part 3 limited and statutory CONSOLIDATED ANNUAL ACCOUNTS

Transcription

1 part 3 limited and statutory CONSOLIDATED ANNUAL ACCOUNTS

2 part 3 GIMV pursued a more active investment policy than ever before in The number of investments in promising and creative companies rose sharply, especially at the international level. These investments form part of a well considered, long-term vision. GIMV invests risk capital in service, commercial and industrial companies. Whenever your company wants to grow, GIMV is ready to help you with financial resources and advice. Whether you operate in a traditional sector or in high technology. Whether you want to take over another company, or spin off one of your own departments. Or whenever you wish to expand your activities to Eastern Europe or the Far East. In all these situations, you will find a professional, reliable partner in GIMV.

3 INTRODUCTION INTRODUCTION As a parent company, GIMV is subject to the Royal Decree of 6 March 1990 on the consolidation of annual accounts. In the course of 2000 the Board of Directors again set the scope of consolidation and the accounting principles to be applied. In the annual report we chose a comprehensive analysis of the limited consolidation. This information is the most relevant for shareholders, and provides a realistic picture of the structure and net asset value of the GIMV shares. The statutory consolidation is comprised of the limited consolidation and the major associated companies. The associated companies are included in the limited consolidation at book value. You can request the statutory annual accounts (non-consolidated and consolidated) from our registered office. They can also be viewed on our website:

4 part 3 SCOPE OF CONSOLIDATION The consolidated annual accounts are drawn up in accordance with the relevant Belgian legislation (Royal Decree of 1 September 1986), using the core consolidation method, that is, direct consolidation. In the statutory consolidation, when a company consolidated by the equity mutation method itself prepares consolidated annual accounts, these consolidated annual accounts are used as the starting point, in conformity with article 67 of the Royal Decree of 6 March SUBSIDIARIES Para. 1: Under Article 106 of the Royal Decree of 30 January 2001, the scope of consolidation includes the consolidating parent company plus the following Belgian and foreign subsidiaries of GIMV: - Eurofairfield sa - Fincon bv - Gimfin nv - Gimv Coördination Center nv - Gimv Nederland bv - Gimv Nif Asia Investment Fund nv - Vim nv Para. 2: In compliance with Article 108 of the Royal Decree of 30 January 2001, the following subsidiaries are not included in the consolidation because their activities diverge so widely that their inclusion would detract from a true picture of the consolidated annual accounts: - ADF Model & Vormmakerij - Algemene Metaalwerken Holding nv - Gimo-Hold Noorderlaan nv - Next Century 74 * 75

5 Para. 3: In compliance with Art. 107, 3 of the Royal Decree of 30 January 2001, the following subsidiaries are not included in the consolidation as obtaining the information required for the consolidation would involve disproportionate costs or unreasonable delays: - Bake Invest nv - Eagle Venture Partners - Gimv Czech Ventures nv - Gimv Asia Management PTE LTD Para. 4: Nv Fishlink and nv SCFK are in liquidation. Under Articles 15 and 16 of the Royal Decree of 6 March 1990, these subsidiaries are not included in the consolidation, but instead are accounted for by the equity mutation method. ASSOCIATED COMPANIES (STATUTOARY CONSOLIDATION) Para. 1: The scope of consolidation includes the following associated companies, consolidated by the equity method: - BarcoNet nv - Barco(New) nv - Telenet Holding Para. 2: In accordance with Art. 63 of the Royal Decree of 6 March 1990, various companies have also been excluded from consolidation by the equity mutation method because the group's share in the equity represents less than 2% of the GIMV nv equity (after distribution of profits). In this connection, we refer you to the notes on the annual accounts, which can be obtained on request from the registered office of GIMV. They can also be consulted on our website:

6 part 3 STRUCTURE of GIMV GIMV nv 24.71% 100% GIMV bv GIMV CC nv 100% GIMV Asia Management Pte Ltd 100% VIM nv 49.28% 73.17% GIMV Czech Ventures nv 53.43% Gimfin nv 17.25% 50.01% Eagle Venture Partners 100% Fishlink nv* 99.94% Eurofairfield nv 0.06% 100% Fincon bv 94.12% SCFK nv* 100% Halder Holdings bv Halder Invest bv 100% *in liquidation Halder Invest nv 100% Halder Beteiligungsberatung gmbh 99% 76 * 77

7 CONSOLIDATION PRINCIPLES 1. CONSOLIDATION PRINCIPLES The following consolidation principles apply to the limited and statutory consolidation, unless stated otherwise. 1.1 CLOSING DATE The consolidated accounts are closed on 31 December, the closing date of the parent company and of companies included in the consolidation. For companies accounted for by the equity method, the most recent interim report available is used if the annual accounts as per 31 December are not available within a reasonable period. 1.2 RESTATEMENTS AND ELIMINATIONS The accounting principles and valuation methods of most of the companies included in the consolidation correspond to those of the parent company. If there are any differences, the annual accounts of the fully consolidated companies are restated so as to arrive at a uniform valuation. In the case of associated companies, which are accounted for by the equity method, no adjustments are made for differences in accounting principles. In the case of fully consolidated companies, intercompany balances and profits and losses on intercompany transactions are eliminated. 1.3 CONVERSION OF FOREIGN CURRENCIES Conversion of foreign currencies Monetary assets and liabilities are converted at the end of the financial year at the rate obtained on 31 December. Calculation differences under the liquid assets heading are posted to the income statement. In the case of other monetary assets and liabilities, the translation differences for each currency are added up: negative differences are posted to the income statement, while positive differences are posted to deferred charges and accrued income. Foreign subsidiaries The assets and liabilities of foreign subsidiaries are converted at the rate on the closing date. The income and expenditure are converted at the average rate for the year. The equity is converted at its historic rate.

