Annual Report 2003 - Calida

calida
bodywear
Annual Report 2003

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CONTENTS
CALIDA IN THE YEAR UNDER REVIEW
CALIDA IN PROFILE
CALIDA GROUP’S ANNUAL FINANCIAL STATEMENT
CALIDA HOLDING AG’S ANNUAL FINANCIAL STATEMENT
CORPORATE GOVERNANCE
THIS REPORT IS PUBLISHED IN GERMAN AND ENGLISH.
IN THE EVENT OF ANY AMBIGUITY, THE GERMAN VER-
SION IS BINDING.

CALIDA IN THE YEAR UNDER REVIEW
Dear shareholders
We are pleased to report that CALIDA returned to profit in the 2003 financial year. With sales
revenues of CHF 141.8 million (previous year CHF 153.2 million), the company posted a profit
of CHF 2.6 million. This represents a year-on-year improvement of CHF 9 million in the corporate
result. After four years of sometimes significant losses and a far-reaching restructuring
programme, CALIDA has thus achieved its turnaround.
The year under review not only saw earnings improve decisively into positive territory: progress
was made in nearly all the other financial and operational key figures as well. Sales were still in
decline (-7.5 percent), though they stabilized over the course of the year to post a fall of only
5.9 percent in the second half.
The measures we took in relation to products and marketing were well received by retailers and
consumers. The launch of the «active & air» line of sports underwear was a complete success,
and the brand campaign for «just feel» has credibly positioned CALIDA as a modern, aesthetically
aware and forward-looking brand.
As in 2002, the year under review was characterized by extremely cautious consumer sentiment
and a declining overall market. CALIDA’s negative revenue trend ran parallel to the overall
performance of the market in the core territories of Switzerland and Germany. The fact that the
turnaround was achieved in this difficult market environment confirms the wisdom of the selected
strategy. We are confident that CALIDA will succeed in its aims despite the continuing difficult
conditions.
Stronger earning power
During the year under review CALIDA once again followed the strict guiding principle that the
company’s success depends on sufficient earnings power across all products, sales markets
and distribution channels. The contribution margin – gross income after deducting manufacturing
costs – increased again during the year under review from 31.2 percent to 34.3 percent,
which comes on top of the improvement of 7.3 percentage points recorded in 2002. This positive
trend is the result of various factors. Simpler structures and strict cost management in the
production area certainly helped. The development of collections in line with clear contribution
margin rules and optimized purchasing also played a significant part in the improvement.
Manufacturing costs could thus be reduced by CHF 7 million. No compromises were made on
the quality of fabrics and materials used. In fact during the year under review it was possible
to make marked improvements in key quality standards such as shrinkage values, fit and wearer
comfort.
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Operating costs followed the sales trend. Overall they were CHF 5.9 million lower than in the
previous year at CHF 42 million. Expenditure was reduced particularly in the following areas:
administration and management (CHF -2.4 million), IT (CHF -1.1 million) and logistics (CHF -0.5
million). Relatively small cost savings were made in sales, marketing, design and product
management (CHF -1.9 million). This reflects our strategy of focusing CALIDA as a marketingoriented
company.
The reduction in operating costs resulted primarily from process optimization, as well as
simplification of work processes and administrative structures. No significant job cuts were
required to achieve the company’s savings targets. In taking all these measures, our priority
was always to reinforce product, market and sales structures in order to increase CALIDA’s
strength as a company with a clear market focus.
We continue to make efforts to strengthen CALIDA’s long-term earning power. In the medium
term, this will involve a gradual relocation of production capacities from our factory in Portugal
to our factory in Hungary and to other external suppliers in Eastern Europe. A charge of CHF
2.4 million was taken during the year under review to cover the cost of this shift over the course
of 2004.
Higher cash-flow and a solid balance sheet structure
As in 2002, the strategic realignment of production and sales structures initiated two years ago
had a positive effect on the development of our inventories and accounts receivable. With sales
falling by 7.5 percent, merchandise inventories fell by 10.1 percent and accounts receivable by
17.3 percent. The reduction in inventories was mainly seen in raw materials, whereas semimanufactures
and finished goods declined in line with the fall in sales. CALIDA thus achieved
a rotation of merchandise inventories of almost four while simultaneously increasing deliverability
to retail outlets.
CALIDA was also very cautious with regard to investment in 2003. Investments totalled CHF
1.7 million while depreciation came to CHF 5.7 million. Fixed assets fell by CHF 5.3 million and
total assets by CHF 5.4 million to CHF 99 million.
Pleasingly, cash-flow went up again during the year under review. Operating cash-flow came
to CHF 17.6 million and free cash-flow to CHF 17.4 million.
This high level of cash-flow had a very positive impact on the company’s equity capital position.
On the balance sheet date, CALIDA thus had net liquid assets of CHF 25.8 million. Short and
long-term bank liabilities were reduced by CHF 20 million to CHF 10 million. As a consequence,
net debt was reduced to zero from 2002’s CHF 1.8 million. As at the balance sheet date, CALIDA
now has net liquidity of CHF 15.8 million. The equity ratio increased from 62.5 percent in the
previous year to 69.6 percent.
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Prospects for 2004
All over the world, the clothing industry has been subject to far-reaching and rapid structural
change for a number of years now. The main causes of this change are new, fast-moving
consumer habits, the trend towards low-price products and a shift of consumer spending out
of the clothing sector and into other areas such as home entertainment, telecommunications,
leisure, sport and entertainment. This has produced constant pressure on margins right along
the value chain. Things are made even more difficult by the fact that the propensity to spend
among CALIDA’s traditional middle class consumers in its core markets will not recover this
year.
Given this background, CALIDA’s operating environment will remain extremely challenging in
2004. We expect little positive momentum in sales revenues. However, we have defined the
necessary strategies and initiated the measures required to achieve success in a stagnant market.
Our product and collections concepts have been modernized, for example. We have focused
sharply on introducing modern, high-quality basic underwear lines that perfectly meet the
needs of the current generation of consumers, and which underpin a new emotional tie between
the consumer and CALIDA.
A good example of this is the successful seamless «just feel» line, which since its launch in 2000
has attracted new and younger consumer groups to the CALIDA brand. The «just feel» line is
continually being enhanced by the addition of up-to-the minute trends which add to its
continuing market appeal.
Within its fast-growing micro-fibre line «Sensitive», CALIDA strengthened its range of brassieres
during the year under review and enhanced its reputation among consumers. The «active & air»
sports underwear line introduced last autumn significantly exceeded our expectations and
opened up growth opportunities for CALIDA in the very promising «sport and wellness» sector.
The «cotton needs» elasticized cotton underwear for ladies, also introduced in 2003, set new
standards of quality and comfort. A first-rate price-performance ratio also helped this line to
win great approval from retailers and consumers alike.
Our product managers are working hard to ensure that CALIDA’s range is constantly updated
in terms of both styling and design and that it always meets customer requirements.
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One of our most important goals in sales and marketing will be to work closely with our retail
partners to modernize CALIDA sales points: our product and marketing philosophy demands
that the CALIDA collection is attractively displayed in its entirety as an integrated branding
concept. Another consequence of this philosophy is that we attach a high priority to the rapid
expansion of franchised CALIDA stores and CALIDA shop-in-shops within department stores
and leading retail outlets.
CALIDA has created a stable foundation that will now allow the company to devote its full
energies to further corporate development. The main goal at the moment is to stabilize sales.
At the same time, however, we want to achieve a further increase in earnings power. As part of
our corporate strategy we are thus examining all development opportunities in terms of both
products and geographical spread.
CALIDA has achieved its turnaround. It is now a largely debt-free, profitable company, which
can look forward with self-belief and confidence to the future. We can thank our employees for
this, because it is their skill, dedication and loyalty that have made it possible.
We would also like to thank you, our shareholders, for the confidence you have shown in
CALIDA.
Dr. Thomas Lustenberger Felix Sulzberger
Chairman of the Board of Directors Chief Executive Officer
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CALIDA IN PROFILE
Selected key figures
in CHF ’000 except employees
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2003 2002 2001 2000 1999
Gross sales 141.8 153.2 191.4 200.2 195.3
as % of previous year
Profit /(loss) before interest,
92.6 % 80.0 % 95.6 % 102.5 % 97.2 %
taxes and exceptional costs 2.7 (3.6) (16.7) (2.1) (1.3)
as % of gross sales revenue 1.9 % ( 2.3 %) (8.7 %) (1.0 %) (0.7 %)
Profit /(loss) before interest and taxes 2.7 (6.1) (43.0) (8.0) (1.3)
Profit /(loss) for the year
before exceptional costs 2.6 (5.3) (14.0) (3.3) (2.5)
as % of gross sales 1.8 % (3.5 %) (7.3 %) (1.6 %) (1.3 %)
Profit /(loss) for the year 2.6 (6.4) (40.3) (10.3) (2.5)
Cash and cash equivalents 25.8 18.2 9.5 9.9 12.4
Securities & derivative financial instruments – 0.2 0.4 16.3 14.7
Liquidity 25.8 18.4 9.9 26.2 27.1
Short-term bank liabilities (5.0) (10.0) (5.4) (19.2) (8.8)
Long-term bank loans ( 5.0) (10.0) (20.0) (20.0) (15.0)
Total bank liabilities and loans (10.0) (20.0) (25.4) (39.2) (23.8)
Net liquidity 15.8 (1.6) (15.5) (13.0) 3.3
Operating cash-flow 17.6 12.5 8.7 (10.8) 6.9
Free cash-flow excluding change in securities 17.4 15.8 7.2 (15.3) (10.7)
Cash-flow margin
Operating cash-flow
(as % of gross sales) 12.4 % 8.2 % 4.5 % (5.4 %) 3.5 %
Free cash-flow
(as % of gross sales) 12.3 % 10.3 % 3.8 % (7.6 %) (5.5 %)
Investments in fixed assets 1.4 1.2 1.2 4.1 9.6
Investments in intangible assets 0.3 0.2 1.1 1.5 4.7
Depreciation and amortization 5.7 8.5 23.1 12.4 9.3
Trade accounts receivable 10.5 12.5 16.5 17.7 18.4
Inventories 28.9 32.1 41.9 69.1 52.7
Fixed assets 28.8 33.5 41.8 60.4 68.5
Total capital employed (CE) 68.2 78.1 100.3 147.2 139.5
Average capital employed (CE av.) 73.2 89.2 123.7 143.3 138.8
Return on Capital Employed in %
Profit / (loss) before interest, taxes
and exceptional costs against CE av.) 3.7 % (4.0 %) (13.5 %) (1.5 %) (0.9 %)
Equity capital 68.9 65.2 71.5 111.9 128.6
Equity ratio 69.6 % 62.5 % 58.0 % 58.4 % 66.0 %
Return on Equity in %
(annual result before exceptional expenditure
against average equity capital) 3.9 % (7.8 %) (15.3 %) (2.7 %) (1.9 %)
Number of employees 861 996 1 301 1 371 1 395

