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Toms Gruppen A/S Annual Report 2014 Registration no: 56759328

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Page 1: Annual Report 2014UK - Toms · sell confectionery. Denmark is the largest market, including sales to Danish/German border shops. Mainly bran-ded products are sold in Denmark, and

Toms Gruppen A/SAnnual Report 2014

Registration no: 56759328

Page 2: Annual Report 2014UK - Toms · sell confectionery. Denmark is the largest market, including sales to Danish/German border shops. Mainly bran-ded products are sold in Denmark, and

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Contents

Company details s. 4Financial highlights s. 6Management’s review s. 7Statement by the Board of Directors and the Executive Board s. 11Independent auditors’ report s. 12Consolidated fi nancial statements and parent company fi nancial statements for the period 1 January – 31 December 2014 s. 14Accounting policies s. 14Group companies s. 37Board of Directors s. 38

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Company detailsToms Gruppen A/SToms Allé 12750 Ballerup, Denmark

Telephone: +45 44 89 10 00Fax: +45 44 89 10 99Registration no.: 56 75 93 28 Website: www.tomsgroup.comEstablished: 30 January 1924 Registered offi ce: BallerupE-mail: [email protected] Ownership Toms Gruppen A/S is a fully owned subsidiary of Gerda & Victor B. Strand Holding A/S, Ballerup, Denmark

SubsidiariesToms Sverige AB, SwedenToms Polska Sp. z o.o., PolandAnthon Berg Inc., USAHanseatische Chocolade GmbH, GermanyHanseatische Geschäftsführungs GmbH, GermanyBremer Hachez Chocolade GmbH & Co. KG, GermanyFeodora Chocolade GmbH & Co. KG, GermanyHuchtinger Logistik GmbH & Co. KG, GermanyHawopral GmbH, GermanyToms Confectionery Group Pte. Ltd., Singapore

Adopted at the annual general meeting on 27 March 2015

Chairman of the meeting

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Corporate chart

*Hanseatische Geschäftsführungs GmbH acts as the General Partner in

Bremer Hachez Chocolade GmbH & Co. KG, Feodora Chocolade GmbH & Co. KG and

Huchtinger Logistik GmbH & Co. KG.

Toms Gruppen A/S

DKK

Toms Sverige

(100%)

Toms Polska Sp. z o.o.

(100%)

Hanseatische

Chocolade GmbH

(100%)

Anthon Berg Inc.

(100%)

Bremer Hachez

Chocolade GmbH & Co.

KG (100%)

Feodora Chocolate

Gmbh & Co. KG

(100%)

Huchtinger Logistik

GmbH & Co. KG

(100%)

Hanseatische

Geschäftsführungs

GmbH (100%)*

Hawopral GmbH

(100%)

Toms Confectionery

Group Pte. Ltd.

(100%)

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Financial highlights

DKK m 2014 2013 2012 2011 2010

1.748,9 1.817,4 1.637,2 1.396,1 1.296,5565,6 592,4 559,7 458,7 446,333,9 28,3 68,7 29,1 63,9

-32,5 28,3 68,7 29,1 63,9-3,9 -1,0 3,2 -3,4 4,2

-36,4 27,2 71,9 25,7 68,1-44,2 18,4 51,1 21,2 51,8

Profit/loss for the year -44,2 18,4 51,1 21,2 51,8

368,9 463,7 494,0 343,1 357,3570,3 600,3 636,8 622,4 551,3939,2 1.064,0 1.130,8 965,5 908,6

3,5 3,5 3,5 3,5 3,5445,7 643,2 615,8 559,7 553,8

61,5 79,4 94,3 31,1 45,35,9 7,1 9,4 0,0 14,3

426,1 334,3 411,2 374,7 295,2939,2 1.064,0 1.130,8 965,5 908,6

115,4 28,8 73,4 102,5 72,4-40,4 -46,0 -176,4 -26,2 -36,4

Of this investments in property, plant and equipment -40,4 -46,0 -60,4 -26,2 -34,7

-1,2 -1,2 -21,0 -14,3 -14,373,8 -18,4 -124,0 62,1 21,7

1.277 1.201 1.258 803 776

Financial ratios:

Growth in operating profit -215,0% -58,8% 136,1% -54,4% 48,6%Operating margin -1,9% 1,6% 4,2% 2,1% 4,9%Return on invested capital -4,4% 3,6% 11,4% 5,9% 12,2%Gross margin 32,3% 32,6% 34,2% 32,9% 34,4%Current ratio 133,8% 179,6% 154,9% 170,0% 186,8%Solvency ratio 47,5% 60,5% 54,5% 58,0% 61,0%Return on equity -8,1% 2,9% 8,7% 3,8% 9,8%

Revenue

Profit/loss before taxProfit/loss after tax

Non-current assets

Gross profit

Operating profit/lossOperating profit/loss before goodwill/trademarks impairment

Net financials

ProvisionsLong-term liabilitiesShort-term liabilitiesTotal liabilities and equity

Current assetsTotal assetsShare capitalEquity

Average number of employees

Cash flow from operating activitiesCash flow from investment activities

Cash flow from financing activitiesTotal increase/decrease in cash and cash equivalents

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Management’s review

Financial highlights

Principal activities of the CompanyToms Gruppen A/S manufacture, market and sell confectionery.

Denmark is the largest market, including sales to Danish/German border shops. Mainly bran-ded products are sold in Denmark, and Toms Gruppen A/S is a market leader across the con-fectionery category as a total.

In Germany, sales mainly consist of premium chocolate under the brands of Hachez and Feo-dora.

In Sweden, sales consist of pick and mix sweets as well as branded goods.

The international business unit primarily ex-ports to the main markets in Norway, North America, the Netherlands and Australia as well as the other Nordic countries, the Far East and Middle East. In several markets, sales handled through distributors. The business unit is also responsible for sales to the travel retail market.

The Group’s production takes place at the Group’s own four factories in Denmark (2), Ger-many (1), and Poland (1). The facility in Poland only handles packaging tasks. During 2014, the company’s production facility in Sweden was closed and production transferred to one of the existing factories in Denmark. The Group is or-ganized into four main sales units: Denmark, Germany, Sweden and International.

Development in activities and fi nancial po-sition

Profi t for the yearThe Group’s revenue for 2014 amounted to DKK 1,748.9 million against DKK 1,817.4 million in 2013. Revenue decreased by DKK 68.5 million, corresponding to a decrease of 3.8 per cent.

In 2014, production costs in percent of revenue amounted to 67.6 per cent compared to 67.4 per cent in 2013.

In 2014, the operating result amounted to DKK -32.6 million compared to DKK 28.3 million in 2013. The result was negatively affected by the non-cash impairment of the remaining goodwill and trademarks, DKK 66.4 million pre tax, re-lating to the acquisition of Hanseatische Cho-colade GmbH in 2012 due to the recent fi nan-cial performance and an adjusted expectation of future earnings levels from the German en-tity. The underlying profi t for the Group impro-ved slightly compared to 2013 primarily due to strong savings on overheads. Despite the im-provement of the underlying profi t, the level of profi tability was not satisfactory. To be able to reinvest in the company’s production, brands and people, a higher profi tability level is nee-ded.