8 part CONSOLIDATION METHODS Full consolidation The full consolidation method is applied to subsidiaries controlled by the group, either de jure (because it has a shareholding of more than 50%) or de facto. The consolidated annual accounts include the accounts of GIMV (the parent company) and other subsidiaries, after elimination of all important transactions between them. Exceptions nv Fishlink and nv Seed Capital Fonds Kempen are exceptions, as these are in liquidation Pursuant to Articles 15 and 16 of the Royal Decree of 6 March 1990, they are no longer fully consolidated Equity mutation method Companies that are significantly influenced by GIMV (companies in which GIMV holds between 20% and 50%) are accounted for in the statutory consolidation by the equity mutation method. GIMV s share in their own equity is posted to the balance sheet, taking into account the result for the financial year, while the corresponding share in the profit or loss is posted to the income statement. Exceptions - An associated company is not accounted for according to the equity mutation method if the group's share in its equity at year-end represents less than 2% of the equity of GIMV nv (after distribution of profits) and is therefore of negligible significance for the assessment of the consolidated total. - In the limited consolidation, associated companies are valued at their acquisition price Valuation at acquisition price In the statutory consolidation, direct or indirect shareholdings over which the consolidating company does not exercise de jure or de facto control and which are no associated companies, are included at their acquisition price. The same applies to companies, which under the terms of purchase agreements are held exclusively for later disposal. Write-downs are applied if a durable capital loss or decrease in value is indicated by the situation, profitability or prospects of the company concerned. In the limited consolidation, associated companies are valued at their acquisition price. 78 * 79

9 BALANCE SHEET GIMV-group limited consolidation ASSETS 31/12/ /12/ /12/ /12/1999 in thousand euros in thousand BEF in thousand euros in thousand BEF FIXED ASSETS 656,277 26,474, ,605 23,018,162 II. Intangible fixed assets , ,524 III. Positive consolidation differences 13, , IV. Tangible fixed assets 7, ,915 5, ,505 A. Land and buildings 6, ,800 1,960 79,055 B. Plant, machinery and equipment 177 7, ,055 C. Furniture and vehicles 1,338 53, ,114 F. Assets under construction and prepayments - - 2, ,281 V. Financial fixed assets 633,619 25,560, ,457 22,770,133 A. Companies accounted for by the equity method 1,174 47, Shares 1,174 47, B. Other enterprises 632,445 25,512, ,457 22,770, Participations 588,486 23,739, ,772 20,564, Amounts receivable 43,959 1,773,290 54,685 2,205,974 CURRENT ASSETS 269,325 10,864, ,101 13,921,322 VI. Amounts receivable after 1 year 28,865 1,164,427 30,367 1,225,019 B. Other amounts receivable 28,865 1,164,427 30,367 1,225,019 VIII. Amounts receivable within 1 year 35,956 1,450,471 36,986 1,491,999 A. Trade debtors 5, ,046 3, ,965 B. Other amounts receivable 30,402 1,226,425 33,343 1,345,034 IX. Cash investments 188,710 7,612, ,155 7,993,547 B. Other investments 188,710 7,612, ,155 7,993,547 X. Cash at bank and in hand 13, ,443 77,112 3,110,692 XI. Deferred charges and accrued income 2,050 82,690 2, ,065 TOTAL ASSETS 925,602 37,338, ,706 36,939,484

10 part 3 LIABILITIES 31/12/ /12/ /12/ /12/1999 in thousand euros in thousand BEF in thousand euros in thousand BEF EQUITY 855,327 34,503, ,326 32,527,085 I. Capital 220,000 8,874, ,146 8,800,000 II. Share premium account ,027 IV. Reserves 634,930 25,612, ,625 23,704,702 VI. Foreign currency translation differences , ,356 VII. Capital subsidies MINORITY INTERESTS 18, ,778 43,275 1,745,694 IX. Provisions for liabilities and charges 6, ,500 7, ,654 A. Pensions and similar obligations 149 6, B. Taxes 1,871 75,500 3, ,900 D. Other liabilities and charges 4, ,000 4, ,754 LIABILITIES 45,554 1,837,656 58,602 2,364,051 X. Amounts payable after 1 year 2,460 99, ,665 A. Long-term financial debts 2,460 99, , Credit institutions , Other loans 2,458 99, ,165 D. Other amounts payable XI. Amounts payable within 1 year 42,805 1,726,758 52,066 2,100,347 A. Current portion of amounts payable after 1 year ,500 B. Financial debts , ,483 C. Trade debts 1,668 67,311 2, , Suppliers 1,668 67,311 2, ,954 E. Debts in respect of taxes, remuneration and social security charges 7, ,424 3, , Taxes 4, ,293 2, , Remuneration and social security charges 3, , ,944 F. Amounts payable within 1 year 33,392 1,347,023 29,792 1,201,819 XII. Accrued charges and deferred income ,662 6, ,039 TOTAL LIABILITIES 925,602 37,338, ,706 36,939, * 81

11 INCOME STATEMENT GIMV-group limited consolidation CHARGES 31/12/ /12/ /12/ /12/1999 in thousand euros in thousand BEF in thousand euros in thousand BEF A. Interest and other debt charges 220 8, ,639 B. Other financial charges 2,449 98,809 2, ,627 Bbis Amortisation of positive consolidation differences 1,911 77, C. Services and miscellaneous goods 12, ,777 7, ,456 D. Remuneration, social security costs and pensions 11, ,210 5, ,685 E. Other operating charges 2, ,969 1,999 80,621 F. Depreciation and write-downs on formation expenses, tangible and intangible assets 1,229 49, ,033 G. Write-downs 54,582 2,201,836 20, , of financial assets 41,948 1,692,167 18, , of current assets 12, ,669 2,084 84,050 H. Provisions for liabilities and charges 1,269 51, ,500 I. Losses on disposal 2,292 92,475 7, , of financial fixed assets , , of current assets 1,971 79,522 6, ,951 J. Extraordinary charges K. Taxes 1,102 44,463 2, ,341 Kbis Share in result of companies accounted for by the equity mutation method - lossresults L. Profit for the period 81,135 3,272, ,924 4,555,349 Lbis Minority interests share 1,200 48,407 1,979 79,823 Lter Group s share of the profit 79,935 3,224, ,945 4,475,526

