investment in equipment and a stronger presence in the market place.

8 4 Operating and Financial Review Operating results Sales from continuing operations for the year ended 31 December 2001 were 62.1 million, a decrease of 9% on the 2000 figure of 68.1 million. Operating profits of 5.5 million from continuing operations before centre costs are 33% lower than the levels achieved in Trading conditions continued to be difficult in the second half of Exceptional costs and provisions Exceptional items in total amount to 11.9 m as follows: m Packaging sale 1.4 Other disposals/closure (3.8) Impairment provisions (7.2) Exceptional operating costs (2.3) (11.9) 2001 and the expected uplift in the autumn did not materialise. Recessionary conditions continued to prevail in those areas of the business exposed to discretionary spend. The Managed Services Division recorded sales of 21.0 m in 2001, accounting for 34% of continuing group sales. Overcapacity continues to exert downward pressure on prices on the print side of the business and the high rate of new press installations in the United Kingdom was, and is, a continuing feature of that market place. The Division s response to these conditions has been to reduce significantly its dependence on commercial print. This has been effected by the integration of the Group s two marketing materials production units in the United Other disposals and closure costs include the sale of Keytech and Stinehour and provision for the financial impact of the integration of the Group s marketing materials production in the United Kingdom into one site. The impairment provisions are in respect of the carrying value of the Group s investment in Meridian Printing in the USA and Technique Labels in the United Kingdom. These provisions reflect the current prospects for these two businesses (in accordance with FRS 11). The exceptional costs have been incurred in respect of the continued reorganisation of the Group s activities. Kingdom and the putting in place of plans to accelerate growth in cards and interactive mail. The Specialty Print Division recorded sales of 41.1 m, and now comprises 66% of continuing group sales.

9 5 Net interest expense Net interest expense for 2001 was 2.1 million, a reduction of 1.4 m compared to The reduction is due to a combination of lower bank debt and a reduction in interest rates. Interest cover, based on operating profit before exceptional items and goodwill amortisation, is 1.8 times, a reduction from 2.5 times in Earnings per share The basic and diluted adjusted earnings per share for the year ended 31 December 2001 was 2.11 cent. This represents a 70% decrease over the comparable earnings of 6.98 cent for Exchange rates The profit and loss accounts and cash flows of UK and US based operations are translated into euro based on the average exchange rate for the period. The changes in the average rate of exchange for the dollar and sterling did not have a material effect on the results for the year. The balance sheets are translated using the year end exchange rate. The movement in the year end rates increased shareholders funds by 1.1 m. Exchange rates Average rate Pound sterling US dollar Period end rate Pound sterling US dollar

10 6 Cash flow The table below summarises the cash flow for 2001 and Million Million Operating profit before goodwill amortisation, exceptional operating costs and impairment provision Exceptional operating costs (1.6) (1.5) Depreciation Net working assets 0.6 (2.1) Operating cash flow Capital expenditure (2.4) (3.7) Net interest (1.8) (3.5) Taxation (0.3) (0.7) Dividends - (0.7) Disposal of business units / acquisitions 15.4 (0.5) Net cash flow Opening net debt (34.0) (35.9) Currency translation (0.7) (0.6) Closing net debt (16.2) (34.0) The net debt is reduced by 17.8 m to 16.2 m. The disposal of the packaging division in January 2001 is the principal reason for this reduction. In addition the cash flow for the year was helped by reduced interest and tax payments and an improved working capital position. The ratio of net debt to shareholders funds at 31 December 2001 was 49%. Accounting policies and standards The financial statements are prepared on the basis of current The Group s policy is to reduce balance sheet exposure by matching foreign currency assets with foreign currency borrowings in so far as this is practicable. Significant foreign currency transaction exposures arising from trading or capital investment are hedged. The Group does not hedge accounting translation exposure. The Group uses interest rate swaps, options and collars in order to reduce interest rate risks. The Group uses no other derivatives. guidance issued by the Accounting Standards Board. Treasury policy and management The Group has a central treasury function, which operates under policies approved by the Board. Both currency and interest rate exposure is managed on a non-speculative basis.

