114 B.V. Annual Report for the Year Ended March 31, 1983 C) Un BAT Industries document for Province of British Columbia 13 April 1999 TABLE OF CONTENTS Page I DIRECTOR'S REPORT 2 2 CROUP BALANCE SHEET AT MARCH 31, 1985 3 3 CROUP STATMIE14T OF INCOME FOR THE YEAR 1984/1985 4 4GROUP STATEMENT OF SOURCE AND APPLICATION OF FUNDS FOR THE YEAR L984/1985 5 5 NOTES To GROUP FINANCIAL STATEMENTS FOR THE YEAR 1984/1985 6-8 6 STATUTORY BALANCE SHEET AT MARCH 31, 1985 9 7 STATUTORY STATEMENT OF INCOME FOR TOE YEAR 1984/1985 10 8NOTES TO THE STATUTORY FINANCIAL STATEI(ENTS FOR THE YEAR 1984/1985 11 SUPPLEMNTARY INFORMATION - AUDITORS' OPINION 12 - APPROPRIATION OF PROFIT 13 - SUBSEQUENT' EVENTS 13 C:) r"i L C7% BAT Industries document for Province of British Columbia 13 April 1999 IMASCO B.V. I DIRECTOR'S REPORT The year has been a very successful one for the company. Loans in the United States and funds available for Investment increased by some Df 1. 546,000,000 which represents an increase of 105% over the year. Additional loans were made during the year to Hardee's rood Systems, Inc. and new loans were made to Peoples Drug Stores, Inc.; while Tinder Box lat. Ltd. repaid Its loan in the last zonth of the year. Funds for these new and additional loans came from nev capital and from the company's own earnings. As a consequence of increased loans and of higher Interest rates earnings have increased by 129% a not inconsiderable achievement. Your Board continues to have confidence in the work done by the Fribourg Branch, in the future of the company and In the potential for making further successful loans in the United States. Although interest rates have dropped it is anticipated that the company will continue to grow in the year ahead and that loans and earnings will increase, although not necessarily at the same rate which has been experienced during the past year. Your Board does not recumend that there should be a gis:ribucion of earnings. M.G. Glexos Di ret. tor Amsterdam, April LS, 1985 2 0N C) C) rQ BAT Industries document for Province of British Columbia 13 April 1999 IMASCO B.V. 2 GROUP BALANCE SHEET AT MARCH 31, 1985 (before appropriation of profit) NOTES March 31, 1985 March 31,1984 FIXED ASSETS: TANGIBLE FIXED ASSETS Office equipment Dfl. 21,475 Dfl. 2,933 LONG TERM INVESTMENTS: Loans to group companies 3 Dfl. 1,062,998,659 417,584,536 ACCOUNTS RECEIVABLE: Loans to group companies 0 99,314,000 Prepayments and accrued income 139,256 417,571 139,256 99,731,571 CASH IN BANKS 388,352 122,305,871 CURRENT LIABILITIES: Income tax payable 6,370,274 5,462,431 Accruals 452,336 71.006 TOTAL 6,822,610 5,533,437 NET ASSETS V.PLOYED Df 1. 1,056,725,132 Of 1. 634,091.474 LOAN FROM PARENT COMPANY Dfl. 0 Dfl. 16,663,601 FOREIGN CURRENCY TRANSLATION RESERVE 3 182,597,496 49,245.2-89 SHAREHOLDERS' EQUITY: 4 Capital stock 17,667,000 1,004.000 Contributed surplus 408.238,050 233,709,250 Retained earnings 333,474,334 68,429,145 Profit for the year 114,748,252 265,043.189 874,127,636 568.187.584 TOTAL Df 1. 1,056,725,f32 Dfl. 634,091,474 See notes to the group financial statements 3 C) 0:) BAT Industries document for Province of British Columbia 13 April 1999 IMASCO B -V 1 3 GROUP STATEMENT OF INCOME FOR THE YEAR 198411985 NOTES 1984/1985 1983/1 84 EAL14INGS: Interest income 7 Dfl. 116,080,508 Dfl. 53,344,984 Exchange gain 8,297,766 419,534 Other income 97,130 420,579 Dfle 124,475.404 54,185,097 EXPENSES: Salaries and other remunerations Dfl. 1,362,514 Dfl. 454,538 Travelling and business expenses 218,364 147.433 Professional fees 155,371 