12 part 3 INCOME 31/12/ /12/ /12/ /12/1999 in thousand euros in thousand BEF in thousand euros in thousand BEF A. Income from financial fixed assets 17, ,279 14, , dividends 14, ,189 10, , interest 3, ,090 3, ,508 B. Income from current assets 24, ,195 17, ,404 C. Other financial income 3, ,591 2,450 98,817 D. Income from services provided 5, ,076 3, ,327 E. Other operating income 3, , ,147 G. Write-back of write-downs 1,514 61,062 12, , of financial fixed assets ,715 2, , of current assets ,347 10, ,075 H. Write-back of provisions for liabilities and charges , ,000 I. Gains on disposal 114,687 4,626, ,674 4,383, of financial fixed assets 67,408 2,719,237 66,167 2,669, of current assets 47,279 1,907,226 42,507 1,714,724 J. Extraordinary income ,427 K. Tax adjustments and write-back of provisions for taxes 1,520 61,316 2,011 81, * 83

13 NOTES on the balance sheet and income statement - limited consolidation BALANCE SHEET ASSETS FIXED ASSETS FIXED ASSETS , , ,455.9 % OF BALANCE SHEET TOTAL 70.9% 70.9% 62.3% 62.3% The fixed assets have risen by m85.7 million (BEF 3,455.9 million) or 15%. The main changes are as follows: The first positive consolidation differences have risen by m13.9 million (BEF million). This is the result of Fincon bv joining the scope of consolidation. The Fincon bv shares were purchased by GIMV during the second half of The first consolidation difference is amortised over five years as of 1 July The financial fixed assets have risen by 12.3% to m633.6 million (BEF 25,560.1 million). The financial fixed assets comprise shareholdings and loans made by GIMV and its subsidiaries. The growth is the result of investments amounting to m235.7 million (BEF 9,508.6 million), together with divestments, reductions in value and transfers amounting to m million (BEF -6,718.6 million). The main investments in 2000 were Telenet Holding, CR2, Oxford Bioscience Partners, IP Globalnet, CS2 and Arrow Therapeutics for the Venture Capital department, and West Private Equity, Dujardin Foods, Cemex, Sea Foods Invest and Arcomet for the Corporate Investment department. The main divestments in 2000 were Mietec and Corvas. In the first half of 2000, the investment in Telenet (m84.9 million, or BEF 3,423.9 million) excluding Media One was transferred from financial fixed assets to current assets, since GIMV was in negotiation to sell its stake in Telenet. Expressed as a percentage of the balance sheet total, the financial fixed assets have grown from 61.6% in 1999 to 68.5% in 2000; as such, they clearly form the core business of GIMV and its subsidiaries.

14 part 3 CURRENT ASSETS CURRENT ASSETS , , ,056.7 % OF BALANCE SHEET TOTAL 29.1% 29.1% 37.7% 37.7% The Current Assets have fallen by m75.8 million (BEF 3,056.7 million) or 22%. The main explanations are to be found in the cash investments and liquid assets, which are down by m72.8 million (BEF 2,936.6 million) to m202.4 million (BEF 8,166.9 million), mainly as a result of the less favourable stock exchange climate leading to divestments being postponed. Expressed as a percentage of the balance sheet total, the cash investments and liquid assets fell from 37.7% in 1999 to 29.1% in LIABILITIES EQUITY EQIUTY , , ,976.7 % OF BALANCE SHEET TOTAL 92.4% 92.4% 88.1% 88.1% The equity has risen by m49 million (BEF 1,976.7 million) or 6.1%. In GIMV, 2000 raised its capital by m1.9 million (BEF 74.8 million) by decreasing the share premium and the result carried forward, thus bringing the capital to m220 million (BEF 8,874.8 million). The dividend for financial year 2000 (payable in 2001) amounts to m31.0 million (BEF 1,251.5 million). The amount of equity has risen mainly due to the reserve being increased by the consolidated result (after raising the capital, and after appropriation to dividends), by m47.3 million (BEF 1,908.3 million). MINORITY INTERESTS MINORITY INTERESTS , ,004.9 % OF BALANCE SHEET TOTAL 2.0% 2.0% 4.7% 4.7% The minority interests share has fallen by m24.9 million (BEF 1,004.9 million) or 57.6%. In 2000, GIMV purchased the shares in VIM held by minority interests, which mainly explains the variation in this item. 84 * 85

15 PROVISION FOR LIABILITIES AND CHARGES PROVISION FOR LIABILITIES AND CHARGES % OF BALANCE SHEET TOTAL 0.7% 0.7% 0.8% 0.8% The provision for liabilities and charges has decreased by m1.1 million (BEF 46.2 million) or 15.2%. The provisions are set aside to cover deferred taxes, potential tax liabilities and the possible costs of current or pending court cases. AMOUNTS PAYABLE LIABILITIES , , % OF BALANCE SHEET TOTAL 4.9% 4.9% 6.4% 6.4% The amounts payable have fallen by m13.0 million (BEF million) or 22.3%. In December 1999, the total liabilities of the GIMV group came to 6.4% of the balance sheet total. The decrease to 4.9% of the balance sheet total on 31 December 2000 is due to the repayment of the loan of m16 million (BEF million) contracted to finance the acquisition of Alpinvest, and to the increase of m3 million (BEF 121 million) in other amounts payable. The latter increase mainly represents the carried interest of m2.9 million (BEF 116 million), together with the bonus of m0.4 million (BEF 16.8 million) for 2000, payable in PROFIT AND LOSS ACCOUNT CHARGES FINANCIAL CHARGES FINANCIAL CHARGES % OF BALANCE SHEET TOTAL 5.0% 5.0% 6.1% 6.1% The financial charges have risen by m1.5 million (BEF 62.5 million) or 51.1%. The increase is mainly due to the write-down of the consolidation result as a consequence of the acquisition of the Fincon bv shares. For the year 2000, this write-down amounted to m1.9 million (BEF 77.1 million). The other financial charges have fallen by m0.4 million (BEF 14.5 million).