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12 8 Board of Directors Martin Delany Chairman (aged 52) Board Committees Martin Delany was appointed to the Board in May 2001 as non-executive Chairman. He previously held executive positions with Coats Viyella, Rank Xerox and James Crean. Alan Jordan Finance and Operations Director (aged 43) Alan Jordan joined the group in May He previously held senior commercial and financial positions in WF Electrical plc and the electrical division of James Crean. Audit committee Alastair McGuckian (Chairman) Pierce Casey Martin Delany Nominations committee Raymond McLoughlin (Chairman) Alastair McGuckian Pierce Casey Non-executive Director (aged 47) Pierce Casey is a Director of Alchemy Partners Limited. He is also Chairman of three public companies, in London and Frankfurt. Remuneration committee Raymond McLoughlin (Chairman) Alastair McGuckian Alastair McGuckian Non-executive Director (aged 65) Alastair McGuckian is the founder and chairman of Masstock, which has activities in food, farming and agrichemicals in the United Kingdom, Middle East, Eastern Europe and Russia. Raymond McLoughlin Non-executive Director (aged 62) Raymond McLoughlin has been chief executive of James Crean since its establishment in Previously he was head of the planning and policy division of the Industrial Development Authority of Ireland. Denis O Brien Non-executive Director (aged 44) Denis O Brien is the founder and former Chairman of Esat Telecom Group plc and Chairman of 2003 Special Olympic World Summer Games. He is a Director of Bank of Ireland, Digicel Ltd. and a number of other companies.

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14 10 Directors Report The Directors present their report and the financial statements of the Company and the Group for the year ended 31 December Principal activity The principal activity of the Group is the provision of managed services and customer contact solutions in cards and marketing materials and the provision of specialty print products. Review of business A review of the business and future development of the Group is set out in the Chairman s Statement and Operating and Financial Review on pages 2 to 6. Results and dividend The results are set out in the consolidated profit and loss account on page 18 and in the related notes. The Directors are unable to recommend a final dividend in view of the deficit on revenue reserves arising from the exceptional costs and provisions in these accounts. It is the intention of the Directors to explore options, as part of the continuing strategy review, to eliminate the deficit on revenue reserves and restore dividend payments as soon as possible. Annual general meeting The notice of the meeting includes a number of matters, which are special business to be considered at the meeting, and these are set out in a separate letter to shareholders, which is enclosed with the Annual Report. Subsidiaries The Company s principal subsidiary undertakings are set out on page 37. Health and safety In accordance with the requirements of Section 12 of the Research and development The Group is committed to ongoing research and development aimed at improving the products and services provided. Political contribution There were no political contributions. Taxation status So far as the Directors are aware, the Company is not a close company within the meaning of the Corporation Tax Act, Books and records The Directors through the use of appropriate procedures and systems and the employment of competent persons have ensured that measures are in place to secure compliance with the Company's obligation to keep proper books of account. The books of account are kept at the registered office of the Company. Directors The current Directors of the Company and their biographical details are set out on page 8. Mr Michael Gannon resigned from the Board on taking up a position outside the Group on 16 January Mr Martin Delany and Mr Alan Jordan were appointed to the Board on 10 May 2001 and 25 May 2001 respectively. Mr Donnacha Hurley and Mr Gerard O Toole resigned from the Board on 10 July 2001 and 5 October 2001 respectively. In accordance with the Articles of Association of the Company, Mr Pierce Casey and Mr Denis O Brien retire from the Board by rotation and, being eligible, offer themselves for reappointment. None of the Directors proposed for reappointment at the Annual General Meeting has a service contract. Safety, Health and Welfare at Work Act 1989, safety statements are prepared by each of the relevant companies in the Group and the policies set out in these statements are kept under review.

15 11 Directors and company secretary s share interests The beneficial interests of the Directors and company secretary, including their respective families interests, in the share capital of the company were as follows: Ordinary Shares At 31 December 2001 At 31 December 2000* Directors P Casey 3,176,984 3,176,984 M Delany 3,591 3,591 A Jordan 36,363 - G Loughrey# - - A McGuckian - - R McLoughlin 16,491,959 5,204,126 D O Brien - - Secretary P Kearns - - * or at date of appointment, if later # alternate to P Casey There were no changes in the Directors or secretary s interests between 31 December 2001 and 17 June The details of Directors and secretary s share options are as follows: At 1 Granted At 31 Exercise Date from Expiry January December Price which Date exercisable A Jordan - 235, ,000 12c September 2004 September , ,000 stg 9.5p September 2004 September 2011 P Kearns 150, ,000 48c October 2002 October 2009 Substantial shareholdings At 17 June 2002 the company had been advised, in addition to Directors interests, of the following interests in its share capital: No. of Shares % Peter Lynch 4,700, Bank of Ireland Nominees Limited 2,556, The shares registered in the name of Bank of Ireland Nominees Limited are as registered holder only, on behalf of a range of clients who are each the beneficial owner of a portion of the shareholding.