Share information
in CHF
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2003 2002 2001 2000 1999
Number of registered shares at CHF 50 par value each 303 000 300 000 300 000 300 000 300 000
Ranking for dividends as at 31 December 303 000 298 978 299 153 299 092 299 024
Outstanding options 14 999 14 999 – – –
Share capital 15 150 000 15 000 000 15 000 000 15 000 000 15 000 000
Key figures per registered share
Profit / (loss) before interest, taxes and exceptional costs 9.18 (12.00) (55.54) (6.97) (4.33)
Profit / (loss) for the year before exceptional costs 8.84 (17.67) (46.68) (10.90) (8.22)
Profit / (loss) for the year 8.84 (21.41) (134.74) (34.34) (8.22)
Shareholders’ equity (book value per share) 232 218 239 382 430
Gross dividend per registered share *3.00 – – – –
*proposed by the Board of Directors
Stock market prices High 260 220 313 320 400
Low 125 120 194 260 300
Year-end 240 135 210 270 329
Market capitalization High 78.0 66.0 93.9 96.0 120.0
in CHF ’000 Low 37.5 36.0 58.2 78.0 90.0
Year-end 73.0 40.5 63.0 81.0 98.7
Price/earnings ratio (P/E) 27.1 – – – –
Price/book value ratio (P/BV) 1.0 0.6 0.9 0.7 0.8
CALIDA Holding AG registered share
Stock market price performance 2003
CHF
300
250
200
150
100
50
0
Start of year
January
February
March
April
May
June
July
August
September
October
November
December
End of year
Comparative figures 1996 to 2003
CHF m
30
20
10
0
-10
-20
-30
-40
-50
1996 1997 1998 1999 2000 2001 2002 2003
Profit /(loss) before interest and taxes
Profit /(loss) for the year
Cash-flow
Free cash-flow