Net fi nancials show an expense of DKK 3.9 mil-lion in 2014 compared to an expense of DKK 1.0 million in 2013, equivalent to a negative de-velopment of DKK 2.9 million due to value ad-

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justment of currency hedging instruments.

Balance sheet and equity developmentThe Group’s total assets at year end amounted to DKK 939.2 million against DKK 1,064.0 mil-lion in 2013. At the end of 2014, working ca-pital amounted to DKK 309.3 million against DKK 331.8 million at the end of 2013, which is equivalent to 17.7 per cent of revenue and, in 2013, to 18.3 per cent of revenue.

Net interest-bearing debt amounted to DKK -3.5 million at year end. At the end of 2013, the net interest-bearing debt amounted to DKK 70.7 million. At 31 December 2014, equity amounted to DKK 445.7 million, while equity amounted to DKK 643.2 million in 2013. The solvency ratio amounted to 47.5 per cent and 60.5 per cent, respectively.

Uncertainty regarding recognition and me-asurementGoodwill impairment testing is based on the re-coverable amount, which is determined as the value-in-use applying the DCF method. The cal-culation is based on assumptions and estimates for the future and is therefore subject to uncer-tainty. At year-end the impairment test led to an impairment of the remaining balance of goodwill and trademarks relating to Germany as detailed above.

Investments and cash fl owNet investments amounted to DKK 40.4 million in 2014 against DKK 46.0 million in 2013. Con-solidated cash fl ow from operating, investment and fi nancing activities was DKK 73.8 million compared to DKK -18.4 million in 2013. Impro-vements in cash fl ow were primarily caused by better operational cash fl ow compared to 2013.

Development activitiesCosts are continuously incurred for develop-ment of the product portfolio. Development

activities include the development of new pro-ducts as well as development of existing produ-cts and concepts. All development costs were expensed.

2015 OutlookManagement expects that the market generally will be in line with 2014 with continued strong price competition in the retail sector in all of the Group’s markets. It is estimated that the confectionery market will see a modest decline in the relevant geographical areas of the Group.

Management expects a moderate increase in both revenue and underlying profi t in 2015.

Events after the reporting periodNo events have occurred after the end of the fi nancial year, which signifi cantly affect the an-nual report.

Particular risks

General risksThe Group’s main operating risks are attribu-table to the development of the competitive en-vironment in the confectionery market. In addi-tion, risks are associated with the development of world market prices of cocoa, cocoa butter, almonds, hazelnuts, gelatin and sugar.

Financial risks

Interest rate risksThe company is not signifi cantly exposed to changes in interest rate levels due to low exter-nal debt levels.

Currency risksThe Group’s currency risks occur partly becau-se there is an imbalance between income and expenses in each currency (transaction risk),

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and partly because the Group includes compa-nies with a functional currency other than DKK (translation risk).

Transaction risk: The Group incurs signifi cant costs in foreign currency for the purchase of raw materials, and the individual companies have revenues in foreign currencies. The Group’s currency policy stipulates as a general rule that cash fl ows in the major currencies (SEK, NOK, GBP and USD) must be hedged according to po-licy. Hedging is mainly done by using forward contracts and futures.

Translation risk: Net assets in foreign currency were not hedged, as these would not have a signifi cant size. For 2014, the income statement and balance sheet were affected by fl uctuations in EUR, SEK, USD and PLN, however the impact on the Group’s results were not signifi cant.

Credit risksThe Group’s credit risks are related to the pri-mary fi nancial assets and to derivative fi nancial instruments with a fl uctuating market value.

The Group’s policy for undertaking credit risks means that all major customers and other busi-ness partners must be credit rated. A large pro-portion of transactions with customers outside the local markets are insured. Counterparty risk on derivatives is managed by assessing the credit risk of counterparties by credit rating from an international credit rating agency.

Corporate social responsibilityThe Group has decided to publish the statutory report on social responsibility according to sec-tion 99a(7) of the Danish Financial Statements Act on our website.

The Global Compact Report can be found at www.toms.dk/csr-report2014 and is an integral

part of the Management’s review.

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Executive Board

Carsten Lyngsø Thomsen CEO

Board of Directors

Morten Petersen Flemming Sundø Mikael Thinghuus Carsten Bennike

Lone C. Nielsen Søren Svenningsen Joan Wind

Statement by the Board of Directors and the Executive Board

Henrik BrandtChairman

Christian H. Sørensen Vice Chairman

Anders Hagh CFO

Ballerup, 23 March 2015

The Board of Directors and the Executive Board have today discussed and approved the annual report of 2014 for the fi nancial year 1 January – 31 December 2014.

The annual report has been prepared in accor-dance with the Danish Financial Statements Act. It is our opinion that the consolidated fi nancial statements and the parent company fi nanci-al statements give a true and fair view of the Group’s and the Company’s fi nancial position at 31 December 2014 and of the results of the Group’s and the Company’s operations and con-

solidated cash fl ows for the fi nancial year 1 Ja-nuary – 31 December 2014.

Further more, in our opinion, the Management’s review gives a fair review of the development in the Group’s and the Company’s operations and fi nancial matters and the results of the Group’s and the Company’s operations and fi nancial po-sition.

We recommend that the annual report be ap-proved at the annual general meeting.

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Independent auditors’ report

To the shareholder of Toms Gruppen A/S

Independent auditors’ report on the con-solidated fi nancial statements and the pa-rent company fi nancial statements

We have audited the consolidated fi nancial statements and the parent company fi nancial statements of Toms Gruppen A/S for the fi nan-cial year 1 January – 31 December 2014, which comprise accounting policies, income state-ment, balance sheet, statement of changes in equity and notes, for the Group as well as for the parent company and consolidated cash fl ow statement. The consolidated fi nancial state-ments and the parent company fi nancial state-ments are prepared in accordance with the Da-nish Financial Statements Act.

Management’s responsibility for the con-solidated fi nancial statements and the pa-rent company fi nancial statementsManagement is responsible for the preparation of consolidated fi nancial statements and parent company fi nancial statements that give a true and fair view in accordance with the Danish Fi-nancial Statements Act and for such internal control that Management determines is neces-sary to enable the preparation of consolidated fi nancial statements and parent company fi nan-cial statements that are free from material mis-statement, whether due to fraud or error.

Auditors’ responsibilityOur responsibility is to express an opinion on the consolidated fi nancial statements and the parent company fi nancial statements based on our audit. We conducted our audit in accor-dance with International Standards on Audi-ting and additional requirements under Danish audit regulation. This requires that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance as to

whether the consolidated fi nancial statements and the parent company fi nancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated fi nancial state-ments and the parent company fi nancial state-ments. The procedures selected depend on the auditors’ judgement, including the assess-ment of the risks of material misstatement of the consolidated fi nancial statements and the parent company fi nancial statements, whether due to fraud or error. In making those risk as-sessments, the auditors consider internal con-trol relevant to the Company’s preparation of consolidated fi nancial statements and parent company fi nancial statements that give a true and fair view in order to design audit procedu-res that are appropriate in the circumstances, but not for the purpose of expressing an opi-nion on the effectiveness of the Company’s in-ternal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by Management, as well as evaluating the overall presentation of the consolidated fi nanci-al statements and the parent company fi nancial statements.