16 part 3 OPERATING CHARGES OPERATING CHARGES , % OF BALANCE SHEET TOTAL 28.8% 28.8% 31.3% 31.3% The operating costs have risen by m 10.8 million (BEF million) or 69.8%. The costs of services and miscellaneous goods for their part have risen by m 4.4 million (BEF million). This increase is mainly explained by the rise in consulting costs by m 3.2 million (BEF 130 million). These costs comprise the fee paid to the ABC management company (manager of the Pan European Food Fund); the succes fee of m 1.2 million (BEF 49.3 million); paid to ABN AMRO for the acquisition of Fincon bv: m 0.9 million (BEF 36.3 million); a fee paid to ABN AMRO in connection with the Alpinvest project: m 0.8 million (BEF 33.9 million); and the support costs for installation of various software packages, such as Guido, Efas and Balance Score Card: m 0.6 million (BEF 23.9 million). Furthermore, the recruiting costs are up by m 0.7 million (BEF 27.9 million) and the other items by m 0.5 million (BEF 19.8 million). Remunerations, social security charges and pensions have risen by m 5.8 million (BEF million). This increase is due to the acquisition of Fincon bv, which brings with it a payroll of m 1.5 million (BEF 61.6 million). The other operating charges have risen by m 0.6 million (BEF 25.3 million). This increase is mainly explained by the rise of m 0.5 million (BEF 20.5 million) in non-recoverable VAT. WRITE- DOWNS WRITE-DOWNS ON FIXED ASSETS , WRITE-DOWNS ON CURRENT ASSETS WRITE-DOWNS , ,373.1 % OF CHARGES 59.7% 59.7% 41.3% 41.3% The write-downs not applied have risen by m 34.1 million (BEF 1,373.1 million) or 165.7%. The write-downs on financial fixed assets amount to m 41.9 million (BEF 1,692.2 million). The portfolio shares and amounts receivable are assessed on the basis of the future return, and if necessary a revaluation is applied. The write-downs on current assets amount to m 12.6 million (BEF million). The GIMV records these reductions in value on its portfolio shares and on fixed-income securities under own and discretionary management. 86 * 87

17 LOSSES ON DISPOSAL LOSSES ON DISPOSAL OF FINANCIAL FIXED ASSETS LOSSES ON DISPOSAL OF CURRENT ASSETS LOSSES ON DISPOSAL % OF CHARGES 2.5% 2.5% 14.4% 14.4% The losses on disposal fell by m4.9 million (BEF million) or 68%. The decrease is mainly explained by the fact that in 1999 the OLO portfolio was phased out in line with a change in the treasury management policy, which however resulted in a large capital loss. TAXES TAXES % OF BALANCE SHEET TOTAL 1.2% 1.2% 5.6% 5.6% Taxes are down by m1.7 million (BEF 66,8 million) or 60.1%. The GIMV group has always paid low taxes, as most of its sources of income benefit from favourable tax conditions. The main sources of income are capital gains and dividends, which are almost entirely tax-free. OTHER CHARGES WRITE-DOWNS PROVISION FOR LIABILITIES AND CHARGES , OTHER CHARGES % OF CHARGES 2.7% 2.7% 1.4% 1.4% The other charges have risen by m1.8 million (BEF 73.2 million) or 265.7%. The write-downs have increased as a result of the expansion of the head office at Karel Oomsstraat 37, Antwerp. The provisions for liabilities and charges are set aside to cover possible costs associated with pending court disputes.

18 part 3 INCOME INCOME FROM FINANCIAL FIXED ASSETS DIVIDENDS INTEREST INCOME FROM FINANCIAL FIXED ASSETS % OF INCOME 10.3% 10.3% 9.0% 9.0% The income from financial fixed assets has risen by m3.1 million (BEF million) or 20.8%. This increase is mainly explained by the rise of m3.0 million (BEF 123 million) in the dividend from Essers. Other important dividends are Barco m7.8 million (BEF million) and Domus Flandria m1.0 million (BEF 43.8 million). The interest income for its part has fallen by m0.2 million (BEF 7.4 million). INCOME FROM CURRENT ASSETS INCOMEFROM CURRENT ASSETS % OF INCOME 13.9% 13.9% 10.9% 10.9% The income from current assets has risen by m6.3 million (BEF million) or 35.2%. The change is mainly due to a rise in dividends by m7.3 million (BEF million), a decrease of m5.1 million (BEF million) in interest, and a rise of m3.8 million (BEF million) in discounting income. The decrease in income is a consequence of the changed treasury management policy of the GIMV group, with current assets being invested more in shares than in fixed income securities. The rise in the discounting income for its part is due to the discounting balances formerly entered on the liabilities side of the balance sheet being posted instead to the income statement, as a consequence of the FIT/FIV being redeemed from the Flemish Region. As a consequence of the merger between GIMV nv and Take Off Fonds nv, these were transferred to the result. And following the repayment of the loan by Mietec, the outstanding discounting income was also posted to the result. 88 * 89