84.094 Office expenses 110,100 59,340 management fee 57,064 87,572 Other 49,687 6.693 Dfl. 1,953,100 Dfl. 839,670 CAPITAL TAX Dfl. 1,908,770 Dfl. 0 OPERATING PROFIT BEFORE INCOME TAX Dfl. 120,613,534 53,345,427 INCOME TAX 6 5,865.282 4,355,631 NET OPERATING PROFIT Dfl. 1149748,252 41,989,795 EXTUIORDINARY ITEM: Before income tax 0 216,055,393 Income tax 0 0 EXTRAORDINARY ITEM, NET OF TAX 0 216,055,393 NET PROFIT Dfl. 114,748,252 Dfl. 265,045,189 See notes to group financial statements L 4 C) BAT Industries document for Province of British Columbia 13 April 1999 IMASCO B.V. 4GROUP STATEMST OF SOURCE AND APPLICATION OF FUNDS FOR THE YEAR 1984/L995 1984/1985 1983/1984 SOURCE OF FUNDS: Profit for the year Dfl. 114,748,252 Dfl. 265,045,189 Increase in capital stock 16,663,000 0 Increase in contributed surplus 174,528,800 0 Decrease in investments 0 98,607 Increase in foreign currency translation reserve 133,357,207 22,824,067 0 Dfl. 439,297,259 Dfl. 287,967 863 APPLICATION OF FUNDS: Redemption of loan parent company 16,663,601 0 Increase in fixed assets 18,542 178 Increase in loans receivable 645,414,123 71,577,205 Decrease deferred income 0 20,641 662,096,266 71,598,024 (DECREAS7) / INCRZASE IN WORKING CAPITAL Dfl.(222,799,007) Dfl. 216,369,839 CHANCES IN WORKING CAPITAL: (Decrease) increase in current assets (221,509,834) 220,635,936 (Decrease) increase La current liabilities 1,289,173 4,266,097 (DECREASE)/INCREASE IN VZORKING CAPITAL (222,799,007) Dfl. 2161369,839 See notes to group financial statements LT% C) BAT Industries document for Province of British Columbia 13 April 1999 IMASCO B V. 5 NOTES TO GROUP FINANCIAL STATEMENTS FOR THE YEAR 1984/1985 1 GENERAL The company is incorporated as a finance-holding company in Amsterdam and is a wholly-owned subsidiary of Imasco Limited, Montreal, Canada. The 1984/1985 financial statements have been adapted to the requirements of the Bill adopting the EC Fourth Directive. Due to the nature of the Company some deviations are made from the pro forms statement of income. The comparative figures over 1983 have been reclassified if necessary. For the statutory statement of income use has been made of article 402 of Chapter 8 of Book 2 Dutch Civil Code. 2 SUIMARY OF SI GN IF MUM ACCOUNTING POLICIES Basis of accounting - The financial statements are prepared an the historical cost basis of accounting. Basis of group financial statements - The group financial statements comprise the accounts of Imasco B.V. at Amsterdam and the branch in Fribourg, and the accounts of the 100% owned subsidiary Imasco N.V., Curagao. Transactions, receivables and liabilities between the head office, the branch and the 1002 subsidiary have been eliminated in the accounts. Tangible fixed assets - Tangible fixed assets are stated at cost, less accumulated depreciation. The tangible fixed assets are depreciated over their estimated useful lives using the straight-line method. Foreign exchange - Transactions in foreign currencies are converted into Dutch florins at the approximate rates ruling on the dates of the transactions. Assets and liabilities denominated in foreign currencies are translated into Dutch florins using exchange rates prevailing at balance sheet date. Except for the translation gains an loans to group companies which are accumulated in a foreign currency translation reserve (note 3), exchange differences are carried to the statement of income. i Other - Unless otherwise indicated all other assets and liabilities are stated at the nominal amounts at which they were acquired or In- curred. 