We believe that the audit evidence we have ob-tained is suffi cient and appropriate to provide a basis for our opinion.

Our audit has not resulted in any qualifi cation.

OpinionIn our opinion, the consolidated fi nancial state-ments and the parent company fi nancial state-ments give a true and fair view of the Group’s and the parent company’s fi nancial position at

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31 December 2014 and of the results of the Group’s and the parent company’s operations and consolidated cash fl ows for the fi nancial year 1 January – 31 December 2014 in accor-dance with the Danish Financial Statements Act.

Statement on the Management’s reviewPursuant to the Danish Financial Statements Act, we have read the Management’s review. We have not performed any further procedures in addition to the audit of the consolidated fi nanci-al statements and the parent company fi nancial statements. On this basis, it is our opinion that the information provided in the Management’s review is consistent with the consolidated fi nan-cial statements and the parent company fi nan-cial statements.

Copenhagen, 23 March 2015 Ernst & YoungGodkendt Revisionspartnerselskab

Jens Thordahl Nøhr State Authorised Public Accountant

Lisa HagedornState AuthorisedPublic Accountant

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Consolidated fi nancial statements and parent company fi nancial statements for the period 1 January – 31 December 2014

Accounting policies

The annual report of Toms Gruppen A/S for 2014 has been prepared in accordance with the provisions applying to reporting class C enter-prises (large) under the Danish Financial State-ments Act.

The comparative fi gures of trade receivab-les and other payables have been restated to refl ect actual netting of certain balances, the change has no effect on the income statement or the equity.

The accounting policies used in the preparation of the fi nancial statements are consistent with those of last year.

Recognition and measurementAssets are recognised in the balance sheet when it is probable that future economic bene-fi ts will fl ow to the Group and the income can be measured reliably.

Liabilities are recognised in the balance sheet when the Group as a result of a past event has a legal or constructive obligation and it is proba-ble that future economic benefi ts will fl ow from the Group, and the value can be measured re-liably.

In recognising and measuring assets and lia-bilities, any gains, losses and risks occurring prior to the presentation of the annual report that evidence conditions existing at the balance sheet date are taken into account.

Income is recognised in the income statement as it occurs, including value adjustments of fi -nancial assets and liabilities measured at fair value or amortised cost. In addition, costs in-

curred to generate the year’s earnings, inclu-ding depreciation, amortisation, provisions and reversals due to changes in accounting esti-mates of amounts previously recognised in the consolidated fi nancial statements and the pa-rent company fi nancial statements.

Consolidated fi nancial statementsThe consolidated fi nancial statements comprise the parent company, Toms Gruppen A/S, and subsidiaries in which Toms Gruppen A/S direct-ly or indirectly holds more than 50 per cent of the voting rights or which it, in some other way, controls. Enterprises in which the Group holds between 20 per cent and 50 per cent of the vo-ting rights and over which it exercises signifi -cant infl uence, but which it does not control, are considered associates, see the group chart.On consolidation, intra-group income and ex-penses, shareholdings, intra-group balances and dividends, and realised and unrealised gains and losses on intra-group transactions are eliminated.

Investments in subsidiaries are set off against the proportionate share of the subsidiaries’ fair value of net assets or liabilities at the acquisi-tion date.

Business combinationsEnterprises acquired or formed during the year are recognised in the consolidated fi nancial statements from the date of acquisition or for-mation. Enterprises disposed of are recognised in the consolidated income statement until the date of disposal. The comparative fi gures are not adjusted for acquisitions or disposals.

Gains or losses on disposal of subsidiaries and

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associates are stated as the difference between the sales amount and the carrying amount of net assets at the date of disposal plus non-amorti-sed goodwill and anticipated disposal costs.Acquisitions of enterprises are accounted for using the acquisition method, according to which the identifi able assets and liabilities ac-quired are measured at their fair values at the date of acquisition. Provision is made for costs related to adopted and announced plans to re-structure the acquired enterprise in connection with the acquisition. The tax effect of the re-statement of assets and liabilities is taken into account.

Any excess of the cost over the fair value of the identifi able assets and liabilities acquired (goodwill), including restructuring provisions, is recognised as intangible assets and amortised on a systematic basis in the income statement based on an individual assessment of the useful life of the asset, not exceeding 20 years.

Goodwill from acquired enterprises can be adju-sted until the end of the year following the year of acquisition.

Foreign currency translationOn initial recognition, transactions denominated in foreign currencies are translated at the ex-change rates at the transaction date. Foreign exchange differences arising between the ex-change rates at the transaction date and at the date of payment are recognised in the income statement as fi nancial income or fi nancial ex-penses.

Receivables, payables and other monetary items denominated in foreign currencies are translated at the exchange rates at the balance sheet date. The difference between the exchan-ge rates at the balance sheet date and at the date at which the receivable or payable arose or was recognised in the latest fi nancial state-ments is recognised in the income statement as fi nancial income or fi nancial expenses.

Foreign subsidiaries and associates are consi-dered separate entities. The income statements are translated at the average exchange rates for the month, and the balance sheet items are translated at the exchange rates at the ba-lance sheet date. Foreign exchange differences arising on translation of the opening equity of foreign subsidiaries at the exchange rates at the balance sheet date and on translation of the in-come statements from average exchange rates to the exchange rates at the balance sheet date are recognised directly in equity.

Foreign exchange adjustments of intra-group balances with independent foreign subsidiaries which are considered part of the investment in the subsidiary are recognised directly in equity. Foreign exchange gains and losses on loans and derivative fi nancial instruments designated as hedges of foreign subsidiaries are also recogni-sed directly in equity.

Derivative fi nancial instrumentsDerivative fi nancial instruments are initially re-cognised in the balance sheet at cost and are subsequently measured at fair value. Positive and negative fair values of derivative fi nancial instruments are included in other receivables and payables, respectively.Changes in the fair value of derivative fi nancial instruments designated as and qualifying for recognition as a hedge of the fair value of a re-cognised asset or liability are recognised in the income statement together with changes in the fair value of the hedged asset or liability.Changes in the fair value of derivative fi nan-cial instruments designated as and qualifying for recognition as a hedge of future assets and liabilities are recognised in other receivables or other payables and in equity. If the forecast transaction results in the recognition of assets or liabilities, amounts previously recognised in equity are transferred to the cost of the asset or liability, respectively. If the forecast transaction results in income or expenses, amounts pre-viously recognised in equity are transferred to

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the income statement in the period in which the hedged item affects profi t or loss.For derivative fi nancial instruments that do not qualify for hedge accounting, changes in fair va-lue are recognised in the income statement on a regular basis.