16 12 Directors Report Continued Corporate governance The Directors are committed to maintaining the highest standard of corporate governance in accordance with the Principles of Good Governance set out in the Combined Code. The Board The Board is made up of one Executive and five Nonexecutive Directors. Biographies of each of the Directors are set out on page 8. Board meetings are held on a regular basis and the Board has adopted a formal schedule of matters reserved for Board approval. The Directors are empowered to take independent professional advice if necessary at the Company s expense and all Directors have access to the advice and services of the company secretary. All Directors bring an independent judgement to bear on issues of strategy, performance, resources and standard of conduct. Chairman and chief executive During the year, the roles of Chairman, Chief executive and Finance and Operations Director were separate and the Chairman is non-executive. In view of this and the size of the Group, the Board does not consider it necessary to appoint a senior independent Director. This matter will be kept under review. Board balance A majority of the Board comprises Non-executive Directors. All Non-executive Directors are considered independent. Supply of information The Board receives monthly Group financial information and detailed Board papers are sent to each Director in a timely manner. Appointment to the Board A Nominations Committee has been established to make recommendations to the Board on all new Board appointments. The members of the Committee are identified on page 8. All Directors are subject to election by shareholders at the first opportunity after their appointment and to re-election at intervals of not more than three years. Non-executive Directors are appointed for specified terms subject to re-election. Directors remuneration The Remuneration Committee consists solely of nonexecutive Directors. Membership of the Committee is set out on page 8. The Company s policy is to ensure that the remuneration of Executive Directors is appropriate to the nature and size of the Group s business and properly rewards and motivates them to perform in the best interests of shareholders. In framing the remuneration policy, the Remuneration Committee has given full consideration to Section B of the Best Practice Provisions annexed to the Irish Stock Exchange Listing Particulars. The main elements of the remuneration package for Executive Directors are basic salary, annual performance related bonus, pension benefits and share options. The remuneration of Non-executive Directors is determined by the Board within the limits set by the Articles of Association. Details of Directors remuneration are set out in note 9 on the financial statements on page 28. The interest of Directors in shares and Director s service agreements are set out on page 10 and 11. Details of the Group share option scheme are set out in note 25 on the financial statements. It is the policy to grant options to executives to encourage identification with shareholders interests.

17 13 Communications with shareholders It is the Company s policy to enter into dialogue with shareholders in so far as is permissible having regard to the rules of the Stock Exchange and the Companies Act requirements. The Company s AGM affords individual shareholders the opportunity to question the Board. In addition the Company responds throughout the year to communications from shareholders. Directors responsibilities The Directors responsibilities are contained within the Statement of Directors Responsibilities on page 15. Going concern The Directors, after making enquiries, have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. For that reason, they continue to adopt the going concern basis in preparing the financial statements. Accountability and audit An Audit Committee has been established with written terms of reference which deal clearly with its authority and duties which include, inter alia, keeping under review the scope and results of the audit and its cost effectiveness. The Board is ultimately responsible for the Group s system of internal control and for reviewing its effectiveness. However, such a system is designed to manage rather than eliminate the risk of failure to achieve business objectives, and can provide only reasonable and not absolute assurance against material misstatement or loss. The Combined Code introduced a requirement that the Directors review the effectiveness of the Group s system of internal controls. This extended the existing requirement in respect of financial controls to cover all controls including financial, operational, compliance and risk management. The Board has established procedures to implement the Turnbull guidance (Internal Control: Guidance for Directors on the Combined Code, published in September 1999) such that the Group was in compliance with it for the accounting year ended 31 December The Group operates through an organisation structure with clearly defined levels of responsibility and authority and appropriate procedures. Annual budgets are prepared for all business units and these identify key risks and opportunities. The Group budget is approved by the Board. Performance is measured against budget and prior years and Group performance is reported to the Directors on a monthly basis. The operating companies maintain controls and procedures which are appropriate to their size and the environment in which they operate. There are regular visits to the operating companies by Group operating and financial management at which a detailed review of operating and financial matters, including business risk and internal control issues, takes place. The Board receives reports on the key risks to the business and the steps taken to manage such risks. The Directors have, through the Audit Committee, reviewed the effectiveness of the Group s system of internal control.