CONSOLIDATED BALANCE SHEET
per 31 December
in CHF ’000
ASSETS Notes 2003 2002
Current assets
Cash and cash equivalents 1/3 25 820 18 204
Securities & derivative financial instruments 2 – 175
Trade accounts receivable – 3rd parties 4 10 230 12 373
Trade accounts receivable – related parties 223 147
Other accounts receivable – 3rd parties 5 2 709 4 669
Short-term receivables – related parties 30 400 420
Inventories 6 28 891 32 152
Accrued income and prepaid expenses 839 1 060
Total current assets 69 112 69 200
Non-current assets
Fixed assets 7 28 800 33 589
Intangible assets 8 407 607
Financial assets – 3rd parties 9 663 516
Long-term receivables – related parties 30 – 420
Total non-current assets 29 870 35 132
TOTAL ASSETS 98 982 104 332
LIABILITIES
Current liabilities
Bank loans 3/10 5 000 10 001
Trade accounts payable 4 586 5 990
Other current liabilities 11 1 816 1 861
Liabilities due to shareholders 13/30 671 1 173
Accrued expenses and deferred income 5 598 4 409
Current tax liabilities 839 866
Provisions 12 2 565 2 739
Total current liabilities 21 075 27 039
Non-current liabilities
Bank loans 10 5 000 10 000
Deferred tax liabilities, net 14 – –
Provisions 12 3 974 2 056
Total non-current liabilities 8 974 12 056
Total liabilities 30 049 39 095
Shareholders’ equity
Share capital 16 15 150 15 000
Own shares 18 – (265)
Reserves 53 783 50 502
Total shareholders’ equity 68 933 65 237
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 98 982 104 332
The accounting principles and explanations shown on pages 14 to 29 form an integral part of these consolidated financial statements.
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CONSOLIDATED INCOME STATEMENT
in CHF ’000
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Notes 2003 2002
Gross sales 31 141 803 153 228
Sales deductions (11 677) (13 946)
Net sales 130 126 139 282
Change in inventory of finished and semi-finished products (755) (4 622)
Gain from disposal of fixed assets 81 1 103
Other operating income 1 212 2 108
Operating income 130 664 137 871
Cost of goods and third party supplies (60 779) (64 497)
Personnel expenses 15 (38 409) (39 747)
Depreciation and amortisation 21 (5 686) (8 472)
Other operating expenses 22 (23 057) (31 234)
Total operating expenses (127 931) (143 950)
Profit/(loss) before interest and taxes 2 733 (6 079)
Financial income 23 486 518
Financial expenses 24 (963) (1 222)
Currency differences 25 322 (610)
Income from divestment of joint venture company 20 – 1 332
Total non-operating expenses/income, net (155) 18
Net profit/(loss) before tax 2 578 (6 061)
Income taxes 26 53 (342)
Profit/(loss) for the year 2 631 (6 403)
Profit/(loss) per registered share in CHF 27 8.84 (21.41)
Diluted profit/(loss) per registered share in CHF 27 8.84 (21.41)
The accounting principles and explanations shown on pages 14 to 29 form an integral part of these consolidated financial statements.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
in CHF ’000
Share capital
Balance at 31 December 2001 15 000 (239) – 60 610 – (3 897) 56 716 71 477
Changes in fair value of securities – – – – (131) – (131) (131)
Translation adjustment – – – – – 320 320 320
Change in own shares, at acquisition costs – (26) – – – – – (26)
Loss for the year – – – (6 403) – – (6 403) (6 403)
Balance at 31 December 2002 15 000 (265) – 54 207 (131) (3 574) 50 502 65 237
Realised result from securities – – – – 131 – 131 131
Translation adjustment – – – – 170 170 170
Change in own shares, at acquisition costs – 265 – – – – – 265
Profit on sale of own shares – – 212 – – – 212 212
Capital increase 150 – 137 – – – 137 287
Profit for the year – – – 2 631 – – 2 631 2 631
Balance at 31 December 2003 15 150 – 349 56 838 – (3 404) 53 783 68 933
The free reserves include legal reserves of TCHF 12 625 (2002: TCHF 12 811), which cannot be distributed to the shareholders.
The total amount of the directly recorded earnings in the reserves amount to TCHF 301 (2002: TCHF 189).
The accounting principles and explanations shown on pages 14 to 29 form an integral part of these consolidated financial statements.
Own shares
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Capital reserves
Free reserves
Revaluation
reserve
Translation
adjustment
Reserves
Shareholders’
equity

CONSOLIDATED CASH-FLOW STATEMENT
in CHF ’000
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Notes 2003 2002
Profit/(loss) before interest and taxes 2 733 (6 079)
Depreciation and amortisation 21 5 686 8 472
Change in long-term provisions 1 870 532
Profit from disposal of fixed assets (81) (1 103)
Profit from disposal of group company – (632)
Change in inventories 3 265 8 874
Change in trade accounts receivable 2 569 3 181
Change in other current assets 2 246 3 737
Change in current liabilities (677) (4 432)
Income taxes paid (21) (20)
Cash-flow from operating activities (A) 17 590 12 530
Interest received 93 278
Sale of securities 189 90
Disposal of group company 20 – (520)
Disposal of joint venture company 20 – 1 332
Investments in fixed assets 7 (1 416) (1 209)
Sale of fixed assets 1 086 3 244
Investments in intangible assets 8 (263) (167)
Net cash-flow from change in loans receivable 293 268
Cash-flow from investing activities (B) (18) 3 316
Interest paid (613) (914)
Change in short- and long-term bank debt (10 001) (5 211)
Change in short- and long-term loans payable (491) (953)
Capital increase 287 –
Purchase/sale of own shares 479 (26)
Cash-flow from financing activities (10 339) (7 104)
Translation adjustment on cash and cash equivalents 383 (11)
Net cash-flow 7 616 8 731
Cash and cash equivalents at beginning of year 18 204 9 473
Cash and cash equivalents at end of year 1 25 820 18 204
Free cash-flow (A+B) 17 572 15 846
Free cash-flow without change in securities 17 383 15 756
The accounting principles and explanations shown on pages 14 to 29 form an integral part of these consolidated financial statements.