Income statement

RevenueIncome from the sale of goods for resale and fi -nished goods is recognised in the income state-ment when delivery and transfer of risk to the buyer have taken place and provided that the in-come can be reliably measured and is expected to be received. Revenue is measured ex. VAT and taxes charged on behalf of third parties.

Revenue is measured at fair value of the agreed consideration ex. VAT and taxes charged on be-half of third parties. All discounts granted are recognised in revenue.

Production costsProduction costs comprise costs, including de-preciation and amortisation and salaries, incur-red in generating the revenue for the year. Such costs include direct and indirect costs for raw materials and consumables, wages and salaries, rent and leases, and depreciation of production plants.

Sales and distribution costsCosts incurred in distributing goods sold during the year and in conducting sales campaigns, etc., during the year are recognised as distri-bution costs. Also, costs relating to sales staff, advertising, exhibitions and depreciation are re-cognised as distribution costs.

Administrative expensesAdministrative expenses comprise expenses in-curred during the year for company manage-ment and administration, including expenses for administrative staff, management, offi ce

premises and offi ce expenses, and depreciation.

Other operating costsOther operating costs comprise items second-ary to the activities of the Company, including losses on disposal of intangible assets and pro-perty, plant and equipment.

Profi ts/losses from investments in subsi-diaries and associatesThe proportionate share of the results after tax of the individual subsidiaries is recognised in the income statement of the parent company after full elimination of intra-group profi ts/losses.The proportionate share of the results after tax of the associates is recognised in both the consolidated income statement and the parent company income statement after elimination of the proportionate share of intra-group profi ts/losses.

Financial income and expensesFinancial income and expenses comprise interest income and expense, gains and losses on secu-rities, payables and transactions denominated in foreign currencies, amortisation of fi nancial assets and liabilities as well as surcharges and refunds under the on-account tax scheme, etc.

Tax on profi t/loss for the yearTax for the year comprises current tax for the year and changes in deferred tax. The tax ex-pense relating to the profi t/loss for the year is recognised in the income statement, and the tax expense relating to amounts directly recognised in equity is recognised directly in equity. The tax expense recognised in the income state-ment relating to the extraordinary profi t/loss for the year is allocated to this item whereas the remaining tax expense is allocated to the profi t/loss for the year from ordinary activities.

The parent company, Gerda & Victor B. Strand Holding A/S, is covered by the Danish rules on compulsory joint taxation of the Group’s Danish

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subsidiaries. Subsidiaries form part of the joint taxation from the date on which they are inclu-ded in the consolidation of the consolidated fi -nancial statements and up to the date on which they exit the consolidation.

Gerda og Victor B. Strand Holding A/S is the ad-ministrative company for the joint taxation and consequently settles all corporate tax payments with the tax authorities.

The current Danish corporate tax is allocated by settlement of joint taxation contribution bet-ween the jointly taxed companies in proportion to their taxable income. In this relation, compa-nies with tax loss carryforwards receive joint taxation contribution from companies that have used these losses to reduce their own taxable profi ts.

Tax for the year comprises current tax, joint ta-xation contributions for the year and changes in deferred tax for the year – due to changes in the tax rate. The tax expense relating to the profi t/loss for the year is recognised in the in-come statement, and the tax expense relating to amounts directly recognised in equity is re-cognised directly in equity.

Balance sheetIntangible assets

Goodwill and trademarksGoodwill and trademarks are amortised over the estimated useful life determined on the ba-sis of Management’s experience of the specifi c business areas. Goodwill and trademarks are amortised on a straight-line basis over a ma-ximum amortisation period of 20 years, lon-gest for strategically acquired enterprises with strong market positions and long-term earnings profi les.

Property, plant and equipmentLand and buildings, plant and machinery and fi xtures and fi ttings, tools and equipment are

measured at cost less accumulated depreciation and impairment losses. Land is not depreciated.

Cost comprises the purchase price and any costs directly attributable to the acquisition un-til the date when the asset is available for use. The cost of self-constructed assets comprises direct and indirect costs of materials, compo-nents, subsuppliers, and wages and salaries.

Interest expense on loans to fi nance the pro-duction of property, plant and equipment which concerns the production period is included in costs. All other borrowing costs are recognised in the income statement.

Where individual components of an item of pro-perty, plant and equipment have different useful lives, they are accounted for as separate items, which are depreciated separately.

The basis of depreciation, which is calculated as cost less any residual value, is depreciated on a straight-line basis over the expected useful life. The expected useful lives are as follows:

• Buildings 30 years• Installations in buildings 10 years• Fixtures and fi ttings, tools

and equipment 5-20 years• Cars 3 years• It equipment 3-5 years

Depreciation is recognised in the income state-ment as production costs, distribution costs and administrative expenses, respectively.

Gains and losses on the disposal of property, plant and equipment are determined as the dif-ference between the selling price less selling costs and the carrying amount at the date of disposal. Gains or losses are recognised in the income statement as other operating income or other operating costs, respectively.

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Investments in subsidiaries and associatesInvestments in subsidiaries and associates are measured under the equity method.

Investments in subsidiaries and associates are measured at the proportionate share of the enterprises’ net asset values calculated in ac-cordance with the Group’s accounting policies minus or plus unrealised intra-group profi ts and losses and plus or minus any residual value of positive or negative goodwill determined in ac-cordance with the acquisition method.

Investments in subsidiaries and associates with negative net asset values are measured at DKK 0 (nil), and any amounts owed by such enter-prises are written down if the amount owed is irrecoverable. If the parent company has a le-gal or constructive obligation to cover a defi cit that exceeds the amount owed, the remaining amount is recognised under provisions.

Net revaluation of investments in subsidiaries and associates is recognised in the reserve for net revaluation in equity under the equity met-hod to the extent that the carrying amount ex-ceeds costs.On acquisition of subsidiaries, the acquisition method is applied, see consolidated fi nancial statements above.

Impairment of non-current assetsThe carrying amount of intangible assets and property, plant and equipment is subject to an annual test for indications of impairment other than the decrease in value refl ected by amorti-sation or depreciation.

Impairment tests are conducted of individual assets or groups of assets (cash-generating units) when there is an indication that they may be impaired. Write-down is made to the recove-rable amount if this is lower than the carrying amount.

The recoverable amount is the higher of an as-set’s net selling price and its value in use. The value in use is determined as the present value of the expected net cash fl ows from the use of the asset or the group of assets and expected net cash fl ows from the disposal of the asset or the group of assets after the end of the useful life. Other investmentsOther investments recognised under non-cur-rent assets comprise listed bonds measured at fair value.

InventoriesInventories are measured at cost in accordance with the FIFO method. Where the net realisable value is lower than cost, inventories are written down to this lower value.

Goods for resale and raw materials and con-sumables are measured at cost, comprising purchase price plus delivery costs.

Finished goods and work in progress are measu-red at cost, comprising the cost of raw materi-als, consumables, direct wages and salaries and indirect production overheads. Indirect produc-tion overheads comprise indirect materials and wages and salaries as well as maintenance and depreciation of production machinery, buildings and equipment as well as factory administration and management. Borrowing costs are not in-cluded in cost.