3 LOANS TO GROUP COMPANIES Tle loans are denominated in US dollars and translated at the rate prevailing at balance sheet date into Dutch guilders. A foreign currency translation reserve has been. created to accumulate unrealized exchange gains - The company channels -as funds to other companies within the I=asco group. The loans expire between 1986 and 1993. For repayment of Df 1. 183,240,160 (U.S.$ 51,946,183) guarantees have been given bF other group companies. 0% CD BAT Industries document for Province of British Columbia 13 April 1999 4 SHAREHOLDERS' EQUITY Capital stock The capital stock consists Of 1,001 common shares, 3 non cumulative pre- forred shares 5% series A and 16,663 non cumulative preferred shares 5% series B, all of Dfl. 1,000 each. During the year 1984/1985 following movement took place: Balance March 31, 1984 Dfl. 1,004,000 Add: Issue of 16,663 non cumulative preferred shares 5Z series B of Dfl. 1,000 each 16,663,000 Balance 'larch 31, 1985 Dfl. 17,667,000 Contributed surplus Balance March 31, 1984 Dfl. 233,709,250 Add: Increases during the year - 174,528,800 Balance March 31, 1985 Df 1. 408.238.050 The contributed surplus can be repaid fro* of tax. Retained earnings Balance March 31, 1984 Dfl. 68,429,145 Add: Net profit 1983/1984 - -- 265,045,189 Balance March 31, 1985 Df 1. 333,474,334 5 EXTRAORDINARY ITL4 An investment in Imasco Holdings Inc. has been sold in the year 1983/1984. The result on this transaction, being the difference between the transaction price and the carrying value, has been presented as a extraordinary item. 6 INCOME TAX The company has entered into an agreement (ending after March 31, 1989) with the Dutch fiscal authorities in which 90% of fiscal income of the branch in Fribourg in subject to tax In Switzerland and the remaining 102 in the Netherlands. Income tax has been provider for on an accrual basis. 7 INTEREST INCOME Interest income relates to interest received from group companies. r1Q C) C) LP4 Pi BAT Industries document for Province of British Columbia 13 April 1999 8 E14PLOYEES On an average basis 5 employees were employed in 1984/1985. Following amounts were paid as remuneration: 1983/1984 1983/1984 Salaries Df 1. 592,141 Dfl - 391,198 Social security charges 65,444 47,340 Pension expense 673,411 0 Df 1. 1,330,996 Dfl. 438,538 9 REMUNERATION DIRECTORS The Supervisory Board consists of 2 members who received a remuneration of in total of Dfl. 16,000 (1983/1984 Dfl. 16,000). The managing direc- tors received a remuneration of In total Dfl. 856.391 (1983/1984: Dfl. 16,000). 8 C) BAT Industries document for Province of British Columbia 13 April 1999 IMASCO B.V. 6 STATUTORY BALANCE SHEET AT MARCH 31, 1985 (before appropriation of profit) March 31, 1985 March 31. 1985 FIXED ASSETS: TANGIBLE FIXED ASSETS Office equipment Dfl. 21,475 Df 1. 2,933 LONG TERM WEST,4EVrS: Loans to group companies 1,062,998,659 Dfl. 417,584.536 Investment in Imasco N.V. 6,907) 2.004 1,062,991,752 417,586,540 ACCOUNTS RECEIVABLE: Loans to group companies 71.182 99,372,944 Prepayments and accrued income 135,728 413,189 206,910 99,786,133 CASH IN BANKS 278,502 122,210,325 CURRENT LIABILITIES: Income tax payable 6,326.864 5,426,485 Accruals 446,643 67,972 Dfl. 62773,507 Dfl. 5,494,457 NET ASSETS MLOYED Dfl. 1,056,725,132 Dfl. 634,091,474 LOAN FROM PARENT COMPANY Dfl. 0 Dfl. 16,663,601 FOREIGN CURRENCY TRANSLATON RESERVE 182,597,496 49,240,289 SHAREHOLDERS' EQUITY: Capital stock 17,667,000 t,004,000 Contributed surplus 408,238,050 233,709,250 Retained earnings 333,474,334 69,429,145 Profit for the year 114,748.222 265,045,189 874,127.06 568,187,584 TOTAL Dfl. 1,056 ,725,132 Dfl. 634,091 L474 See notes to statutory financial statements 9 CD Po 01% CD k.:4 BAT Industries document for Province of British Columbia 13 April 1999 IMASCO B.V. 7 STATUTORY STATEMENT OF INCOME FOR THE YEAR L983/1984 1984/1985 1983/1984 Decrease in equity value subsidiary Dfl. ( 8,911) Df 1. ( 12,594) Other income and expenses 114,757.163 265,057,783 Dfl. 114 ,748,252 Dfl. 265,045,189 See notes to statutory financial statements. 