19 GAINS ON DISPOSAL GAINS ON DISPOSAL OF FINANCIAL FIXED ASSETS , , GAINS ON DISPOSAL OF CURRENT ASSETS , , GAINS ON DISPOSAL , , % OF INCOME 66.5% 66.5% 66.8% 66.8% The capital gains have risen by m6 million (BEF million) or 5.5%. The capital gains on financial fixed assets are: IN MIO EUROS IN MIO BEF Innogenetics Corvas Aclara BioScience Option International OBP Adjunct Custom (CS2) The increase in the capital gains on current assets is the consequence of the GIMV group s changed treasury management policy, with the available resources being invested more in shares, generating a very favourable result. INCOME FROM SERVICES INCOME FROM SERVICES % OF INCOME 3.2% 3.2% 2.1% 2.1% The income from services has risen by m2.1 million (BEF 85.8 million) or 62.9%. The increase is mainly explained by the fee of m1.7 million (BEF 68.9 million) appearing in the balance sheet of Fincon bv.

20 part 3 OTHER INCOME OTHER FINANCIAL INCOME OTHER CURRENT INCOME WRITE-BACK OF WRITE-DOWNS WRITE-BACK OF PROVISIONS TAXES OTHER INCOME % OF INCOME 6.1% 6.1% 11.1% 11.1% The other financial incomes have risen as a result of a change in the accounting principles, with positive exchange rate differences now appearing in the income statement. The other current income mainly comprises the repayment by Alpinvest of costs incurred for the preparatory study for a possible take-over of the latter company, amounting to m2.3 million (BEF 91.5 million). 90 * 91

21 STATEMENT OF SOURCES AND USES OF FUNDS - LIMITED CONSOLIDATION MEDIUM AND LONG-TERM FUNDS 31/12/ /12/ /12/ /12/1999 in thousand euros in thousand BEF in thousand euros in thousand BEF SOURCES Group s share of the profit for the financial year 79,935 3,224, ,945 4,475,526 Amounts written off intangible fixed assets 1,229 49, ,033 Amortisation of positive consolidation differences 1,911 77, Inclusion of FIV/FIT discount in the result -5, ,853-1,671-67,416 Result of equity mutation method 31 1,235 Changes in write-downs of financial fixed assets 41,260 1,664,452 15, ,350 Changes in provision -1,144-46,153-1,741-70,216 Cash flow 117,896 4,755, ,028 5,003,277 Direct changes in reserves Increase in translation differences Increase in minority interests Increase in translation differences 90 3, ,710 Total 117,986 4,759, ,233 5,011,538 Increase in amounts payable after 1 year 2,034 82,071 Decrease in amounts receivable after 1 year 1,502 60,592 2,182 88,017 Total 121,522 4,902, ,415 5,099,555 USES Investments in intangible and tangible fixed assets, minus divestments 3, ,164 3, ,934 Increase in first consolidation differences 15, ,473 Increase in financial fixed assets 109,273 4,408, ,828 5,237,229 Increase in amounts receivable after more than 1 year Decrease in translation differences Decrease in minority interests 24,911 1,004, Decrease in amounts payable after 1 year ,118 Dividends 31,024 1,251,504 29,300 1,181,976 Total 184,857 7,457, ,195 6,583,257 Change in net requirement for working capital (A) -63,335-2,554,916-36,780-1,483,702

22 part 3 SHORT-TERM FUNDS 31/12/ /12/ /12/ /12/1999 in thousand euros in thousand BEF in thousand euros in thousand BEF SOURCES Decrease in amounts receivable within 1 year 1,029 41, Decrease in deferred charges and accrued income ,374 3, ,906 Increase in non-financial amounts payable within 1 year 6, ,393 5, ,952 Increase in accrued charges and deferred income - - 1,342 54,121 Total 8, ,296 10, ,979 USES Increases in amounts receivable within 1 year - - 6, ,204 Increases in deferred charges and accrued income Decrease in non-financial amounts payable within 1 year Decrease in accrued charges and deferred income 1,714 69, Total 1,714 69,165 6, ,204 Change in net requirement for short-term finance (B) 6, ,131 3, ,775 Totaal A + B -57,010-2,299,785-32,794-1,322,927 Change in cash investments and liquid funds -72,813-2,937,267-17, ,222 Increase in financial amounts payable within 1 year -15, ,482 15, ,705 Change in cash assets -57,010-2,299,785-32,794-1,322, * 93

23 BALANCE SHEET GIMV-group - statutory consolidation as per 31/12/2000 ASSETS 31/12/ /12/ /12/ /12/1999 in thousand euros in thousand BEF in thousand euros in thousand BEF FIXED ASSETS 777,704 31,372, ,527 25,596,745 II. Intangible fixed assets , ,524 III. Positive consolidation differences 13, , IV. Tangible fixed assets 7, ,916 5, ,505 A. Land and buildings 6, ,800 1,960 79,055 B. Plant, machinery and equipment 177 7, ,055 C. Furniture and vehicles 1,338 53, ,114 F. Assets under construction and prepayments - - 2, ,281 V. Financial fixed assets 755,045 30,458, ,378 25,348,716 A. Companies accounted for by the equity method 196,139 7,912, ,422 8,569, Shares 196,139 7,912, ,422 8,569,082 B. Other enterprises 558,906 22,546, ,956 16,779, Participations 514,948 20,772, ,272 14,573, Amounts receivable 43,958 1,773,290 54,685 2,205,974 CURRENT ASSETS 184,446 7,440, ,100 13,921,321 VI. Amounts receivable after 1 year 28,865 1,164,427 30,367 1,225,019 B. Other amounts receivable 28,865 1,164,427 30,367 1,225,019 VIII. Amounts receivable within 1 year 35,956 1,450,471 36,986 1,491,999 A. Trade debtors 5, ,046 3, ,965 B. Other amounts receivable 30,402 1,226,425 33,343 1,345,034 IX. Cash investments 103,831 4,188, ,155 7,993,547 B. Other investments 103,831 4,188, ,155 7,993,547 X. Cash at bank and in hand 13, ,443 77,112 3,110,692 XI. Deferred charges and accrued income 2,050 82,690 2, ,064 TOTAL ASSETS 962,150 38,813, ,627 39,518,066