The net realisable value of inventories is calcu-lated as the sales amount less costs of complet-ion and costs necessary to make the sale and is determined taking into account marketability, obsolescence and development in expected sel-ling price.

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ReceivablesReceivables are measured at amortised cost.

Write-down is made for bad debt losses where there is an objective indication that a receivable or a receivable portfolio has been impaired. If there is an objective indication that an individu-al receivable has been impaired, a write-down is made on an individual basis.

SecuritiesSecurities, comprising listed bonds, are measu-red at fair value at the balance sheet date.

Cash at bank and in handToms Gruppen A/S is part of a cash pool arran-gement together with other group companies. Balances arising from cash pools are included in cash at bank and in hand/Bankloans and overdrafts in the balance sheet of the parent company

DividendsProposed dividends are recognised as a liabi-lity at the date when they are adopted at the annual general meeting (declaration date). The expected dividend payment for the year is dis-closed as a separate item under equity.

Corporation tax and deferred taxCurrent tax payable and receivable is recogni-sed in the balance sheet as tax computed on the taxable income for the year, adjusted for tax on the taxable income of prior years and for tax paid on account.

Joint taxation contribution payable and re-ceivable is recognised in the balance sheet as „Corporation tax receivable“ or „Corporation tax payable“.

Deferred tax is measured using the balance sheet liability method on all temporary differen-ces between the carrying amount and the tax value of assets and liabilities. However, deferred tax is not recognised on temporary differences

relating to goodwill which is not deductible for tax purposes and on offi ce premises and other items where temporary differences arise at the date of acquisition without affecting eitherprofi t/loss for the year or taxable income. Whe-re alternative tax rules can be applied to de-termine the tax base, deferred tax is measured based on Management’s planned use of the as-set or settlement of the liability, respectively.

Deferred tax assets, including the tax value of tax loss carryforwards, are recognised at the expected value of their utilisation; either as a set-off against tax on future income or as a set-off against deferred tax liabilities in the same legal tax entity and jurisdiction.

Adjustment is made to deferred tax resulting from elimination of unrealised intra-group pro-fi ts and losses.

Deferred tax is measured in accordance with the tax rules and at the tax rates applicable in the respective countries at the balance sheet date when the deferred tax is expected to cry-stallise as current tax. The change in deferred tax as a result of changes in tax rates is recog-nised in the income statement.

Provisions Provisions are recognised when, as a result of past events, the Company has a legal or a con-structive obligation and it is probable that there may be an outfl ow of resources embodying eco-nomic benefi ts to settle the obligation. Provisi-ons are measured at net realisable value. If the obligation is expected to be settled far into the future, the obligation is measured at fair value.

Liabilities other than provisionsOther liabilities are measured at net realisable value.

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Cash fl ow statementThe cash fl ow statement shows the Company’s cash fl ows from operating, investing and fi nan-cing activities for the year, the year’s changes in cash and cash equivalents as well as the Company’s cash and cash equivalents at the beginning and end of the year.

Cash fl ows from operating activitiesCash fl ows from operating activities are calcu-lated as the profi t/loss for the year adjusted for non-cash operating items, changes in working capital and corporation tax paid. Cash fl ows from investment activitiesCash fl ows from investment activities comprise payments in connection with acquisitions and disposals of enterprises and activities and of in-tangible assets, property, plant and equipment and investments.

Cash fl ows from fi nancing activitiesCash fl ows from fi nancing activities comprise the raising of loans, repayment of interest-bea-ring debt and payment of dividends to share-holders.

Segment informationInformation is provided on business segments and geographical markets. Segment informati-on is based on the Company’s internal fi nancial management.

Financial ratiosFinancial ratios are calculated in accordance with the Danish Society of Financial Analysts’ guidelines on the calculation of fi nancial ratios „Recommendations and Financial Ratios 2010“.

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Income statement 2014

DKK '000

2013 2014 Note 2014 2013

1.328.276 1.312.552 1 Revenue 1.748.853 1.817.421

-913.561 -916.662 11 Production costs -1.183.261 -1.224.986

414.715 395.890 Gross profit 565.592 592.435

-293.840 -264.257 11 Sales and distribution costs -405.881 -434.986

-67.176 -57.722 11 Administrative expenses -184.704 -129.158

0 -4.184 Other operating costs -7.546 0

53.699 69.727 Operating profit/loss -32.539 28.291

-28.320 -99.890 13 Share of profit/loss in subsidiaries after tax 0 0

19.795 5.243 2 Financial income 1.671 17.226

-14.284 -2.480 3 Financial expenses -5.544 -18.274

30.890 -27.400 Profit/loss before tax -36.412 27.243

-12.523 -16.782 4 Tax on profit/loss from ordinary activities -7.770 -8.876

18.367 -44.182 Profit/loss for the year -44.182 18.367

Proposed profit appropriation

-151.633 -44.182 Retained earnings

170.000 0 Proposed dividends

18.367 -44.182 Profit/loss for the year

Parent company Group

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Balance Sheet 31.12.2014

Assets DKK '000

2013 2014 Note 2014 2013

0 0 5 Goodwill 27.882 78.331

0 0 6 Trademarks 260 33.997

0 0 Total intangible assets 28.142 112.328

75.487 69.846 7 Land and buildings 90.831 101.387

172.345 186.877 8 Plant and machinery 220.265 218.404

576 114 9 Fixtures and fittings, tools and equipment 10.027 11.988

16.525 10.025 10 Property, plant and equipment under construction 10.027 16.824

264.933 266.862 Total property, plant and equipment 331.150 348.603

2.735 2.735 12 Other investments 2.735 2.735

126.149 101.318 13 Investments in subsidiaries 0 0

0 0 14 Deferred tax assets 6.855 0

128.884 104.053 Total financial assets 9.590 2.735

393.817 370.915 Total non-current assets 368.882 463.666

220.871 215.200 15 Inventories 280.522 292.847

146.005 160.520 Trade receivables 232.877 244.501

195.542 107.183 Amounts owed by affiliated companies 0 0

0 0 Corporation taxes 4.504 1.936

8.946 18.656 Other receivables 22.409 12.700

1.701 1.972 Prepayments 1.972 3.386

352.194 288.331 Total receivables 261.762 262.523

1.283 678 16 Securities and investments 678 1.283

25.213 10.712 Cash at bank and in hand 27.319 43.683

599.561 514.921 Total current assets 570.281 600.336

993.378 885.836 Total assets 939.163 1.064.002

Parent company Group

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Balance Sheet 31.12.2014

Equity and liabilities DKK '000

2013 2014 Note 2014 2013

3.500 3.500 17 Share capital 3.500 3.500

469.743 442.195 Retained earnings 442.195 469.743

170.000 0 Proposed dividend 0 170.000

643.243 445.695 Equity 445.695 643.243

33.259 29.308 18 Deferred tax 30.309 38.275

9.323 5.240 19 Other provisions 31.181 41.083

42.582 34.548 Total provisions 61.490 79.358

0 0 20 Credit institutions 5.851 7.065

0 0 Long-term liabilities other than provisions 5.851 7.065

0 0 20 Current portion of long-term liabilities other than provisions 1.191 1.194