NOTES
ACCOUNTING PRINCIPLES
General
The consolidated financial statements of the CALIDA Group were prepared in accordance with the International Financial
Reporting Standards (IFRS) and in application of the principle of historic costs with the exception of securities and derivative
financial instruments which are recorded at market values. The consolidated financial statements also comply with Swiss law.
Preparation of the consolidated financial statements demands of the company’s management assessments and assumptions
which influence the recorded value of assets and liabilities, contingent liabilities at the cut-off date of the balance sheet as well
as income and expenses during the reporting period. The value of assets and liabilities is recorded in the balance sheet if the
future commercial benefit for or to the detriment of the Group is probable and the associated amounts can be reliably assessed.
If, at a later point in time, those assessments and assumptions which were submitted by the company’s management
in good faith at the cut-off date of the balance sheet deviate from what really happens, the original assessments and assumptions
are amended in the reporting year in which the circumstances change.
Basis of consolidation
The consolidation is based on the audited financial statements of CALIDA Holding AG and its subsidiaries as at 31 December
and in application of uniform accounting principles.
Consolidation principles
The consolidated annual financial statements of the CALIDA Group encompass all the companies for which the Group holds
voting rights of more than 50 % or exercises control in any other way. Newly acquired companies are consolidated from the
date of their acquisition. Joint ventures and companies in which the Group holds more than 20 % but not more than 50 % of
the voting rights are recorded under the equity method. In those cases, the percentile participation of the Group in the net assets
are recorded separately in the balance sheet and the proportional net result in the income statement.
Capital consolidation is based on the purchase method. Any goodwill that arises on acquisition was offset directly against
equity until 1994. From 1995 onwards, goodwill was capitalised and amortised on a straight-line basis over the estimated
useful life of a maximum of 20 years. The book value of goodwill is examined annually. To the extent necessary, an impairment
test is carried out and, wherever necessary, an impairment loss is recorded for any long-term reduction of value.
In the consolidation, all transactions and balances between consolidated Group companies were eliminated. The participations
of minority shareholders in equity and profit are shown separately in the consolidated annual financial statements.
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Consolidation scope
Companies Business activity Registered capital
Capital/
Voting share
in %
CALIDA Holding AG Oberkirch, Switzerland Holding CHF 15 150 000 Public
CALIDA AG Oberkirch, Switzerland Prod./Distr. CHF 10 000 000 100 %
CALIDA Portugal S.A. Amares, Portugal Production EUR 6 250 000 100 %
CALIDA Ungarn GmbH Rajka, Hungary Production HUF 477 300 000 100 %
CALIDA GmbH Düsseldorf, Germany Distribution EUR 102 258 100 %
CALIDA of Switzerland New York, USA Distribution USD 5 000 100 %
CALIDA France SAS Metz, France Distribution EUR 1 300 000 100 %
CALICOM AG Sursee, Switzerland Advertising CHF 100 000 100 %
Changes in consolidation scope
The consolidation scope has not changed in the reporting year. In the previous year, the following changes took place:
NATURAL TEXTILES LTD. Bangalore, India Production INR 120 000 000 100 %
The company was sold as at 1 April 2002.
INTIPOR –
Industrias Téxteis Lda. Santo Tirso, Portugal Production PTE 300 000 000 50 %
The liquidation of the company was completed during the course of 2002.
Conversion of foreign currencies
The annual financial statements of the foreign subsidiaries are prepared in their relevant national currencies and converted into
Swiss Francs for the purposes of consolidation as follows: The balance sheet is converted at the rates applicable at the
year-end, the income statement is converted at the average currency rate for the financial year. The resultant differences, as
well as the conversion of group loans with participation character in foreign currencies are offset directly against equity without
an effect on the income statement.
Other currency differences, including those arising from holdings of foreign currencies and foreign currency transactions in the
normal course of business are debited or credited to the income statement.
Own shares
Own shares are recorded at acquisition cost and presented as a deduction from equity. Gains or losses resulting from the sale
of own shares are recorded in the capital reserves.
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NOTES
VALUATION PRINCIPLES
Net sales and realisation of income
Net sales include all sales invoiced to third parties after deduction of any value-added tax, volume rebates and other reductions
of income involved. Revenues are booked on delivery.
Costs of liabilities
Interest and other costs for liabilities are debited directly to the income statement.
Cash and cash equivalents
Cash and cash equivalents include petty cash, cash at banks as well as immediately available and fixed deposits at banks
and similar institutes for which the original term is less than three months.
Securities and derivative financial instruments
Securities, comprised of titles which are held for resale and are easily marketable, are recorded at their market values. Valuation
differences are recorded via the revaluation reserve within equity and only transferred to the income statement if such
securities are sold or in the case of an impairment by means of recycling.
In order to hedge currency and interest risks, the Group uses forward currency and option contracts as well as swaps. All costs
associated with the transaction are booked to the income statement. The derivative financial instruments are recorded at fair
market values. The resultant profit or loss is booked to the income statement.
The fair value of the derivative financial instruments is the amount which – using rate details provided by the house banks –
would probably be received by the Group if the contracts were to be processed on the cut-off date of the balance sheet.
CALIDA does not use hedge accounting.
Trade accounts receivable
The value shown equates to the amounts invoiced minus value adjustments for doubtful receivables. Apart from individual adjustments
of value for specifically known risks, lump-sum adjustments are also made on the basis of the past experience for
receivables which have been overdue for more than 120 days.
Inventories
Purchased raw materials are recorded at their purchase price using the average price method, self-produced semi-finished
and finished products as well as goods in trade at their manufacturing costs. The manufacturing costs include all the costs of
the material, proportional processing costs and a proportional share of the fixed production costs. Corrections in the net
realizable value are booked for slow- or non-moving goods as well as for those which have fallen out of fashion. Intermediate
profits from group-internal supplies are eliminated.
Fixed assets / Depreciation
Land is capitalised at acquisition costs. Buildings (including those not used for operations), machines, motor vehicles and operating
fixtures are recorded at their acquisition values minus cumulative depreciation and any special write-offs (impairment).
Depreciation is calculated by the straight-line method over the following estimated useful lives:
Useful life in years
Buildings 25–40
Fixtures and installations 8–12
Machinery 5–10
Computer equipment and operating software 3–5
Motor vehicles 5
Furniture 10
Shop fittings 3
The Group has not concluded any finance-leasing agreements.
Adjustments are made for any reductions in value. Investment contributions granted by the government are offset directly
against the investment assets. Repair and maintenance costs which do not give rise to an increase in value are debited directly
to the income statement. Gains or losses that arise when fixed assets are sold are shown separately in the income statement.
Financial fixed assets
Loans are shown in the balance sheet at amortised costs. Adjustments are made for any ongoing reductions in value.
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Intangible assets / Amortisation
Intangible assets encompass goodwill, SAP costs, licences and other identifiable rights. They are capitalised at their procurement
value and amortised by the straight-line method over the estimated economic useful life (goodwill: max. 20 years,
other intangible assets: 3 to 5 years).
Basically, the internal costs which are associated with the development of computer software are recorded as expenditure in
the income statement in the period during which the costs arise because their future use cannot be reliably calculated. External
costs which provide a measurable benefit to the organisation over a number of years are capitalised as intangible assets
and amortised by the straight-line method over three years.
The book value of all intangible assets is examined annually and, to the extent necessary, an impairment test is carried out.
Where required, special amortisation is booked for sustained reductions in value.
Impairment
The ability of assets to retain their value is assessed at least once per annum. If there are any indications of a sustained loss
in value, a calculation of the realizable value (Impairment Test) is carried out. If the book value of an asset is higher than the
realizable value, an appropriate adjustment is made.
Income taxes
Taxes which arise on the basis of the profits achieved are provided for, regardless of the point at which such charges fall due
for payment. Deferred taxes are the result of deviations between the group-standard and tax-relevant valuation in the
individual financial statements which lead to a postponement of the requirement to pay taxes. The calculation is made using
the so-called «Balance Sheet Liability Method». The actual local tax-rate is applied for the calculation of the tax liability at the
cut-off date of the balance sheet. Deferred tax receivables arising from tax-deductible losses carried forward are only
recorded in the balance sheet if their future ability to be realized through offsetting them against future profits appears likely.
For those companies for which a legal right to offset exists and settlement is intended by a simultaneous reduction of the
liability and the receivable(s), the current and deferred tax assets and liabilities are offset against each other. For taxes which
would fall due if profits are distributed by subsidiaries, no cut-off calculations are recorded except in cases in which a
distribution is intended in the foreseeable future.
Employee benefits
Group
The Group operates several defined benefit and defined contribution plans. Active and former employees are provided with
different pension benefits as retirement benefits and risk insurance, covering death and disability, in accordance with the
legally required social security regulations in the different countries. Employees of foreign group companies receive mainly
state pensions or benefits from independent savings funds. Contributions to the defined contribution pension plans are
charged to the operating statement as they become due and are included in the personnel expenses.
Switzerland
All the Group’s Swiss companies are affiliated to the semi-autonomous pension foundation. The foundation is funded by contributions
from the company and the employees. The valuation of future pension liabilities is based on actuarial calculations.
The defined benefit obligation is measured at the present value of service costs based on past and future service years, development
of salaries and pensions. The liabilities with respect to defined benefit pension plans are in all material cases calculated
annually by independent actuaries using the projected unit credit method. Plan assets are recorded at their fair
values. The charge for such pension plans, representing the net periodic pension cost less employee contributions, is included
in the personnel expenses. Actuarial gains or losses arising from experience adjustments or changes in actuarial assumptions
are charged or credited to income over the average expected service periods of the related employees, if they exceed
10 % of the higher of the defined benefit obligation and the fair value of the plan assets (corridor). Pension assets are
recognised only if they represent the present value of any future economic benefits available in the form of refunds from the
plan and/or expected reductions in future contributions to the plan from this asset. If a surplus is not available to the Group
do not represent future reductions of pension costs, they are not recognised, but shown in the notes. Deficits arising from
these calculations are recognised using the above-mentioned corridor approach. Prepaid employer contributions (employer
contribution reserves) presented as financial assets.
Provisions
Provisions are recognised if the Group has a legal or factual liability whose settlement will probably lead to an outflow of cash
and whose amount can be reliably determined.
Prior year figures
In order to guarantee comparability, the presentation of the previous year’s figures has been partly adapted.
| 17