24 part 3 LIABILITIES 31/12/ /12/ /12/ /12/1999 in thousand euros in thousand BEF in thousand euros in thousand BEF EQUITY 891,869 35,977, ,242 35,105,456 I. Capital 220,000 8,874, ,146 8,800,000 II. Share premium account ,027 IV. Reserves 668,199 26,955, ,729 26,169,654 VI. Foreign currency translation differences 2, ,212 2,215 89,367 VII. Capital subsidies , ,408 MINORITY INTERESTS 18, ,771 43,274 1,745,686 IX. Provisions for liabilities and charges 6, ,500 7, ,654 A. Pensions and similar obligations 148 6, B. Taxes 1,872 75,500 3, ,900 D. Other liabilities and charges 4, ,000 4, ,754 LIABILITIES 45,560 1,837,874 58,608 2,364,270 X. Amounts payable after 1 year 2,460 99, ,665 A. Long-term financial debts 2,458 99, , Credit institutions , Other loans 2,458 99, ,165 D. Other amounts payable XI. Amounts payable within 1 year 42, ,758 52,066 2,100,346 A. Current portion of amounts payable after 1 year ,500 B. Financial debts , ,482 C. Trade debts 1,669 67,311 2, , Suppliers 1,669 67,311 2, ,954 E. Debts in respect of taxes, remuneration and social security charges 7, ,424 3, , Taxes 4, ,293 2, , Remuneration and social security changes 3, , ,944 F. Other amounts payable within 1 year 33,391 1,347,023 29, ,819 XII. Accrued charges and deferred income ,880 6, ,259 TOTAL LIABILITIES 962,150 38,813, ,627 39,518, * 95

25 INCOME STATEMENT GIMV-group - statutory consolidation CHARGES 31/12/ /12/ /12/ /12/1999 in thousand euros in thousand BEF in thousand euros in thousand BEF A. Interest and other debt charges 220 8, ,639 B. Other financial charges 2,449 98,809 2, ,627 Bbis Amortisation of positive consolidation differences 1,911 77, C. Services and miscellaneous charges 12, ,777 7, ,456 D. Remuneration, social security costs and pensions 11, ,210 5, ,685 E. Other operating charges 2, ,969 1,999 80,621 F. Depreciation and write-downs on formation expenses, tangible and intangible assets 1,229 49, ,033 G. Write-downs 54,582 2,201,836 20, , of financial assets 41,948 1,692,167 18, , of current assets 12, ,669 2,084 84,050 H. Provisions for liabilities and charges 1,269 51, ,500 I. Losses on disposal 2,292 92,475 7, , of financial fixed assets , , of current assets 1,971 79,522 6, ,951 J. Extraordinary charges K. Taxes 1,102 44,463 2, ,341 Kbis Share in result of companies accounted for by the equity mutation method - loss results 36,676 1,479,504 22, ,607 L. Profit for the period 53,298 2,150, ,644 4,221,345 Lbis Minority interests share 1,200 48,407 1,978 79,823 Lter Group s share of the profit 52,098 2,101, ,666 4,141,522

26 part 3 INCOME 31/12/ /12/ /12/ /12/1999 in thousand euros in thousand BEF in thousand euros in thousand BEF A. Income from financial fixed assets 9, ,010 6, , dividends 6, ,920 3, , intrests 3, ,090 3, ,507 B. Income from current assets 24, ,195 17, ,404 C. Other financial income 3, ,591 2,450 98,817 D. Income from services provided 5, ,076 3, ,327 E. Other operating income 3, , ,147 G. Write-back of write-downs 1,514 61,062 12, , of financial fixed assets ,715 2, , of current assets ,347 10, ,075 H. Write-back of provisions for liabilities and charges , I. Gains on disposal 114,687 4,626, ,675 4,383, of financial fixed assets 67,408 2,719,237 66,168 2,669, of current assets 47,279 1,907,226 42,507 1,714,725 J. Extraordinary income , ,661 K. Tax adjustments and write-back of provisions for taxes 1,520 61,317 2,011 81,122 Kbis Share in result of companies accounted for by the equity method-profit results 16, ,577 17, , * 97

27 NOTES on the balance sheet and income statement statutory consolidation GIMV draws up two sets of consolidated annual accounts: 1. The consolidated annual accounts drawn up in accordance with the Royal Decree of 1 September These are referred to as the statutory consolidation. 2. A summary consolidated balance sheet and income statement. These are referred to as the limited consolidation. The main difference between the statutory and limited consolidation is that in the statutory consolidation, some shareholdings are accounted for by the equity method, namely Barco(new), Barco Net and Telenet Holding. In this method, the amounts for the shareholding are the amounts corresponding to the share of equity. GIMV s share in the results of the shareholding appears under the heading Share in result of companies accounted for by the equity method loss results in the GIMV consolidated income statement. In the limited consolidation, all shareholdings over which GIMV does not have control are entered at their acquisition value, after deduction of any reductions in value. In this case GIMV s share in results are only included to the extent that GIMV receives dividends from the shareholding. GIMV management considers that the limited consolidation gives a truer picture of the GIMV results than the statutory consolidation. Management also considers it confusing to account for part of the investment portfolio by the equity method and the rest according to acquisition value. The limited consolidation forms the basis for determining the net asset value of GIMV (see part 1 of the annual report). The net asset value is the book value of the shares corrected for potential capital gains, calculated according to EVCA rules. The breakdown of the differences in results between the limited consolidation and statutory consolidation is as follows:

