B.Braun Medical Limited

Registered Number 2296559 B.Braun Medical Limited Annual Report for the year ended 30 September

Annual Report for the year ended 30 September Contents Consolidated profit and loss account...1 Balance sheet...2 Cash flow statement...3 Directors and advisors...4 Accounting policies...5 Notes to the financial statements...8

Consolidated profit and loss account for the year ended 30 September Note Turnover 1 45,995 43,714 Cost of sales (29,444) (26,056) Gross profit 16,551 17,658 Net operating expenses 2 (15,146) (14,777) Operating profit 0 1,405 2,881 Income from interest in associated undertakings 5 11 Interest receivable and similar income 0 74 70 Interest payable and similar charges 7 (856) (596) Profit on ordinary activities before taxation 628 2,366 Tax on profit on ordinary activities 8 (142) (713) Retained profit for the financial year 19 486 1,653 The group has no recognised gains and losses other than as shown above and therefore no separate statement of total recognised gains and losses has been presented. All items dealt with in arriving at operating profit above relate to continuing operations. There is no difference between the profit on ordinary activities before taxation and the retained profit for the year stated above and their historical cost equivalents. 1

Balance sheet as at 30 September Group Company Note Fixed assets Intangible assets 10 - - - - Tangible assets 11 10,106 10,917 10,106 10,917 Investments 12 43 39 3,421 3,421 Current assets 10,149 10,956 13,527 14,338 Stock 13 10,213 13,220 10,213 13,220 Debtors 14 10,572 12,739 10,572 12,739 Cash at bank and in hand 888 21 888 21 21,673 25,980 21,673 25,980 Creditors: amounts falling due within one year 15 (10,822) (22,597) (10,822) (22,597) Net current assets 10,851 3,383 10,851 3,383 Total assets less current liabilities 21,000 14,339 24,378 17,721 Creditors : amounts falling due after more than one year 16 (6,152) - (9,994) (3,842) Provisions for liabilities and charges 17 (673) (650) (673) (650) Net assets 14,175 13,689 13,711 13,229 Capital and reserves Called up share capital 18 10,000 10,000 10,000 10,000 Other reserves 19 98 98 - - Profit and loss account 19 3,965 3,479 3,711 3,229 Equity shareholders funds 20 14,063 13,577 13,711 13,229 Equity minority interest 112 112 - - 14,175 13,689 13,711 13,229 2

Cash flow statement for the year ended 30 September Note Net cash inflow/(outflow) from continuing operating activities 21 3,627 (1,118) Returns on investments and servicing of finance Interest received 74 70 Interest paid (767) (549) Net cash outflow from returns on investments and servicing of finance (693) (479) Taxation Corporation tax paid (846) (1,116) Capital expenditure and financial investment Purchase of tangible fixed assets (320) (2,237) Sale of tangible fixed assets 2 15 Net cash outflow for capital expenditure and financial investments (318) (2,222) Net cash inflow/(outflow) before management of liquid resources and financing 1,770 (4,935) Financing Receipts from new long-term loans 6,500 2,885 Repayment of amounts borrowed (6,896) - Increase/(decrease) in net cash 22 1,374 (2,050) 3

Directors and advisors Directors H Hux (Chief Executive Officer) P J Mitchell H Niemann P Parfaniuk P Steel Prof M Ungethum D Thorpe G Watters D Darling Secretary G Watters Registered Office Thorncliffe Park Sheffield S35 2PW Auditors PricewaterhouseCoopers 1 East Parade Sheffield S1 2ET Bankers Barclays Bank plc, London HSBC Bank plc, Sheffield Deutsche Bank, Germany Deutsche Bank AG, London Landesbank Thuringen Essen, Germany 4