NOTES
Notes to the consolidated financial statements
The figures shown in the notes to the consolidated financial statements are presented in CHF ’000 unless otherwise mentioned.
1. Cash and cash equivalents 2003 2002
Petty cash and cash at banks 25 676 17 556
Deposits due in less than 3 months 144 648
Total 25 820 18 204
2. Securities and derivative financial instruments
Securities – 175
Hedging instruments 32 – –
Total – 175
3. Net liquidity
Cash and cash equivalents 25 820 18 204
Short-term bank debt (5 000) (10 001)
Total 20 820 8 203
4. Trade accounts receivable – 3rd parties
Trade accounts receivable 10 610 13 156
Provision for bad debts (380) (783)
Total, net 10 230 12 373
5. Other accounts receivable – 3rd parties
Receivables from government authorities 1 876 2 550
Receivables from pension funds 225 1 368
Other receivables 1 130 751
Provision for bad debts (522) –
Total, net 2 709 4 669
6. Inventories
Raw material 5 118 7 525
Semi-finished products 6 107 5 853
Finished products 17 666 18 774
Total 28 891 32 152
The individual inventory figures shown above have already been reduced by value adjustments totalling TCHF 7 800 (2002:
TCHF 8 000).
| 18

7. Fixed assets
Land and
buildings
Acquisition costs
Balance at 1 January 2003 60 705 25 334 16 172 5 488 9 296 650 117 645
Translation adjustment 209 293 144 12 39 5 702
Additions 1 286 253 664 113 99 1 416
Disposals (79) (6 216) (174) (1 088) (845) (190) (8 592)
Balance at 31 December 2003 60 836 19 697 16 395 5 076 8 603 564 111 171
Accumulated depreciation
Balance at 1 January 2003 37 993 20 322 12 416 4 965 7 833 527 84 056
Translation adjustment 179 343 96 11 45 5 679
Additions: ordinary depreciation 1 566 1 599 932 406 650 70 5 223
Disposals (16) (5 468) (165) (960) (800) (178) (7 587)
Balance at 31 December 2003 39 722 16 796 13 279 4 422 7 728 424 82 371
Net book value
as at 31 December 2003 21114 2 901 3 116 654 875 140 28 800
as at 31 December 2002 22 712 5 012 3 756 523 1 463 123 33 589
The fire insurance value of the fixed assets at 31 December 2003 amounted to TCHF 139 465 (2002: TCHF 139 647). Fixed
assets with a total value of TCHF 16 172 (2002: TCHF 17 376) are pledged (see Note 29).
The CALIDA Group does not currently hold investment property. With regard to investment orders, see Note 28.
8. Intangible assets
Acquisition costs
Balance at 1 January 2003 7 722 466 8 188
Translation adjustment 11 – 11
Additions 263 – 263
Disposals (270) – (270)
Balance at 31 December 2003 7 726 466 8 192
Accumulated depreciation
Balance at 1 January 2003 7 115 466 7 581
Translation adjustment 11 – 11
Additions 463 – 463
Disposals (270) – (270)
Balance at 31 December 2003 7 319 466 7 785
Net book value
as at 31 December 2003 407 – 407
as at 31 December 2002 607 – 607
The Group does not carry out any formalised research and development activities whose costs could be systematically recorded.
Such costs are included directly in expenses.
Machinery
| 19
Installations
Software
Computer
equipment
Furniture
& fittings
Other
intangible
assets
Motor vehicles
Total
Total
»

9. Financial assets – 3rd parties 2003 2002
Loans to 3rd parties 4 558 3 690
Provision for bad debts (3 895) (3 174)
Total, net 663 516
These loans carry interest of up to 7%, are due for repayment up to the year 2008 and have only a limited ability to retain their
value because they are connected with legal disputes (see Note 12 7).
10. Bank loans
2003 Interest rate:
Due at sight –
October 2004 5 000 4.5500 %
November 2005 5 000 4.8800 %
Total 10 000
of which Current bank loans 5 000
Non-current bank loans 5 000
2002 Interest rate:
Due at sight 1
February 2003 5 000 4.3750 %
July 2003 5 000 3.6500 %
October 2004 5 000 4.5500 %
November 2005 5 000 4.8800 %
Total 20 001
of which Current bank loans 10 001
Non-current bank loans 10 000
Of the bank loans, TCHF 10 000 (2002: TCHF 20 000) are secured by means of pledged real estate (see Note 29). The loans
are denominated in CHF.
11. Other current liabilities 2003 2002
Indirect taxes 816 394
Liabilities due to representatives 804 1 168
Other liabilities 196 299
Total 1 816 1 861
| 20