28 part 3 in thousand euros in thousand BEF Result of limited consolidation 31/12/00 79,935 3,224,578 Elimination of Barco dividend collected by group companies - 7, ,270 GIMV s share in the results of Barco(New) 13, ,380 GIMV s share in the results of BarcoNet 2, ,076 GIMV s share in the results of Telenet - 36,618-1,477,147 52,098 2,101,617 The financial fixed assets amount to m755 million (BEF 30,458 million). The book value of Barco(New), BarcoNet and Telenet Holding in the limited consolidation is replaced in the statutory consolidation by the GIMV group s share in the equity of the companies concerned. The Telenet Holding shares, accounted for by the equity method in the statutory consolidation, were transferred from Financial fixed assets to Cash investments in the simplified annual accounts and the limited consolidation during the first half of 2000, as the intention is to sell these shares in the short term. In the statutory consolidation, the value of the Telenet Holding is m74.98 million (BEF 3,024.6 million) lower than in the simplified annual accounts and limited consolidation, as a result of applying the equity method. This difference will be posted to the income statement as a gain on disposal, to the extent that GIMV s stake in Telenet Holding is reduced. The consolidated reserves are made up of the consolidated reserves of the limited consolidation including the results of BarcoNet, Barco(New) and Telenet Holding, as they have been included in the consolidation of the GIMV group, adjusted for the amortisation of goodwill in Barco. This results in consolidated reserves after appropriation of profits of m668 million (BEF 26,955 million), compared with m635 million (BEF 25,613 million) in the limited consolidation. 98 * 99

29 ACCOUNTING PRINCIPLES 1. FORMATION EXPENSES Formation expenses are entered at acquisition price and are charged to the accounting year in which they were incurred. 2. INTANGIBLE FIXED ASSETS Intangible fixed assets except those acquired from third parties, are entered at their production cost provided this is not higher than a prudent estimate of the usage value or future yield. Intangible fixed assets acquired from third parties or by way of contribution are entered at acquisition price. The following depreciation rates are fully applied: - licences: straight line, 20% - software developed in-house: straight line, 20% Supplementary or extraordinary depreciation may be applied because of technical devaluation or alteration in economic or technical circumstances if the book value is higher than the usage value. The supplementary or extraordinary depreciation is posted to extraordinary charges. 3. CONSOLIDATION DIFFERENCES The differences between the share of the consolidating company in the equity of the consolidated company on the one hand, and the book value recorded by the consolidating company on the other. This applies to fully consolidated subsidiaries and to associated companies accounted for by the equity method. For companies previously excluded from the consolidation (including consolidation by the equity mutation method), and which are being consolidated for the first time, it has been decided to establish the value of the equity in the subsidiaries and associated companies, and to apply compensation as from the date the shares were purchased or a date as close as possible. Positive consolidation differences are fully amortised over a five-year period. For high-tech companies with a long takeoff period and profitability prospects in the longer term, such positive consolidation differences are amortised over ten years. Positive consolidation differences are not offset against negative differences unless they concern the same subsidiary or associated company. Supplementary or extraordinary depreciation rates are applied to these differences when, as a result of changes in economic circumstances, it is no longer reasonable to maintain them at full value in the consolidated balance sheet. This depreciation is entered in the income statement as a separate item in the financial costs if it represents normal depreciation; if it represents supplementary or extraordinary depreciation, it is entered in the extraordinary results. 4. TANGIBLE FIXED ASSETS Tangible fixed assets are entered at acquisition price. The following depreciation rates are applied: - land: none; - administrative buildings: diminishing balance 3%; - lists, electricity: diminishing balance 6%; - telephone installations: diminishing balance 10%; - buildings finishings, landscape developments; straight line 15%; - office equipment: straight line 20%; - furniture: straight line 15%; - rolling stock: straight line 25%; - fitting-out costs: straight line 33%; - computer hardware: straight line 20%.

30 part 3 Supplementary or extraordinary depreciation rates are applied to: - tangible fixed assets with a limited useful life, if the book value is higher than the usage value for the company as a result of technical devaluation or altered economic or technological circumstances; - tangible fixed assets that are no longer used or no longer contribute to activity in a lasting way where the probable sale value is lower than the book value. 5. FINANCIAL FIXED ASSETS 5.1 VALUATION RULES Participations, shares and fixed-interest securities are entered at acquisition price. Additional costs arising from the purchase of financial fixed assets are charged directly against the result. The purchase price of subscription rights and warrants forms an integral part of the purchase price of the subscribed shares. Receivables are entered at nominal value. Shares in foreign currencies are valued at the historical acquisition price in Belgian francs. Uncalled share capital in companies is maintained at the original conversion rate. When the capital is called up, the payment obligation is recalculated at the exchange rate on that particular day. The equivalent value of the translation difference in Belgian francs is assigned to the acquisition price of the financial fixed asset. 5.1 SPECIAL VALUATION RULES Shares in companies accounted for by the equity mutation method Shareholdings to which the equity mutation method is applied are included in the consolidated balance sheet for an amount corresponding to the portion of the equity in the company including the profit or loss for the accounting year as represented by the shareholding. The positive or negative difference between the book value of the shareholding and the proportion of the equity in the company, as determined when first applying the equity mutation method, is included under the heading Consolidation differences. If the rules used to value the assets and liabilities of the associated companies or for consolidation are not uniform, these items are not re-evaluated according to the methods applied for consolidation. Further, the results of transactions between companies included in the consolidation and companies to which the equity method is applied are not omitted from the consolidated profit or loss Shares and securities in other companies A. Shares listed on the stock exchange 1. at acquisition price 2. at the stock exchange price, if this price is consistently lower than the acquisition price taking into account the situation, prospects and profitability of the company concerned B. Shares not listed on the stock exchange 1. at acquisition price Write- off's are booked on the shares or the participation in case they are consistently under-valued or losing value, taking into account the situation, profitability and prospects of the company concerned. In the case of foreign shares or participation's, write-off's are booked or written back in order to take into account the long term stock price evolution. C. Fixed-interest securities and receivables Write-offs are booked when repayment of part or all of the claim is uncertain on the due date. 6. AMOUNTS RECEIVABLE AFTER ONE YEAR These receivables are entered at their nominal value, with the exception of receivables in the form of fixed-interest securities, which are entered at acquisition price. A write-off is applied to the nominal value or acquisition price if the payment is uncertain on the due date. A write-off is also applied if the actual value at year-end is less than the nominal or book value. 7. AMOUNTS RECEIVABLE WITHIN ONE YEAR Claims are entered at their nominal value. Receivables in the form of fixed-interest securities are entered at acquisition price. A write-off is applied if repayment of part or all of the claim is uncertain on the due date, or if the redemption value at year-end is lower than the nominal value or book value. 100 * 101