18 14 Directors Report Continued Compliance Statement The Listing rules require the Board to report on compliance with the Combined Code provisions throughout the accounting period. Save for the exception outlined below, the Company has complied with the provisions set out in section 1 of the code for the whole of the year under review. A senior independent Director has not been appointed for the reasons set out above. Auditors The auditors, PricewaterhouseCoopers will continue in office in accordance with the provisions of Section 160(2) of the Companies Act, On behalf of the Board. M Delany A Jordan Chairman Finance and Operations Director 2A Sandymount Green Sandymount Dublin 4 17 June 2002

19 15 Statement of Directors Responsibilities Irish Company law requires the Directors to ensure that the Company prepares financial statements for each financial year which give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period. In preparing those financial statements, the Directors are required to: - Select suitable accounting policies and then apply them consistently; - Make judgements and estimates that are reasonable and prudent; The Directors are responsible for keeping proper books of account which disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements are prepared in accordance with Accounting Standards generally accepted in Ireland and comply with Irish statute comprising the Companies Acts, 1963 to 2001, and the European Communities (Companies: Group Accounts) Regulations They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. - Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

20 16 Independent auditors report - year ended 31 December 2001 Independent auditors' report to the members of. We have audited the financial statements on pages 18 to 37 and the detailed information on Directors interests in shares and share options on page 11. Respective responsibilities of Directors and auditors The Directors' responsibilities for preparing the annual report and the financial statements in accordance with applicable Irish law and accounting standards generally accepted in Ireland are set out on page 15 in the statement of Directors' responsibilities. Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements, auditing standards issued by the Auditing Practices Board applicable in Ireland and the Listing Rules of the Irish Stock Exchange. We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with Irish statute comprising the Companies Acts, 1963 to 2001, and the European Communities (Companies: Group Accounts) Regulations, We state whether we have obtained all the information and explanations we consider necessary for the purposes of our audit and whether the Company balance sheet is in agreement with the books of account. We also report to you our opinion as to: - whether the Company has kept proper books of account; We also report to you if, in our opinion, information specified by law or the Listing Rules regarding Directors remuneration and transactions is not disclosed. We read the other information contained in the annual report and consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the financial statements. The other information comprises the Directors' Report, the Chairman's statement and the operating and financial review. We review whether the corporate governance statement on page 14 reflects the Company's compliance with the seven provisions of the Combined Code specified for our review by the Listing Rules, and we report if it does not. We are not required to consider whether the Board's statements on internal control cover all risks and controls or to form an opinion on the effectiveness of the Company's or Group's corporate governance procedures or its risk and control procedures. Basis of audit opinion We conducted our audit in accordance with auditing standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the Directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the Company's circumstances, consistently applied and adequately disclosed. - whether the Directors Report is consistent with the financial statements; and - whether at the balance sheet date there existed a financial situation which may require the Company to convene an extraordinary general meeting; such a financial situation may exist if the net assets of the Company, as stated in the Company balance sheet, are not more than half of its called-up share capital.

21 17 We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements. Opinion In our opinion the financial statements give a true and fair view of the state of affairs of the Company and the Group at 31 December 2001 and of the loss and cash flows of the Group for the year then ended and have been properly prepared in accordance with the Companies Acts, 1963 to 2001, and the European Communities (Companies: Group Accounts) Regulations, We have obtained all the information and explanations we consider necessary for the purposes of our audit. In our opinion proper books of account have been kept by the Company. The Company balance sheet is in agreement with the books of account. In our opinion the information given in the Directors' Report on pages 10 to 14 is consistent with the financial statements. The net assets of the Company as stated in the Company balance sheet on page 20 are more than half of the amount of its called-up share capital and, in our opinion, on that basis there did not exist at 31 December 2001 a financial situation which under Section 40(1) of the Companies (Amendment) Act, 1983 would require the convening of an extraordinary general meeting of the Company. PricewaterhouseCoopers Chartered Accountants and Registered Auditors Dublin 17 June 2002