Accounting policies The financial statements have been prepared in accordance with applicable accounting standards in the United Kingdom. A summary of the more important policies is set out below. Basis of preparation The financial statements are prepared under the historical cost convention. Basis of consolidation The consolidated financial statements include the company and all its subsidiary undertakings from the date of acquisition. All subsidiary companies remained non-trading throughout the whole of the year or since their acquisition by the company. Goodwill Goodwill arising on consolidation represents the excess of fair value of the consideration given over the fair value of the identifiable net assets acquired. This remains eliminated against reserves in accordance with FRS 10. Fixed assets The cost of tangible fixed assets is their purchase cost, together with any incidental expenses of acquisition. Depreciation is calculated so as to write off the cost or valuation of tangible fixed assets, less their estimated residual value, on a straight line basis over their estimated economic lives. The estimated economic lives used for this purpose are: Freehold buildings 2-3% Leasehold improvements life of lease Plant and machinery 10% Motor vehicles 25% Fixtures and fittings 10-33% Tooling 33% Demonstration stock 20-33% Assets in the course of construction Nil Freehold land is not depreciated. In the year of acquisition, assets purchased during the first six months of an accounting year are depreciated for half a year and assets purchased during the second six months are not depreciated. Following the implementation of FRS 15 Tangible Fixed Assets the company has maintained its policy of not revaluing tangible fixed assets. Investments in associated undertakings These are undertakings, other than subsidiary undertakings, in which the group owns more than 20% of the voting equity and participates in policy decisions. Associated undertakings are included in the financial statements at the group's share of profits less losses in the consolidated profit and loss account and at the group's share of the net assets in the consolidated balance sheet. These amounts are derived from the most recently available audited statutory accounts or unaudited management accounts. 5

Foreign currencies Assets and liabilities expressed in foreign currencies are translated into sterling at rates of exchange ruling at the balance sheet date or at the agreed contractual rate. Transactions in foreign currency are translated at the rate ruling at the date of the transaction. All differences on exchange are taken to the profit and loss account. Finance and operating leases Leasing agreements and hire purchase contracts which transfer to the company substantially all the benefits and risks of ownership of an asset ( finance leases ) are treated as if the asset had been purchased outright. Assets held under such agreements are included in fixed assets and the capital element of commitments is shown as obligations under finance leases. Payments under such agreements are treated as consisting of capital and interest elements. The interest element is charged to the profit and loss account over the primary lease period in proportion to the reducing capital element outstanding. Assets held under finance leases are depreciated over the shorter of the lease terms and the useful lives of equivalent owned assets. All other leases are treated as operating leases, the costs of which are charged on a straight line basis over the lease term. Research and development Research and development expenditure is written off in the profit and loss account in the period in which it is incurred. Government grants Grants that relate to specific capital expenditure are treated as deferred income which is then credited to the profit and loss account over the useful life of the related assets. Stocks and work in progress Stocks and work in progress are stated at the lower of cost and net realisable value. In general, cost is determined on a first in, first out basis and includes transport and handling costs. In the case of manufactured products, cost includes all direct expenditure and an appropriate proportion of production overheads based on the normal level of activity. Where necessary, provision is made for obsolete, slow-moving and defective stocks. Pensions The group operates two separate pension schemes; one is a defined benefit pension scheme, the assets of which are held separately from those of the group in independently administered funds. The scheme is funded by contributions partly from the employees and partly from the group at rates determined by independent actuaries. The other is a defined Contribution Scheme, administrated by Assicurazioni Generali SpA, which is funded by contributions funded partly from employees and partly from the group. The cost of providing retirement pensions and related benefits is charged to the profit and loss account over the periods benefiting from the employees' services. Further details are set out in note 27. The company provides no other post retirement benefits to its employees. Deferred taxation Provision is made for deferred taxation, using the liability method, on all material timing differences to the extent that it is probable that a liability or asset will crystallise. 6

Turnover Turnover represents the invoiced value of goods and services supplied, excluding value added tax and trade discounts. Related party transactions In accordance with the exemption allowed by FRS 8 Related Party Transactions, transactions with subsidiary undertakings are not disclosed. 7