10 NJ CM BAT Industries document for Province of British Columbia 13 April 1999 IWCD B -V - 8 NOTES TO STATUTORY FINANCIAL STATEMENTS FOR THE YEAR 1984/1985 The notes to the group financial statements also refer to the statutory financial statements with the following exception: The 10OZ investment in Imasco N.V. In stated at equity value. The movements in this value are as follows: 1984/1985 1983/1984 Equity value beginning of year Dfl. 2,004 Dfl. 13,661 Loss for the year $1911) 12,594) Exchange difference 0 937 Equity value end of year Dfl. 6,907) Dfl. 2,004 It has been decided to liquidate Imasco N.V. &a of June 30, 1984, which process was not yet finished as of March 31, 1985. 01% C, % BAT Industries document for Province of British Columbia 13 April 1999 Deloifte Haskins-Sells Nededand Fizeat.svaat 2 PO r:x4200 1009,!2 Amsterdam Teler---e 020 - 93 26 50 TeieN Facs r- ;t 020-935601 AUDITORS' OPINION To the management oi Imasco B.V. We have examined the financial statements including the group f inancial statmatnts, of Imasco B.V. for the year ended March 31, 1985-. These financial statements have been prepared on the historical cost basis of accounting and in accordance with generally accepted accoun- ting principles in the Netherlands. In our opinion, based upon our examination, th* accompanying financial statements present fairly the financial position at March 31, 1985 and the results and the source and application of funds for the year then ended. S & SELLS NEDERLAND an Registeraccountants April 18, 1985 12 Q4 BAT Industries document for Province of British Columbia 13 April 1999 SUPPLEMENTARY INFORMATION APPROPRIATION OF PROFIT According to article 15 of the articles of association prof its can be appropriated as follows: 1. The company's profit shall be at the disposal of the general meeting. 2. If and insofar as it shall be resolved to pay out a dividend, the preferred shares shall have a preference on the dividend to be distri- buted up to a dividend of five percent. The then remaining balance of the profit to be distributed, shall be paid out to the shareholders of the common shares in proportion to their common shareholding. The dis- tribution on the preferred shares may never exceed the five percent dividend, unless article 21 subsection 3 is applicable. 3. If and insofar as there are profits in the company, the Managing Board Is entitled, by virtue of a resolution of the general meeting, to pay out an interim dividend, on account of the dividend to be expected over the financial year concerned. In anticipation of the general meeting of Shareholders it is proposed to add the 1984/1985 profit to retained earnings. SUBSEQUENT EVENTS After balance sheet date US$ 25,000,000 were received from the parent company, which amount was added to the contributed surplus and lent to companies within the Imseco Group. 13 CD co BAT Industries document for Province of British Columbia 13 April 1999 - ..O@ :1 i N..) CO r1j Cr% CD Q4 %-O BAT Industries document for Province of British Columbia 13 April 1999