12. Current and non-current provisions
Balance at
31 Dec. 2002
Restructuring and social plans
– Restructuring in Portugal 1) – – 532 – 532 – 532
– Restructuring in Hungary 2) 60 – – – – (60) –
– Restructuring in Switzerland 3) 500 – – (29) (29) (471) –
– Bridging pensions Switzerland 3) – – 52 – 52 – 52
Total 560 – 584 (29) 555 (531) 584
Commissions 4) 679 – 457 – 457 (679) 457
Other provisions
– Short-term share of staff participation plan 5) 50 – – (15) (15) (35) –
– Indirect taxes 563 12 – (240) (240) – 335
– Short-term customer takeover amounts 6) 729 – 222 – 222 (390) 561
– Various legal disputes 7) – – 570 – 570 – 570
– Other 158 – – (15) (15) (85) 58
Total 1 500 12 792 (270) 522 (510) 1 524
Total current provisions 2 739 12 1 833 (299) 1 534 (1720) 2 565
Non-current provisions
– Restructuring in Portugal 1) – – 1 933 – 1 933 – 1 933
– Bridging pensions Switzerland 3) – – 47 – 47 – 47
– Long-term customer takeover amounts 6) 748 – – (62) (62) – 686
– Various legal disputes 7) 1308 – – – – – 1 308
Total non-current provisions 2 056 – 1 980 (62) 1 918 – 3 974
1) In the reporting year, the decision was reached to close the factory in Portugal by 2006 at the latest. The provision takes into account the
costs of the resultant staff redundancies. The long-term part was discounted at 4%.
2) In the reporting year, the decision was reached to close the knitwear operation at the factory in Hungary. The provision takes into account
the costs of the resultant staff redundancies.
3) In autumn 2002, the Company decided to wind down the knitwear operation in Sursee. It was furthermore decided to convert the sewing
shop into a specialised order and prototype sewing shop. The provision takes into account the costs of the associated staff redundancies.
During the year under review an additional TCHF 99 was granted for bridging pensions for hardship cases.
4) The entitlement of representatives to commissions is calculated on the basis of paid sales. The provision equates to commissions payable
in future on open receivables from customers at the year-end.
5) The profit-dependent management remuneration system «Long-term Incentive Plan (LTI)» was terminated in 2001. That remuneration
system foresaw the payment of a part of the remuneration earned after a blocked period of three years to those with entitlement to it. The
final payment was made in 2003.
6) The guaranteed customer takeover amounts on termination of agreements with trade representatives are provided for on the basis of the
likelihood of their happening by means of an additional commission on sales. The customer takeover amounts are calculated on the basis
of the sales achieved by the individual trade representatives.
7) The short-term position covers disputes regarding orders and employment matters. The long-term position covers legal disputes in
connection with procurement contracts.
| 21
Translation
adjustments
Additions
Release
of provisions
no longer required
Effect on income
statement
Provisions used
Balance at
31 Dec. 2003
»

13. Liabilities due to shareholders 2003 2002
Interest-bearing, current liabilities to shareholders (at sight) 671 1 173
Total 671 1 173
The interest rate is at an average of 2.90 % (2002: 3.50 %) and is periodically adjusted. The loans from shareholders include
loans from members of the Board of Directors amounting to TCHF 32 (2002: TCHF 65).
14. Deferred tax liabilities, net
The non-current deferred tax liabilities arose from temporary
differences in the following balance sheet positions: 2003 2002
Fixed assets 1 911 2 370
Minus deferred tax credits on tax-deductible losses (1 911) (2 370)
Total deferred tax liabilities, net – –
Deferred tax credits arising from tax-deductible losses carried forward are only capitalised if their future realization is likely by
means of offsetting against future taxable profits. For those companies which have a legal right to offset and which intend to
settle current taxes with a simultaneous reduction of the liability and the credit, the deferred tax credits and liabilities are offset
against each other.
15. Employee benefits and personnel expenses
The Group has, apart from the legally required social security schemes, an independent pension plan in Switzerland which is
considered as defined benefit plan under IAS 19. The calculation of the pension liability is based on the following assumptions:
Assumptions 2003 2002
Average remaining years of service of employees 8.2 Jahre 9.2 Jahre
Discount rate 3.50 % 4.25 %
Expected long-term rate of return on plan assets 4.50 % 4.75 %
Estimated future salary increases 1.50 % 2.00 %
Future pension increases 0.50 % 1.00 %
| 22

Status of defined benefit plans 2003 2002
All amounts as per expert valuation opinion
Defined benefit obligations 46 726 51 789
Fair value of planned assets 53 201 53 476
Over-coverage 6 475 1 687
Unrecorded over-coverage (cumulative investment and actuarial profits, net) (6 475) (1 687)
Defined benefit obligations recognised in the balance sheet – –
Summary of personnel costs
Wages and salaries 30 798 32 358
Social security costs 4 733 4 392
Net periodic costs of defined benefit plans 1 432 1 400
Other personnel expenses 1 446 1 597
Total 38 409 39 747
Components of net periodic expenses of defined benefit plans
Current service costs 2 664 2 768
Interest costs 1 593 2 068
Expected return on assets (2 256) (2 378)
Employee contributions (942) (1 285)
Total costs 1 059 1 173
Non-capitalised additional contributions from employer 373 227
Total net periodic costs of defined benefit plans 1 432 1 400
Changes in obligations
Total costs (see above) 1 059 1 173
Contributions paid by employer (1 432) (1 400)
Non-capitalised additional contributions from employer 373 227
Total closing balance – –
| 23
»