106.087 17.345 Bank loans and overdrafts 16.785 106.087

117.126 115.356 Trade payables 128.728 135.238

4.391 170.000 Amounts owed to affiliated companies 170.000 0

8.774 11.642 Corporation taxes 11.642 8.774

71.175 91.250 Other payables 97.781 83.043

307.553 405.593 Short-term liabilities other than provisions 426.127 334.336

307.553 405.593 Total liabilities other than provisions 431.978 341.401

993.378 885.836 Total liabilities and equity 939.163 1.064.002

21 Contingent liabilities22-24 Notes without reference25-26 Notes to cashflow statement

Parent company Group

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Statement of changes in equity

DKK '000

2013 2014 2014 2013

3.500 3.500 Share capital at 1 January 3.500 3.500

3.500 3.500 Share capital at 31 December 3.500 3.500

612.319 469.743 Retained earnings at 1 January 469.743 612.319

-151.633 -44.182 Retained earnings for the year -44.182 -151.633

-1.431 -1.491 Foreign currency translation adjustments -1.491 -1.431

1.361 2.507 Deferred tax on value adjustments at 31 December 2.507 1.361

-4986 -1.361 Deferred tax on value adjustments at 1 January -1.361 -4.986

-5.497 5.664 Value adjustments on cocoa contracts at 31 December 5.664 -5.497

14.811 5.497 Value adjustments on cocoa contracts at 1 January 5.497 14.811

-336 5.482 Value adjustments on hedging instruments at 31 December 5.482 -336

5.135 336 Value adjustments on hedging instruments at 1 January 336 5.135

469.743 442.195 Retained earnings at 31 December 442.195 469.743

0 170.000 Proposed dividends at 1 January 170.000 0

170.000 -170.000 Dividends declared for the year -170.000 170.000

170.000 0 Proposed dividends at 31 December 0 170.000

643.243 445.695 Equity at 31 December 445.695 643.243

Parent company Group

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Cash fl ow statement

DKK '000

Note 2014 2013

Operating profit/loss -32.539 28.291

Net financials -3.873 -1.048

Depreciation, amortisation and impairment losses 140.818 76.336

104.406 103.579

Changes for the year to the below items:

Inventories 12.325 5.496

Trade receivables 11.624 -82.454

Other receivables -9.709 -1.456

Prepayments 1.414 -2.336

Trade payables -6.510 11.844

Other payables 14.738 -14.720

Value adjustments of financial instruments 18.125 10.488

Provisions -9.902 -485

Paid tax -21.092 -1.200

Total cash flow from operating activities 115.419 28.756

Total cash flow from investing activities 25 -40.381 -45.956

Total cash flow from financing activities 26 -1.214 -1.194

Cash flow from operating activities 115.419 28.756

Cash flow from investment activities -40.381 -45.956

Cash flow from financing activities -1.214 -1.194

Increase/decrease in cash and cash equivalents 73.824 -18.394

Cash and cash equivalents, securities and payables to credit institutions, etc., at beginning of the year -61.121 -41.296Value adjustments etc. -1.491 -1.431

Cash and cash equivalents, securities and payables to credit institutions, etc., at the end of the year 11.212 -61.121

Which is specified as follows:Securities and investments 678 1.283Cash at bank and in hand 27.319 43.683Bank loans and overdrafts -16.785 -106.087

Total 11.212 -61.121

Group

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Notes

'000 dkk

2013 2014 Note 2014 2013

1 Segment information

Primary segment: geographical area

Revenue761.424 709.452 Denmark* 710.988 762.244161.811 177.633 Sweden* 275.610 284.047110.376 104.970 Germany* 413.667 444.198294.665 320.497 Other export, incl. Travel Retail 348.588 326.932

1.328.276 1.312.552 Total 1.748.853 1.817.421

*Excl. Travel Retail

Revenue434.908 393.106 Sugar 458.966 534.729893.368 919.446 Chocolate 1.289.887 1.282.692

1.328.276 1.312.552 Total 1.748.853 1.817.421

2 Financial income

3.448 3.880 Financial income from subsidiaries 0 016.347 1.363 Other financial income 1.671 17.226

19.795 5.243 1.671 17.226

3 Financial expenses

14.284 2.480 Other financial expenses 5.544 18.274

14.284 2.480 5.544 18.274

4 Tax

-15.423 -19.280 Tax on profit for the year -21.083 -15.3680 -306 Adjustment of tax relating to previous years -306 0

2.900 2.804 Adjustment of deferred tax 13.619 6.492

-12.523 -16.782 -7.770 -8.876

Parent company Group

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Notes

'000 dkk

2013 2014 Note 2014 2013

5 Goodwill

1.500 0 Cost at 1 January 137.253 142.1180 0 Foreign currency translation adjustments -136 0

-1.500 0 Disposals 0 -1.5000 0 Other adjustments -4.021 -3.3650 0 Cost at 31 December 133.096 137.253

-612 0 Accumulated amortisation at 1 January -58.922 -50.6020 0 Foreign currency translation adjustments 31 00 0 Impairment -36.979 0

749 0 Amortisation on disposals 0 749-137 0 Amortisation -9.344 -9.069

0 0 Accumulated amortisation at 31 December -105.214 -58.922

0 0 Carrying amount at 31 December 27.882 78.331

6 Trademarks

0 0 Cost at 1 January 48.694 48.3890 0 Foreign currency translation adjustments -110 00 0 Additions from acquisitions 0 -2690 0 Additions 0 5740 0 Cost at 31 December 48.584 48.694

0 0 Accumulated amortisation at 1 January -14.697 -10.6310 0 Foreign currency translation adjustments 330 0 Impairment -29.3880 0 Amortisation -4.272 -4.0660 0 Accumulated amortisation at 31 December -48.324 -14.697

0 0 Carrying amount at 31 December 260 33.997

7 Land and buildings

215.307 215.799 Cost at 1 January 284.518 284.6010 0 Foreign currency translation adjustments -942 -5750 0 Disposals -12.755 0

424 28 Additions 370 42468 0 Transferred 0 68

215.799 215.827 Cost at 31 December 271.191 284.518

-134.631 -140.312 Accumulated depreciation at 1 January -183.131 -176.1650 0 Amortisation on disposals 9.414 00 0 Foreign currency translation adjustments 660 396

-5.681 -5.669 Depreciation -7.303 -7.362-140.312 -145.981 Accumulated depreciation at 31 December -180.360 -183.131

75.487 69.846 Carrying amount at 31 December 90.831 101.387

The annual impairment tests of goodwill in Toms Gruppen are based on a discounted cash flow evaluation of expected future earnings for the cash-generating units. For the German cash-generating unit, management has lowered the expected earnings level in the forecast due to higher raw material prices and pressure on sales of branded products. This adjustment has led to full impairment of goodwill relating to the German activity.