31 8. CASH INVESTMENTS A. VALUATION RULES Treasury shares are entered at their acquisition price. Credit balances with financial institutions are valued at their nominal value. Fixed-interest securities are entered at their acquisition price. Additional costs are charged directly against the result. Investments in shares in foreign currencies are entered at their value in Belgian francs at the date of their acquisition. B. SPECIAL VALUATION RULES B.1. SHARES B.1.1. Shares listed on the stock exchange - at acquisition price - at the stock exchange price on the last day of the financial year, if this is less than the purchase price B.1.2. Shares not listed on the stock exchange - at acquisition price - additional costs are charged directly against the result. A write-off is applied if the actual value on the balance date is less than the acquisition price. B.2 FIXED-INTEREST SECURITIES HELD ON OWN ACCOUNT Fixed-interest securities are entered at their acquisition price. Additional costs are charged against the result, as is any interest due and paid. If there is a difference between the acquisition price and the redemption value, this is credited to the results as part of the interest yield of the securities, in proportion to the remaining period of the securities, and is added to or subtracted from the acquisition price of the securities. The resulting book value is compared with the last stock exchange price at the end of the financial year, and any negative differences are charged against the result. Additional writing-down values may be applied to account for variations in the actual or market value. B.3 FIXED-INTEREST SECURITIES HELD ON A DISCRETIONARY BASIS Fixed-interest securities held on a discretionary basis are entered at their acquisition price. Additional costs are charged against the result, as is any due interest received. Due to the fact that such fixed-interest securities are only held for short periods, they are entered in the balance sheet at acquisition price according to art. 27 bis 3, para. 3, 2 of the Royal Decree of 8 March The acquisition price is compared with the last stock exchange price at the end of the financial year. Negative differences are charged against the result. Additional writing-down values may be applied to account for variations in the actual or market value. 9. CASH AT BANK AND IN HAND These assets are entered at their nominal value. A writing-down value is applied if the actual value at the date of the balance sheet is less than the acquisition price. Equivalent assets in foreign currencies are valued at the rate given on the balance sheet date. 10. DEFERRED CHARGES AND ACCRUED INCOME These are booked at their acquisition price, and the part carried forward to the next or subsequent financial years is entered in the balance sheet. 11. EQUITY The equity capital consists of: - the paid-up capital of the parent company; - the share premiums of the parent company; - the revaluation surpluses; - the reserves; - the consolidation differences; - the translation differences; - the capital subsidies.

32 part 3 The group reserves include the parent company's reserves and the results carried forward, together with the part of the subsidiaries' reserves to which the group is entitled. Consolidation differences are entered as the results of the compensation between (1) the book value of the subsidiaries or associated companies and (2) the fraction of the equity in these companies hold by the group. Translation differences can arise from the conversion of the shareholdings, equity and income statements of foreign subsidiaries. 12. MINORITY INTERESTS Minority interests include parts of the equity of subsidiaries to which third parties outside the group are entitled, as well as the part containing the conversion differences on the consolidation of foreign subsidiaries. 13. PROVISION FOR LIABILITIES AND CHARGES Provisions must cover clearly specified losses or charges that are likely or certain on the balance sheet date, but whose amount is not fixed. Provisions may be set aside to comply with tax obligations ensuing from a change in the tax rate or the tax calculation method. They can also be set aside to cover other risks and liabilities arising from collateral given, obligations, guarantees or pending litigation. 14. AMOUNTS PAYABLE AFTER ONE YEAR OR WITHIN THE YEAR These liabilities are entered at their nominal value. 15. ACCRUED CHARGES AND DEFERRED INCOME These are booked at their acquisition price, and the part carried forward to the next or subsequent financial years is entered in the balance sheet. 16. FOREIGN CURRENCY Monetary assets and liabilities are converted at the end of the financial year at the rate given on 31 December. Negative translation differences for a particular currency are posted to the income statement; positive translation differences for a particular currency are booked under deferred charges and accrued income, with the exception of positive translation differences on liquid assets and accounts of a similar nature, which are posted to the income statement. When translating the annual accounts of foreign subsidiaries, the closing exchange rate method is applied: - All assets and liabilities, and rights and obligations, are calculated at the closing exchange rate. - Equity is converted at its historic rate. - Income and expenditure are calculated at the average rate for the year. 17. DEFERRED TAXES Deferred taxes are taken into account only if one of the consolidated companies is likely to become liable for them in the near future. In such case, the deferred tax costs are calculated on the basis of the corporate income tax rate for the financial year. It is assumed that the tax-exempted reserves of consolidated companies will remain part of the capital of these companies, and so no deferred taxes are taken into account for them. 102 * 103