16. Share capital
The share capital of CALIDA Holding AG is comprised as follows: 2003 2002
303 000 registered shares (2002: 300 000 registered shares)
at par value of CHF 50.– (issued and fully paid up) 15 150 15 000
Total 15 150 15 000
Conditional capital:
At the annual general meeting of 8 June 2001, a resolution was passed to create conditional capital of CHF 1 million to serve
staff participation by issuance of max. 20 000 registered shares to be fully paid up at a par value of CHF 50.– each.
In the course of the reporting year, the share capital was increased through the exercising of conditional capital of CHF 150 000
or 3 000 registered shares. As at 31 December 2003, the available conditional capital amounts to CHF 850 000 (2002:
CHF 1 000 000). This equates to 17 000 registered shares (2002: 20 000) at a par value of CHF 50.– each.
The Board of Directors recommends to the annual general meeting of CALIDA Holding AG a gross dividend of CHF 3.– per
registered share with dividend entitlement (see annual financial statements 2003 of CALIDA Holding AG, proposal of the Board
regarding appropriation of free reserves).
17. Major shareholders
At the cut-off date (31 December 2003), the Kellenberger Family held, according to its own statement, 51.2 % (2002: 51.8 %)
of all shares of CALIDA Holding AG. The family group of shareholders was inscribed in the share register with voting rights for
those 51.2 % (2002: 51.8 %).
At the cut-off date (31 December 2003), Marco Vögele controlled, according to his own statement, 26.2 % (2002: 26.5 %) of
all shares of CALIDA Holding AG and was inscribed in the share register with voting rights for those 26.2 % (2002: 26.5 %).
18. Own shares
The number of own shares at acquisition costs changed in the reporting year as follows:
2003 2002
units units
Balance at 1 January 1 022 265 847 239
Purchases 3 198 478 179 27
Sales (4 220) (743) (4) (1)
Balance at 31 December – – 1 022 265
The average acquisition price of the own shares per 1 January 2003 was CHF 261.40. In the first half of the financial year 2003,
3 198 shares were acquired via the stock exchange at an average price of CHF 149.50. As at 30 June 2003, companies of the
CALIDA Group held a total of 4 220 shares at an average acquisition price of CHF 176.60. In the second half of the year, all
the shares were sold at an average price of CHF 226.75. As at the cut-off date of the balance sheet (31 December 2003), neither
CALIDA Holding AG nor any of its group companies held any own shares.
| 24

19. Management participation plan
As part of the performance-related, variable remuneration for certain members of management and of the Board of Directors,
options are granted for the drawing of CALIDA Holding AG registered shares. The options give entitlement to the drawing of
one share per option. The options are of American style. The following options were granted to the Chief Executive Officer:
Exercisable Balance as at Exercise
Year of issue Issue until Term Buy-back Conversion 31.12.2003 price CHF
2002 3 000 31.10.2002 31.12.2011 – – 3 000 200
3 000 31.10.2003 31.12.2011 – – 3 000 200
3 000 31.10.2004 31.12.2011 – – 3 000 200
3 000 31.10.2005 31.12.2011 – – 3 000 200
2 999 31.10.2006 31.12.2011 – – 2 999 200
Total 14 999 14 999
If there is a change in control of the Company, the CEO is entitled to terminate his employment arrangements and to exercise
all outstanding options from the share-option programme within three months after his departure. In that case, and under
certain other conditions, he also obtains a put option for all of the registered shares he acquires from this programme. The
price applicable for the put options is based on the stock-exchange price or the results achieved in the previous two years.
The Company currently regards the probability of conditions occurring that would fulfil the criteria for the acquisition of the put
option as low.
20. Divestments of group company and joint venture company
In the previous year, the consolidation scope changed as follows due to the disposal and liquidation of group companies:
Disposal of Natural Textiles Ltd., Bangalore/India
In calculating the cash-flow from the disposals of group companies, the values of the cash and cash equivalents on
divestment are deducted from the applicable sales price.
| 25
2002
Divestment
Current assets 3 190
Fixed assets 172
Current liabilities (2 964)
Non-current liabilities (16)
Net assets sold 382
Cash and cash equivalents sold (1 534)
(1 152)
Profit on divestment with effect on liquidity 632
Net cash-flow from divestment (520)
The profit from the sale of the investment is included in other operating income.
Liquidation of Intipor – Indústrias Téxteis Lda., Santo Tirso / Portugal
The liquidation of Intipor – Indústrias Téxteis Lda., Santo Tirso was completed in 2002. The CALIDA Group received a
liquidation dividend of CHF 1 332 thousand.
»

21. Depreciation and amortisation Notes 2003 2002
Depreciation of fixed assets 7 (5 223) (5 091)
Impairment of fixed assets 7 – (2 288)
Amortisation of intangible assets 8 (463) (1 093)
Total (5 686) (8 472)
22. Other operating expenses
Advertising (9 757) (12 346)
General administrative expenses (3 576) (5 929)
Transport and travel expenses (3 385) (3 610)
Other expenses (6 339) (9 349)
Total (23 057) (31 234)
23. Financial income
Interest income 472 516
Other financing income 14 2
Total 486 518
24. Financial expenses
Interest expenses (826) (1 072)
Other financing expenses (137) (150)
Total (963) (1 222)
25. Currency differences
Exchange gains 1 705 1 625
Exchange losses (1 383) (2 235)
Total 322 (610)
Year-end conversion rates
EUR 1.559000 1.453000
USD 1.237000 1.402000
HUF 0.005942 0.006160
Average conversion rates for year
EUR 1.520600 1.467300
USD 1.345100 1.557600
HUF 0.005998 0.006040
| 26

26. Income taxes 2003 2002
Current income taxes
– Assessment current year (54) (342)
– Refund for previous years 107 –
Deferred income taxes – –
Total 53 (342)
Analysis of tax expenses:
The tax rate anticipated for the Group is approx. 20 %.
Profit/(loss) before income taxes 2 578 (6 061)
Expected (tax expenditure)/tax income (516) 1 212
Usage of unrecognised losses brought forward 921 –
Effect on current results of unrecognised losses (557) (2 135)
Refund from previous years 107 –
Other 98 581
Recognised tax income/(tax expenses), net 53 (342)
Unrecognised tax loss carryforwards:
Year of expiry of unrecognised losses brought forward (gross)
2005 556 631
2006 1 589 1 593
2007 24 740 30 855
2008 12 107 16 326
2009 11 163 11 163
Total unrecognised losses brought forward 50 155 60 568
Potential tax credit 10 031 12 114
27. Profit/(loss) per share
Profit/(loss) of the year 2 631 (6 403)
Average number of issued shares 297 621 299 052
Profit/(loss) per registered share in CHF 8.84 (21.41)
Diluted profit/(loss) per registered share in CHF 8.84 (21.41)
In the period between 1 January to 25 September 2003, the share price was below and in the period from 26 September until
31 December 2003 above the exercise price for the existing options. The basis used for calculation of the profit-dilution effect
is formed by the average number of granted options on registered shares, the average number of own shares and the average
share price. This, calculated on the daily closing basis, lies below the exercise price. As a result there is no profit-dilution
effect in accordance with IAS 33. In the previous year, the share price from the first point in time at which options were able
to be exercised until the end of the financial year was constantly lower than the exercise price. There was therefore no dilution
effect for the financial year 2002 either.
»
| 27