Notes to the financial statements for the year ended 30 September 1 Segmental reporting In the opinion of the directors, disclosure of the geographical analysis of turnover and profit on ordinary activities before taxation would be prejudicial to the interests of the group. 2 Net operating expenses Distribution costs 12,510 11,655 Administrative expenses 2,636 3,148 Other operating income - (26) Net operating expenses 15,146 14,777 3 Employee information Wages and salaries 8,649 8,133 Social security costs 819 756 Other pensions costs 320 311 9,788 9,200 The average monthly number of persons (including executive directors) employed by the company during the year was: By activity Production 176 167 Sales and administration 210 204 386 371 8

5 Operating profit Operating profit is stated after (crediting)/charging: Amortisation of government grant (2) (2) Loss on disposal of tangible fixed assets 1 24 Depreciation charge for the year - owned assets 1,128 1,032 Auditors remuneration for: - audit 31 40 - other services to the company 157 65 Hire of plant and machinery operating leases 657 616 6 Interest receivable and other income On bank deposit 74 70 7 Interest payable and similar charges On bank loans and overdrafts repayable within five years 767 322 On loan from B Braun Melsungen AG 66 227 Unwinding of discount vacant properties provision 23 47 856 596 9

8 Tax on profit on ordinary activities UK corporation tax at 30% (: 30.5%) - current 227 595 - over provision in respect of prior years (197) (200) Deferred tax - current 53 108 - prior year adjustment 58 208 Associated undertakings 1 2 142 713 9 Profit of holding company Of the profit attributable to shareholders, a profit of 482,000 (: 1,644,000) is dealt with in the accounts of B Braun Medical Limited. The directors have taken advantage of the exemption available under section 230 of the Companies Act 1985 and not presented a profit and loss account for the company alone. 10 Intangible fixed assets Goodwill Cost At 1 October and 30 September 1,803 Amortisation At 1 October and 30 September 1,803 Net book amount At 30 September and 30 September - Cumulative goodwill, which has been eliminated against reserves, amounts to 1,803,000. This goodwill was eliminated as a matter of accounting policy and would be charged in the profit and loss account on subsequent disposal of the business to which it related. 10

11 Tangible assets The group and company Cost or valuation Land and buildings Freehold Long leasehold Plant and machinery Demonstration stock Tooling, fixtures and fittings Total At 1 October 8,601 381 1,799 1,756 3,384 15,921 Additions 1 1 112 53 153 320 Disposals - - - (425) (14) (439) At 30 September 8,602 382 1,911 1,384 3,523 15,802 Accumulated depreciation At 1 October 540 173 1,158 1,373 1,760 5,004 Charge for the year 248 21 130 241 488 1,128 Disposals - - - (425) (11) (436) At 30 September 788 194 1,288 1,189 2,237 5,696 Net book amount At 30 September 7,814 188 623 195 1,286 10,106 At 30 September 8,061 208 641 383 1,624 10,917 12 Fixed asset investments Group Share of net assets Associated undertakings At 1 October 39 Share of retained profit 4 At 30 September 43 11

Company Interest in group undertakings Associated undertakings Total At 1 October and 30 September 3,420 1 3,421 Interest in group undertakings Details of interest in group undertakings are as follows: Name of undertaking Country of Registration Description of shares held Proportion of nominal value of issued shares held % B Braun Healthcare Limited (formerly B Braun Medical Limited) England & Wales Ordinary 100 Downs Surgical Limited England & Wales Ordinary 100 Wm Skidmore & Co Limited England & Wales Ordinary 100 B Braun Services Ltd England & Wales Ordinary 100 Aesculap Academia Company Limited England & Wales Ordinary 100 Vifor (UK) Limited England & Wales Ordinary 73.5 Each company is non-trading. Associated undertakings Name of undertaking Description of shares held where applicable Proportion of nominal value of ordinary shares held Accounting year end % Platts & Nisbett Limited Ordinary 33.3 31 March The company is registered in England and Wales and is involved in the manufacture of surgical instruments. 12