22 18 Consolidated Profit and Loss Account for the year ended 31 December 2001 Notes Sales Continuing 1 62,175 68,068 Discontinued 1 12,091 50,976 74, ,044 Cost of sales 2 46,121 75,727 Gross profit 2 28,145 43,317 Net operating expenses 2 (24,396) (34,364) Operating profit before goodwill amortisation, exceptional operating costs and impairment provision Continuing 1 3,955 6,298 Discontinued 1 (206) 2,655 3,749 8,953 Goodwill amortisation Continuing (3,449) (2,769) Discontinued (125) (874) 14 (3,574) (3,643) Exceptional operating costs continuing 3 (2,316) (1,513) Impairment provision 4 (7,191) (5,090) Operating (loss)/profit on ordinary activities before interest Continuing (9,001) 2,016 Discontinued (331) (3,309) (9,332) (1,293) Disposal/closure of business units 5 (2,355) - Loss on ordinary activities before interest (11,687) (1,293) Interest (net) 6 (2,119) (3,512) Loss on ordinary activities before taxation 7 (13,806) (4,805) Taxation (1,208) Loss for the financial period (13,063) (6,013) Dividends 10 - (282) Loss absorbed (13,063) (6,295) Basic and diluted loss 11 (23.15) (10.65) per share cent Basic and diluted adjusted earnings per share cent M Delany A Jordan Chairman Finance and Operations Director

23 19 Consolidated Balance Sheet at 31 December 2001 Notes Fixed assets Tangible fixed assets 13 21,186 34,300 Intangible fixed assets 14 28,072 41,189 49,258 75,489 Current assets Stocks 15 3,106 5,027 Debtors 16 15,943 27,753 Cash and bank balances 5,117 9,209 24,166 41,989 Creditors (amounts falling due within one year) Trade and other creditors 17 13,266 23,350 Bank and other loans 18 8,535 14,713 Taxation 1,210 2,157 23,011 40,220 Net current assets 1,155 1,769 Total assets less current liabilities 50,413 77,258 Creditors (amounts falling due after more than one year) Bank and other loans 18 12,807 28,517 Provisions for liabilities and charges 19 4,455 3,637 33,151 45,104 Capital and reserves Called-up equity share capital 20 5,644 5,644 Share premium 21 41,346 41,346 Currency reserve 22 4,704 3,594 Profit and loss account 22 (18,543) (5,480) Shareholders funds equity interests 33,151 45,104 M Delany A Jordan Chairman Finance and Operations Director

24 20 Company Balance Sheet at 31 December 2001 Notes Fixed assets Interest in subsidiary undertakings 23 21,157 35,858 Current assets Debtors 16 11,994 11,615 Creditors (amounts falling due within one year) Trade and other creditors Net current assets 11,994 11,540 Total assets less current liabilities 33,151 47,398 Capital and reserves Called-up share capital 20 5,644 5,644 Share premium 21 41,346 41,346 Profit and loss account 22 (13,839) 408 Shareholders funds equity interests 33,151 47,398 M Delany A Jordan Chairman Finance and Operations Director

25 21 Consolidated Cash Flow Statement for the year ended 31 December 2001 Notes Cash flow from operating activities Continuing operations 24 7,196 8,472 Discontinued operations ,134 7,639 11,606 Returns on investments and servicing of finance Interest received Interest paid (1,881) (3,501) Finance lease interest paid (162) (303) (1,780) (3,512) Taxation Corporate tax paid (280) (680) Capital expenditure Purchase of fixed assets (2,701) (3,964) Sale of fixed assets (2,472) (3,672) Acquisitions and disposals Investment in subsidiary undertakings 24 - (473) Disposal of business units 24 15,414-15,414 (473) Equity dividends paid - (734) Cash inflow before use of liquid resources and financing 18,521 2,535 Management of liquid resources 70 3,239 Financing New loans Repayments of amounts borrowed (21,909) (5,687) Capital element of finance lease payments (787) (942) (22,696) (6,174) Decrease in cash 24 (4,105) (400)

26 22 Other Statements for the year ended 31 December 2001 Statement of total recognised gains and losses Loss for the financial period (13,063) (6,013) Currency translation differences on foreign currency net investments 1,110 1,025 Total gains and losses relating to the period (11,953) (4,988) Reconciliation of movements in group shareholders funds Loss for the financial period (13,063) (6,013) Dividends - (282) (13,063) (6,295) Currency translation differences on foreign currency net investments 1,110 1,025 (11,953) (5,270) Opening group shareholders funds 45,104 50,374 Closing group shareholders funds 33,151 45,104 Note of historical cost profits and losses There is no difference between the historical cost loss on ordinary activities before taxation and the historical cost loss absorbed and the reported amounts in either year.