The annual impairment tests of trademarks in Toms Gruppen are based on a discounted cash flow evaluation of expected future earnings for the cash-generating units. For the German cash-generating unit, management has lowered the expected earnings level in the forecast due to higher raw material prices and pressure on sales of branded products. This adjustment has led to full impairment of trademarks relating to the German activity.

Parent company Group

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Notes

'000 dkk

2013 2014 Note 2014 2013

8 Plant and machinery

935.482 959.633 Cost at 1 January 1.189.072 1.158.5890 0 Foreign currency translation adjustments -2.919 -1.530

17.928 43.351 Additions 45.078 35.62911.099 15.722 Transferred 15.722 11.099-4.876 -46.457 Disposals -66.985 -14.715

959.633 972.249 Cost at 31 December 1.179.968 1.189.072

-747.317 -787.288 Accumulated depreciation at 1 January -970.668 -930.3590 0 Foreign currency translation adjustments 2.100 1.144

1.661 41.966 Depreciation and impairment on disposals 59.532 11.210-41.632 -40.050 Depreciation -50.667 -52.663

-787.288 -785.372 Accumulated depreciation at 31 December -959.702 -970.668

172.345 186.877 Carrying amount at 31 December 220.265 218.404

9 Other fixtures and fittings, tools and equipment

10.192 10.192 Cost at 1 January 74.162 72.3200 0 Foreign currency translation adjustments -144 00 0 Additions 1.237 1.9910 -888 Disposals -1.335 -149

10.192 9.304 Cost at 31 December 73.920 74.162

-9.394 -9.616 Accumulated depreciation at 1 January -62.174 -59.1460 0 Foreign currency translation adjustments 120 00 574 Depreciation and impairment on disposals 1.026 148

-222 -148 Depreciation -2.865 -3.176-9.616 -9.190 Accumulated depreciation at 31 December -63.893 -62.174

576 114 Carrying amount at 31 December 10.027 11.988

10 Property, plant and equipment under construction11.575 16.525 Cost at 1 January 16.824 12.13116.117 9.222 Additions 9.223 16.118

-11.167 -15.722 Transferred -16.020 -11.425

16.525 10.025 Cost at 31 December 10.027 16.824

11 Impairment losses and depreciation/amortisation

41.557 41.737 Production costs 55.225 54.8881.236 20 Sales and distribution costs 1.703 2.8604.879 4.110 Administrative expenses 83.890 18.588

47.672 45.867 Total 140.818 76.336

Parent company Group

The total impairment losses and depreciation/amortisation (including goodwill) has been included in the following line items:

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Notes

'000 dkk

2013 2014 Note 2014 2013

12 Other investments

2.735 2.735 Cost at 1 January 2.735 2.7350 0 Additions 0 0

2.735 2.735 Cost at 31 December 2.735 2.735

0 0 Value adjustment at 1 January 0 00 0 Adjustment during the year 0 00 0 Value adjustment at 31 December 0 0

2.735 2.735 Carrying amount at 31 December 2.735 2.735

13 Investments in subsidiaries

207.606 207.899 Cost at 1 January3.948 80.590 Capital increases

-3.655 -4.021 Other adjustments207.899 284.468 Cost at 31 December

-49.248 -81.750 Value adjustment at 1 January-828 -1.510

-18.965 -105.057 Profit/loss on ordinary activities before tax-13.002 -3.845 Amortisation of goodwill and trademarks

3.647 9.012 Share of tax on profit/loss for the year-3.019 0 Transferred to write-down for bad and doubtful debts

-335 0 Other adjustments-81.750 -183.150 Value adjustment at 31 December

126.149 101.318 Carrying amount at 31 December

Subsidiaries Registered office OwnershipToms Sverige AB Habo, Sweden 100%Toms Polska Sp. z o.o. Leszno, Poland 100%Anthon Berg Inc. New York, USA 100%Hanseatische Chocolade GmbH Bremen, Germany 100%Toms Confectionery Group Pte. Ltd. Singapore, Singapore

14 Deferred tax assets

0 0 Deferred tax at 1 January 0 00 0 Adjustments of deferred tax 6.855 00 0 Deferred tax at 31 december 6.855 0

Deferred tax relates to:

0 0 Property, plant and equipment -592 00 0 Loss carried forward 5.991 00 0 Provisions 1.456 0

0 0 Carrying amount at 31 December 6.855 0

Parent company Group

Foreign currency translation adjustments

Share of profit/loss in 2014 is impacted by impairment of goodwill and trademarks related to the German subsidiary, cf. note 5 and 6.

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Notes

'000 dkk

2013 2014 Note 2014 2013

15 Inventories

76.667 72.882 Raw material and packaging 96.620 109.31634.075 35.216 Work in progress 44.945 43.096

110.129 107.102 Manufactured goods and goods for resale 138.957 140.435

220.871 215.200 Carrying amount at 31 December 280.522 292.847

16 Securities and investments

1.999 870 Cost at 1 January 870 1.999-1.129 -603 Disposals -603 -1.129

870 267 Cost at 31 December 267 870

610 413 Value adjustment at 1 January 413 610-31 -5 Value adjustment of securities disposed of -5 -31

-166 3 Value adjustment during the year 3 -166413 411 Value adjustment at 31 December 411 413

1.283 678 Carrying amount at 31 December 678 1.283

17 Share capital

3.500 3.500 Share capital at 31 December

The share capital consists of:2.000 2.000 1 share of DKK 2,000,000

750 750 150 shares of DKK 5,000 each612 612 306 shares of DKK 2,000 each136 136 136 shares of DKK 1,000 each

2 2 20 shares of DKK 100 each

3.500 3.500 Total

The shares are valued at nil and are not included in the balance sheet.

No treasury shares have been acquired or disposed of in the fianancial year.No changes have been made to the share capital during the last five years.

Parent company Group

The parent owns treasury shares of nominal DKK 150 thousand, corresponding to approx. 4% of the share capital.

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33

Notes

'000 dkk

2013 2014 Note 2014 2013

18 Deferred tax

32.528 33.259 Deferred tax at 1 January 38.275 44.4342.923 -2.562 Adjustments of deferred tax -6.577 -3.967

-2.192 -1.389 Adjustments from reduction of the Danish corporation tax -1.389 -2.192

33.259 29.308 Deferred tax at 31 december 30.309 38.275

Deferred tax relates to:

-50 0 Intangible assets 0 8.42426.369 23.687 Property, plant and equipment 23.687 26.9218.669 8.471 Current assets 8.471 8.930

0 0 Deferred income 1.006 0-1.361 -2.508 Items in equity -2.513 -1.768

-368 -342 Provisions -342 -4.232

33.259 29.308 Carrying amount at 31 December 30.309 38.275

19 Other provisions

204 204 Pension liabilities due within the next year 1.440 1.4421.376 1.314 Pension liabilities due after the next year 26.019 31.8987.743 3.722 Other 3.722 7.743

9.323 5.240 Carrying amount at 31 December 31.181 41.083

0

20 Bank debts

0 0 Due after 5 years 1.086 2.290

21 Contingent liabilities

Parent company Group

In the acquired subsidiary, Hanseatische Chocolade GmbH, a lawsuit filed in 2009 on RestrictivePractices is pending. The former owners of Hanseatische Chocolade GmbH have guaranteed to indemnifyToms Gruppen A/S and provided security in the form of bank guarantees.