13 Stocks Group Company Raw materials and consumables 1,642 1,452 1,642 1,452 Work in progress 545 841 545 841 Finished goods and goods for resale 8,026 10,927 8,026 10,927 10,213 13,220 10,213 13,220 14 Debtors Group Company Amounts falling due within one year Trade debtors 8,306 10,804 8,306 10,804 Amounts owed by group undertakings 1,088 1,212 1,088 1,212 Amounts owed by associated undertakings in which the company has a participating interest 15 8 15 8 Corporation tax recoverable 239-239 - Other debtors 109 36 109 36 Prepayments and accrued income 535 359 535 359 Amounts falling due after more than one year 10,292 12,419 10,292 12,419 Trade debtors 280 320 280 320 10,572 12,739 10,572 12,739 13

15 Creditors Amounts falling due within one year Group Company Bank loans and overdrafts (see note 16) 5,131 5,458 5,131 5,458 Trade creditors 834 1,492 834 1,492 Amounts owed to group undertakings 2,165 12,107 2,165 12,107 Amounts owed to undertakings in which the company has a participating interest 6 3 6 3 Corporation tax - 579-579 Other taxation and social security payable 825 1,032 825 1,032 Other creditors 415 400 415 400 Accruals and deferred income 1,446 1,526 1,446 1,526 10,822 22,597 10,822 22,597 Amounts owed to group undertakings includes an unsecured loan of 15,000 (: 6,743,000) which carries interest at the German commercial bank rate and is repayable on demand. 16 Creditors Amounts falling due after more than one year Group Company Bank loan 6,152-6,152 - Amounts owed to subsidiary undertakings - - 3,842 3,842 6,152-9,994 3,842 14

Bank loans fall due for repayment as follows: Group Company Within one year 5,131-5,130 - Between one and two years 189-189 - Between two and five years 659-659 - After more than five years 5,304-5,304-11,283-11,282 - All amounts due after more than one year relate to a bank loan of 6,332,000 which carries interest at a fixed rate of 6.96%. Under the terms of an agreement which is currently being finalised, repayment is by quarterly instalments until 19 November 2014. The loan is secured by a mortgage over the freehold land and buildings and other assets of the company. 17 Provisions for liabilities and charges Group and company As at 1 October Additional charge for /00 Utilised in year Unwinding of discount At 30 September Provision for vacant properties 650 - (111) 23 562 Provision for deferred tax: Accelerated capital allowances 58 225 - - 283 Short term timing differences (58) (114) - - (172) - 111 - - 111 650 111 (111) 23 673 15

Vacant properties The group has a number of vacant properties which are located in Aylesbury. The principal assumptions made, concerning the future of the vacant properties and the amounts that may be required to settle the obligations, taking into account expected rentals, are as follows: (a) (b) (c) (d) two units are not expected to be sublet for the remainder of the lease term. one unit is expected to be sublet for the remaining lease term. one unit is expected to be sublet for 6 ¼ years of the remaining lease term. discount rates used are the average UK Gilt yield int rates with expiry dates commensurate with the lease terms. 18 Called up share capital Authorised Allotted, called up and fully paid Ordinary shares of 1 each 9,375 9,375 9,375 9,375 Ordinary non-voting shares of 1 each 625 625 625 625 10,000 10,000 10,000 10,000 The ordinary shares and non-voting shares rank pari passu in all respects so that holders of non-voting shares are entitled to notice of and to attend general meetings but have no right to speak or vote at those meetings. 19 Reserves Group Other reserves Group Profit and loss account Company Profit and loss account At 1 October 98 3,479 3,229 Retained profit for the financial year - 486 482 At 30 September 98 3,965 3,711 16