27 23 Accounting Policies and Estimation Techniques Basis of accounting The financial statements are prepared in Euro under the historical cost convention. They have been prepared in accordance with accounting standards generally accepted in the Republic of Ireland and the United Kingdom and with Irish statute comprising the Companies Acts, 1963 to 2001, and the European Communities (Companies: Group Accounts) Regulations, Accounting standards generally accepted in Ireland and the United Kingdom in preparing financial statements giving a true and fair view are those published by the Institute of Charted Accountants in Ireland and issued by the Accounting Standards Board. Goodwill Goodwill represents the excess of the consideration over the fair value of the assets acquired. Goodwill in respect of subsidiary undertakings is amortised over 10 to 20 years, being the estimated useful economic life, in equal annual instalments. The carrying value of goodwill is reviewed annually and provision is made for any permanent diminution in value. Depreciation Depreciation is calculated to reduce fixed assets to their estimated residual value by equal instalments over their useful lives as follows: Consolidation The consolidated financial statements comprise the financial statements of the Company and its subsidiary Buildings Plant and equipment Vehicles and computers 40 to 50 years 3 to 12 years 2 to 5 years undertakings. The annual audited financial statements of all subsidiary undertakings are made up to the end of the Group financial period. Where the accounting policies of subsidiary undertakings differ from the policies adopted for the purpose of the Group financial statements, appropriate adjustments are made on consolidation to ensure uniformity of accounting policies in the Group financial statements. The results of subsidiary undertakings acquired or disposed of during the period are included in the Group financial statements from the date of acquisition or up to the date of disposal. Stocks Stocks are valued at the lower of cost and net realisable value. The cost of finished goods includes an appropriate proportion of production overheads. Net realisable value is based on estimated selling price less further costs expected to be incurred to completion and sale. Deferred taxation Deferred taxation is provided at the anticipated tax rates on differences arising from the inclusion of items of income and expenditure in tax computations in periods different from those in which they are included in the financial statements to the extent that it is probable that a liability or asset will crystallise in the future.

28 24 Accounting Policies and Estimation Techniques Continued Foreign currencies The balance sheets of foreign subsidiaries are translated at the closing rate of exchange. The profit and loss accounts and cash flow statements have been translated using the average rate for the period. The exchange differences between the retained profits of subsidiary undertakings translated at average and closing rates of exchange are taken to reserves, as are differences arising on the retranslation of foreign currency net assets at the beginning of the period, after taking into account related foreign currency borrowings. Transactions in foreign currencies during the period have been translated at the rate ruling at the date of the transaction. Foreign currency assets and liabilities have been translated at the closing period-end rate except when covered by a forward exchange agreement, where the forward rate is used. The resulting profits or losses are dealt with in the results for the period. Pensions Pension costs for the Group s defined benefit pension schemes are charged to the profit and loss account over Leasing Assets acquired under finance leases are capitalised and depreciated over the shorter of the lease term or their estimated useful lives and the related obligation is included in borrowings. The interest element of the rental obligation is charged to the profit and loss account over the period to which they relate. Rentals in respect of all other leases are charged to the profit and loss account as incurred. Financial Instruments Forward foreign exchange contracts and currency options are used to hedge forecast transactional cash flows and accordingly any gains and losses on these contracts are recognised in the profit and loss account when the underlying transaction occurs. Interest rate swap agreements and similar contracts are used to manage interest rate exposures. Amounts payable or receivable in respect of these derivatives are recognised as adjustments to interest expense over the period of the contract. the period of employment of pensionable employees. Variations from regular costs are spread over the expected remaining service lives of the relevant employees. Payments to defined contribution pension schemes are charged to the profit and loss account in the period to which they relate. Research and development Expenditure on research and development is written off to the profit and loss account as incurred.

29 25 Notes on the Financial Statements 1. Segmental information Sales Operating Net Sales Operating Net profit* Assets profit* Assets By activity Continuing Operations Print 62,175 5,454 53,103 68,068 8,080 65,052 Centre costs - (1,499) - - (1,782) - 62,175 3,955 53,103 68,068 6,298 65,052 Discontinued Print 12,091 (206) 2,069 16, ,466 Packaging ,468 2,373 13,642 12,091 (206) 2,069 50,976 2,655 21,108 Unallocated assets and liabilities - - (22,021) - - (41,056) 74,266 3,749 33, ,044 8,953 45,104 Sales Operating Net Sales Operating Net profit* Assets profit* Assets By geographic market Continuing Europe 44,779 2,261 42,194 48,237 3,887 47,709 United States 17,396 1,694 10,909 19,831 2,411 17,343 Discontinued Europe 8,003 (198) 2,069 44,983 2,720 19,906 United States 4,088 (8) - 5,993 (65) 1,202 74,266 3,749 55, ,044 8,953 86,160 Unallocated assets and liabilities - - (22,021) - - (41,056) 74,266 3,749 33, ,044 8,953 45,104 * Before goodwill amortisation, exceptional operating costs and impairment provision. The geographical analysis of sales set out above shows the origin of sales. The analysis of sales by geographical destination is not materially different. Unallocated assets and liabilities include dividends payable, taxation, net borrowings and non-operating assets and liabilities.