The parent company has provided security for Toms Polska Sp. Z o.o. in Poland in the amount ofDKK 0.6 million.

Hanseatische Chocolade GmbH has rental liabilities for the amount of DKK 2.7 million

The former owners of Hanseatische Chocolade GmbH have filed for arbitration in a dispute with Toms Gruppen regarding undistributed profits. Management expects a ruling in the case in favour of Toms Gruppen.

Huchtinger Logistik GmbH & Co. KG owns a warehouse property, which serves as a collateral for the associated mortgage (logged in the land title register under its original value of DKK 2.0 million). Per 31.12.2014 the mortgage had a carrying amount of DKK 0.7 million, whereas the property had a book value of DKK 1.2 million.

Hanseatische Chocolade GmbH has purchase contracts related to raw material consumption. Total liabilities amount to DKK 40.2 million. The contracts are fixed price contracts.

Total liabilities amount to DKK 151.2 million. The contracts are fixed price contracts.The parent company has purchase contracts related to raw material consumption.Total liablilities amount to DKK 8.9 million.The parent company has operating leases for the company's motor vehicles, trucks and compressors etc.

Toms Sverige AB has operating leases for the company's motor vehicles.Total liablilities amount to DKK 1.5 million.

Hanseatische Chocolade GmbH has operating leases for the company's motor vehicles.Total liabilities amount to DKK 2.4 million

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Notes

'000 dkk

2013 2014 Note 2014 2013

22 Staff costs

296.529 280.003 Wages and salaries 422.597 433.38823.298 21.825 Pensions 32.162 33.036

717 548 Other social security costs 21.034 22.770

320.544 302.376 Total 475.793 489.194

603 554 Average number of employees 1.277 1.201

Their remuneration:6.593 12.585 Parent Executive Board 12.585 6.5932.090 2.268 Parent Board of Directors 2.268 2.0908.683 14.853 14.853 8.683

The company´s Executive Board and executive employees are covered by an incentive plan.In the remuneration for the Parent Executive Board is included a severance payment to the former CEO.

23 Fee paid to auditors

Ernst & Young P/S:

405 380 Fee regarding statutory audit 380 40516 16 Other assurance engagements 16 1667 410 Tax and VAT related engagements 410 6739 27 Other non-audit engagements 27 39

527 833 Total 833 527

Others:

0 0 Fee regarding statutory audit 340 3680 0 Other assurance engagements 0 00 0 Tax and VAT related engagements 0 00 0 Other non-audit engagements 291 670 0 Total 631 435

24 Related parties

Toms Gruppen A/S' related parties are:

Control: BasisGerda og Victor B. Strands Fond and its Board of Directors Ultimate parent companyGerda og Victor B. Strand Holding A/S and its Board of Directors Direct parent company

Other related parties:Toms Sverige AB, Sweden SubsidiaryToms Polska Sp. z o.o., Poland SubsidiaryAnthon Berg Inc., USA SubsidiaryHanseatische Chocolade GmbH, Germany SubsidiaryHanseatische Geschäftsführungs GmbH, Germany SubsidiaryBremer Hachez Chocolade GmbH & Co. KG, Germany SubsidiaryFeodora Chocolade GmbH & Co. KG, Germany SubsidiaryHuchtinger Logistik GmbH & Co. KG, Germany SubsidiaryHawopral GmbH, Germany SubsidiaryToms Confectionery Group Pte. Ltd., Singapore Subsidiary

Related parties also include Board of Directors, the Board of Management and executive employees.

Parent company Group

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Notes

DKK '000

2014 2013

25 Total cash flow from investing activities

Acquisitions of property, plant and equipment -41.664 -46.520Foreign currency translation adjustments 1.283 564

Total -40.381 -45.956

26 Total cash flow from financing activities

Change in long-term liabilities other than provisions -1.214 -1.194

Total -1.214 -1.194

Group

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Defi nitions Return on invested capital

Working Capital

Operating margin

Return on equity

Current ratio

Gross marign

Solvency ratio

Terms

Sugar confectionary

International

Travel Retail

Defi nitions and Terms

Operating profi t in percent of the average of total as-sets less cash less short term liabilities excluding inte-rest bearing debt.

Inventories and trade receivables plus other receivab-les minus trade payables and other payables

Operating profi t in percent of revenue

Profi t from ordinary activities after tax in percent of average equity

Current assets in percent of current liabilities

Gross profi t in percent of revenue

Equity at year end in percent of total equity and liabi-lities at year end

Wine gums, liquorice, toffees, sweets etc.

Internal segment. Includes export (except Sweden and Travel Retail).

Ferry and airport sales

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Group companies

Toms Sverige ABToms Sverige ABHamngatan 17302 43 HalmstadSweden(100 per cent owned by Toms Gruppen A/S)

Anthon Berg Inc.99 Madison Avenue, 17th Floor, New York, NY 10016, USA(100 per cent owned by Toms Gruppen A/S)

Toms Polska Sp. z o.o.Ul. Okrezna 2764-100 Leszno(100 per cent owned by Toms Gruppen A/S)

Hanseatische Chocolade GmbHWesterstrasse 3228199 BremenGermany(100 per cent owned by Toms Gruppen A/S)

Toms Confectionery Group Pte. Ltd.(Incorporated in Singapore) 103 Defu Lane 10, #06-01 FNA Group Building Singapore 539223(100 per cent owned by Toms Gruppen A/S)

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Henrik Brandt (Chairman) President & CEO Royal Unibrew A/SFerd Holding AS (BM)Hansa Borg Skandinavisk Holding A/S med datterselskaber (BM)Gerda og Victor B. Strands Fond (BM)Dansk Industris Selskabsretsudvalg (CH)

Christian Hother Sørensen (Deputy Chairman)Executive Vice President, Scandinavian Tobacco Group A/SDI’s Internationale Markedsudvalg (BM)

Flemming Sundø

Mikael ThinghuusCEO Royal Greenland A/SRG Pelagic A/S (BM)Grønt Udviklings- og Demonstrationsprogram (GUDP) (CH)Upernavik Seafood A/S (VCH)Ice Trawl Greenland A/S (BM)World Ocean Council (BM)

Morten Petersen CEO for Dki group

Carsten BennikeExecutive Vice president, Chr. Hansen HoldingIngrediensforum, DI (BM)

Søren SvenningsenBlacksmith (ER)

Lone C. Nielsen Coordinator Masterdata (ER)

Joan WindFactory Employee (ER)

Board of Directors

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Carsten Lyngsø ThomsenCEOToms Sverige AB (CH)DI’s Fødevareudvalg (BM)

Ernst & Young P/SOsvald Helmuths Vej 4Postbox 250DK - 2000 Frederiksberg

(CH) Chairman(VCH) Vice Chairman(BM) Board Member(ER) Employee Representative

Auditors

Anders Hagh CFOToms Sverige AB (BM)

Executive Board

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