20 Reconciliation of movements in equity shareholders funds Profit for the financial year 486 1,653 Equity shareholders funds at 1 October 13,577 11,924 Equity shareholders funds at 30 September 14,063 13,577 21 Reconciliation of operating profit to net cash inflow/(outflow) from operating activities Continuing operations Operating profit 1,405 2,881 Amortisation of government grants (2) (2) Depreciation of tangible fixed assets 1,128 1,032 Loss on sale of fixed assets 1 24 Decrease/(increase) in stocks 3,007 (2,607) Decrease/(increase) in debtors 2,406 (4,753) (Decrease)/increase in creditors (4,211) 2,967 Movements in provisions (107) (660) Net cash inflow/(outflow) from continuing operating activities 3,627 (1,118) 22 Reconciliation of net cash flow to movement in net debt Increase/(decrease) in cash in the year 1,374 (2,050) Cash inflow/(outflow) from increase/decrease in debt 396 (2,885) Movement in net debt in the period 1,770 (4,935) Net debt at 1 October (12,180) (7,245) Net debt at 30 September (10,410) (12,180) 17

23 Analysis of net debt At 1 October Cash flow At 30 September 000 000 000 Cash at bank and in hand 21 867 888 Overdrafts (507) 507 - (486) 1,374 888 Debt due within 1 year (11,694) 6,548 (5,146) Debt due after more than one year - (6,152) (6,152) (12,180) 1,770 10,410 24 Contingent liabilities Contingent liabilities in respect of bank guarantees amount to 6,201 (: 10,000). Contingent liabilities in respect of guarantees given to HMC&E for VAT deferment duty amount to 274,000 (: 24,000). Contingent liabilities in respect of foreign bills for negotiation amount to Nil (: 201,000). In the opinion of the directors no loss will arise in connection with these guarantees. 25 Capital commitments Capital expenditure contracted but not provided for in the financial statements - - 18

26 Financial commitments At 30 September the company had annual commitments under non-cancellable operating leases expiring as follows: Land and buildings Other Within one year - - 472 496 Within one to two years - - 167 193 Within two to five years - - 37 13 After five years 131 131 - - 131 131 676 702 27 Pension commitments The group operates a funded defined benefit pension scheme, the assets of which are held separately from those of the group in independently administered funds. The latest actuarial valuation of the Aesculap Limited Pension Scheme was carried out by an independent qualified actuary as at 1 January. The projected unit method was used. The assumptions that have the most significant effect on the valuation are those relating to the rate of return on investments, rate of increase in dividends and the rates of increase in salaries and pensions. It was assumed that the investment return would be 8% per annum, that salary increases would average 5.5% per annum and that present and future pensions would increase at the rate of 3.5% per annum. The actuarial market value of the Scheme's assets at the valuation date was 6.3 million and the actuarial value of those assets was 106% of the liabilities. The cost of the defined benefit scheme for the year was 246,000. There is no material difference between this charge and the charge for the year calculated under SSAP 24. Nor is there a material surplus or deficit of the scheme s assets or liabilities at 30 September which, under SSAP 24, would require an asset or liability to be shown in the company s balance sheet at that date. The actuary predicts that the scheme is likely to run into deficit in future years, unless the company increases its rate of contribution. The company is committed to making such increases in contributions as may be necessary. The group also operates a defined contribution scheme, administered by Assicurazioni Generali SpA. The total pension cost for the year was 320,000 (: 311,000). 19

28 Related party transactions B Braun Medical Limited holds 1,000 of the ordinary shares (33.3% of the nominal value) of Platts & Nisbett Limited, an associated undertaking. During the year to 30 September the company sold and purchased goods totalling 29,252 and 146,339 (: 64,133 and 133,592) to and from Platts & Nisbett Limited respectively. Amounts outstanding at the year end are disclosed in the notes 14 and 15 to the financial statements. 29 Ultimate parent company The directors regard B Braun Melsungen AG, a company registered in Germany as the ultimate parent company and controlling party. According to the register kept by the Company, B Braun Melsungen AG has a 50% interest in the equity of B Braun Medical Limited at 30 September and Aesculap International GmbH, a company registered in Germany, has the remaining 50% interest. Copies of the parent's consolidated financial statements may be obtained from PO Box 110, D3508 Melsungen, GERMANY. This is the last line of the financial statements 20