30 26 Notes on the Financial Statements Continued 2. Cost of sales, gross profit and net operating expenses Continuing Discontinued Total Continuing Discontinued Total operations operations operations operations Cost of sales (38,181) (7,940) (46,121) (39,526) (36,201) (75,727) Gross profit 23,994 4,151 28,145 28,542 14,775 43,317 Net operating expenses Selling and distribution costs (5,400) (1,593) (6,993) (6,215) (3,988) (10,203) Administration expenses (14,639) (2,764) (17,403) (16,029) (8,132) (24,161) (20,039) (4,357) (24,396) (22,244) (12,120) (34,364) 3. Exceptional operating costs Continuing operations Reorganisation costs (a) (1,417) (841) Development costs (b) (899) (672) (2,316) (1,513) (a) These costs were incurred in respect of the ongoing reorganisation of the Group s activities. (b) These relate to costs in respect of the Group s development strategy to move its activities into higher value added areas and include costs in respect of systems development, market research and discontinued acquisition activities. 4. Impairment provision Provision in respect of impairment of goodwill and fixed assets in: Continuing operations: Meridian Print (5,583) - Technique Labels (1,608) - Discontinued operations: Stinehour Press and Keytech - (5,090) (7,191) (5,090) 5. Disposal/closure of business units Packaging 1,396 - Keytech and Stinehour (192) - Speedprint (3,559) - (2,355) -

31 27 6. Interest (net) Interest payable and similar charges On bank loans, overdrafts and other loans: Repayable within five years, not by instalments 1,437 2,039 Repayable within five years, by instalments 444 1,462 On finance leases Other 339-2,382 3,804 Interest receivable ,119 3, Loss on ordinary activities before taxation This is stated after charging: Depreciation 4,882 6,301 Auditors remuneration Operating lease rentals land and buildings 797 1,588 plant and machinery Taxation Based on the loss for the period: Irish corporation tax - 44 Overseas corporation tax (421) 973 Deferred tax (note 19) (322) 191 (743) 1,208 Tax for the current year includes a credit of 1,184,000 in respect of exceptional operating costs ( 459,000), impairment provision ( 481,000) and disposal / closure of business units ( 244,000).

32 28 Notes on the Financial Statements Continued 9. Directors remuneration Fees/ Termination Consultancy Pension Other Salary payment (a) contribution benefits Total Total Executive Directors A Jordan D Hurley M Gannon Non-executive Directors P Casey (a)(b) M Delany G Loughrey (a) A McGuckian (b) R McLoughlin (b) D O Brien (b) G O Toole (b) (a) This consultancy amount arises in connection with an agreement entered into by a subsidiary of the company with Adelaide Capital Corp Limited, a management company owned by Mr Casey.The agreement commenced on 9 March 2000 and ended during Mr Casey and Mr Loughrey are directors of Adelaide Capital Corp Limited. (b) Directors fees have been waived in respect of the period from 1 September 2001 to 31 December Increase in accrued Transfer Total pension value of accrued in period increase pension Defined benefit pension scheme D Hurley Details of Directors share options are set out on page Dividends Interim ordinary dividend of nil cent ( cent) per share

33 (Loss) / Earnings per share Loss after taxation for the financial period (13,063) (6,013) Goodwill amortisation 3,574 3,643 Exceptional operating costs - net of taxation 1,857 1,217 Impairment provision net of taxation 6,710 5,090 Disposal of business unit net of taxation 2,111 - Adjusted profit after taxation 1,189 3,937 cent cent Basic and diluted loss per share (23.15) (10.65) Goodwill amortisation Exceptional operating costs - net of taxation Impairment provision net of taxation Disposal of business unit net of taxation Adjusted basic and diluted earnings per share Weighted average number of shares in issue during the year ( 000) 56,439 56, Employment information No. No. Average number of employees for the period Continuing Discontinued , Employment costs Wages and salaries 25,727 31,122 Social welfare costs 2,374 2,758 Other pension costs ,710 34,649

34 30 Notes on the Financial Statements Continued 13. Tangible Fixed Assets Freehold and long term leasehold land and buildings 000 Plant, equipment and motor vehicles 000 Total 000 Cost At 1 January ,169 65,493 74,662 Additions at cost 24 2,677 2,701 Disposals (18) (2,918) (2,936) Disposal of business units (3,315) (14,920) (18,235) Transfer to current assets (874) (2,438) (3,312) Currency effect 219 1,397 1,616 At 31 December ,205 49,291 54,496 Depreciation At 1 January ,365 37,997 40,362 Charge to profit and loss account 240 4,642 4,882 Other provisions 80 2,742 2,822 Disposals (18) (2,689) (2,707) Disposal of business units (1,327) (9,681) (11,008) Transfer to current assets (220) (1,722) (1,942) Currency effect At 31 December ,185 32,125 33,310 Net book value at 31 December ,020 17,166 21,186 Net book value at 31 December ,804 27,496 34,300 The net book value of tangible fixed assets includes an amount of 488,000 (2000-2,061,000) in respect of assets held under finance leases. Depreciation charged during the period on such assets amounted to 125,000 ( ,000). 14. Intangible assets Goodwill 000 Cost At 1 January ,775 Disposals (9,223) Currency effect 1,593 At 31 December ,145 Amortisation At 1 January ,586 Charge to profit and loss account 3,574 Disposals (5,776) Impairment and closure provisions 7,293 Currency Effect 396 At 31 December ,073 Net book value at 31 December ,072 Net book value at 31 December ,189

35 Stocks Raw materials 1,047 2,065 Work in progress 1,318 1,392 Finished products 741 1,570 3,106 5,027 The replacement cost of stocks does not differ significantly from the amounts shown above. 16. Debtors (Amounts falling due within one year) Group Company Group Company Trade debtors 13,346-26,059 - Amounts owed by subsidiary undertakings - 11,994-11,615 Assets held for resale 1, Prepayments Other debtors Value added tax ,943 11,994 27,753 11, Trade and other creditors (Amounts falling due within one year) Group Company Group Company Trade creditors 7,572-15,597 - Other creditors and accruals 4,351-5, Payroll tax and social insurance Value added tax 560-1,074-13,266-23, Borrowings and financial instruments The Group s treasury policy and management of derivatives and financial instruments is discussed in the Operating and Financial Review on page 6. The Group has availed of the exemption provided within FRS13 Derivatives and other Financial Instruments: Disclosures, to exclude its short-term debtors and creditors from the disclosures noted below. (a) Interest rate risk profile of financial liabilities The following table sets out the composition of the Group s floating rate financial liabilities, as stated on the balance sheet Euro Sterling 13,768 33,860 Dollar 6,713 8,544 21,342 43,230 The interest rate risk on floating rate borrowings has been reduced by the use of interest rate collars.

36 32 Notes on the Financial Statements Continued (b) Maturity analysis Due Between Between within one and two and one year two years five years Total Bank overdrafts 2, Bank loans - repayable by instalments 3, repayable other than by instalments 2,315 11,655-11,655 Other borrowings Finance leases December ,535 12, ,807 There are no material undrawn committed facilities at 31 December (c) Interest rate analysis The floating rate borrowings bear interest rates based on LIBOR/EURIBOR. At 31 December 2001 there were financial assets of 3.5 million ( million) bearing interest based on EUROBID/LIBID. (d) Fair value of financial assets and liabilities The fair values of the Group s financial assets and financial liabilities at 31 December 2001 are not considered to be materially different to their book values. (e) Gains and losses on hedges Due after one year The Group enters into forward foreign currency contracts to eliminate the exposures that arise on revenue and costs denominated in foreign currencies. Changes in the fair value of instruments used as hedges are not recognised in the financial statements until the hedged position matures. There were no material gains or losses at 31 December (f) Currency risk At 31 December 2001, after taking into account the effects of foreign currency contracts, the Group had no material currency exposures. 19. Provisions for liabilities and charges Deferred Closure Tax Costs Total At 1 January ,637-3,637 Profit and Loss charge/(credit) (322) 1, Disposal of business units (256) - (256) Currency effect At 31 December ,147 1,308 4,455 The difference between the Group s full potential deferred taxation liability and the provision made above is immaterial. The deferred taxation provision arises as a result of an excess of tax allowances over depreciation. The provision for closure costs relates to the closure of the Group marketing materials printing operation in Leeds.