28. Contingent liabilities
Guarantees
As at 31 December 2003, there are no guarantees (2002: none) issued in favour of third parties.
Minimum purchase volume obligations
There are no material minimum purchase volume obligations (2002: none).
Rental obligations
The following minimum payments are anticipated for the next few years based on existing rent agreements (without consideration
of extension options):
Term 2003 2002
up to 1 year 701 164
2 to 5 years 2 234 459
more than 5 years 1 442 99
Total 4 377 722
The increase in rental obligations is attributable to the newly opened CALIDA stores. Their annual rent is usually calculated on
the basis of turnover achieved. The term of the rent agreements is between 3 and 15 years whereby there are extension
options in most cases.
The rent expenses amounted to TCHF 462 (2002: TCHF 261).
Leasing obligations
As at 31 December 2003 there are no material leasing obligations to third parties (2002: none).
Obligations for the acquisition of assets
As at 31 December 2003 there are no obligations to acquire fixed or intangible assets (2002: none).
29. Pledged assets 2003 2002
Pledged real estate and land at book value 16 172 17 376
Existing land-lease rights thereon 27 000 27 000
Bank loans and credit lines secured by land-lease 10 000 20 000
Pledged bank assets 51 –
30. Related parties
Related persons are major shareholders, members of the Board of Directors and companies controlled by them.
All business transactions with related persons and companies are based on standard forms of contract and conditions. The
liabilities to shareholders are explained in Note 13. The recorded receivables from related parties are with regard to a company
controlled by a major shareholder, with which turnover in 2003 amounted to CHF 1 195 thousand (2002: CHF 1 575 thousand).
The ordinary remuneration paid to members of the Board of Directors amounted to CHF 305 thousand in 2003 (2002: CHF
300 thousand). Apart from the ordinary fees, individual members of the Board were also allocated a total of 3 000 registered
shares of CALIDA Holding AG at a strike price of CHF 100.–. This share allocation equates to a gross consideration totalling
CHF 102 thousand.
| 28

31. Segment reporting
a) Primary segmentation by geographic areas
Switzerland Germany Other markets Elimination TOTAL
2003 2002 2003 2002 2003 2002 2003 2002 2003 2002
By position of assets: 1)
Net sales 127 390 144 431 1 304 866 17 296 40 885 (15 864) (46 900) 130 126 139 282
Assets 89 107 94 019 322 253 9 552 10 060 – – 98 981 104 332
Liabilities (66 132) (74 593) (195) (256) (6 316) (4 963) 42 594 40 717 (30 049) (39 095)
Depreciation (4 481) (4 693) (19) (19) (1 186) (1 472) – – (5 686) (6 184)
Long-term reduction in value – (2 140) – – – (148) – – – (2 288)
Operating result 5 196 (6 291) 107 87 (2 570) 217 – (92) 2 733 (6 079)
Investments 1 218 638 2 – 196 571 – – 1 416 1 209
No. of employees
Gross sales
326 411 10 11 525 574 – – 861 996
(by location of customers) 63 294 68 914 52 262 56 693 26 247 27 621 – – 141 803 153 228
1) Point of view legal entities (see accounting principles/consolidation scope).
The transfer prices between the group companies are calculated at arm’s length. Net sales with other segments in the
elimination column are mainly generated in the other markets.
b) Secondary segmentation
Due to the structure of CALIDA, no further segmentation can be made.
32. Financial instruments
The CALIDA Group can conclude forward currency contracts and enter into option transactions in order to protect itself from
risks which can arise in the case of currency fluctuations for specific transactions. In their inclusion in the balance sheet, the
contracts are compared with the anticipated payment inflows in foreign currency, primarily from sales. The Group does not
use derivative instruments for speculative purposes. As at the cut-off date (31 December 2003), there were no open hedging
contracts in existence (see Note 2).
Credit risks
The short-term cash at banks and deposits are placed at banking institutes with a high level of creditworthiness. Trade
accounts receivable are shown after deduction of value adjustments for risks of bad debt. The credit risk in this position is
restricted insofar that the Group’s circle of customers is comprised of a large number of individual customers distributed over
various industries and geographic regions. There is therefore no significant cluster-risk for the Group.
Interest rate risks
The short-term cash at banks and deposits held by the Group attract interest at varying rates. With regard to the interest
payable by the Group, please refer to Note 10.
Fair Value
Cash and cash equivalents and cash at banks, trade accounts receivable and short-term liabilities equated approximately to
fair value as at 31 December 2003 due to the short-term payment dates involved. The fair value of the other financial investments
and the long-term financial liabilities do not deviate significantly from the values shown in the balance sheet.
33. Post balance sheet events
The consolidated financial statements were approved by the Risk & Audit Committee on 23 February 2004. On that same date,
the Board of Directors approved the publication. They are still subject to approval by the Annual General Meeting of shareholders.
There were no events between 31 December 2003 and the date of approval of these consolidated financial statements
by the Board of Directors which would require an adjustment of the values shown in the balance sheet or which would
need to be disclosed in these notes.
| 29

Report of the Group Auditors to the Annual General Meeting of
CALIDA HOLDING AG, OBERKIRCH
As Group Auditors, we have audited the consolidated financial statements (balance sheet,
income statement, consolidated statement of changes in equity, cash-flow statement and
notes) of CALIDA Holding AG for the year ended on December 31, 2003 as shown on pages
10 to 29 of this report.
The consolidated financial statements are the responsibility of the Board of Directors. Our
responsibility is to express an opinion on these consolidated finacial statements based on our
audit. We confirm that we meet the legal requirements concerning professional qualification
and independence.
Our audit was conducted in accordance with auditing standards promulgated by the Swiss
profession and with the International Standards on Auditing (ISA), which require that an audit
be planned and performed to obtain reasonable assurance whether the consolidated financial
statements are free of material misstatement. We have examined, on a test basis, evidence
supporting the amounts and disclosures in the consolidated financial statements. We have
also assessed the accounting principles used, significant estimates made and the overall
consolidated financial statement presentation. We believe that our audit a reasonable basis for
our opinion.
In our opinion, the consolidated financial statements give a true and fair view of the consolidated
financial position, results of operations and cash flows in accordance with the International
Financial Reporting Standards (IFRS) and comply with Swiss law.
We recommend that the consolidated financial statements submitted to you be approved.
KPMG Fides Peat
Markus Forrer Urs Matter
Swiss Certified Accountant Swiss Certified Accountant
Auditor in charge
Lucerne, February 23, 2004
| 30

FINANCIAL STATEMENTS CALIDA HOLDING AG
Balance sheet as at 31 December
in CHF ’000
ASSETS Notes 2003 2002
Current assets
Cash and cash equivalents 1 022 28
Other receivables due
– from third parties 11 40
– from group companies 2 389 1 757
Total current assets 3 422 1 825
Non-current assets
Financial assets
– Investments 1 32 082 29 400
– Loans to group companies 33 591 33 636
– Own shares 2 – 114
Total non-current assets 65 673 63 150
TOTAL ASSETS 69 095 64 975
LIABILITIES & SHAREHOLDERS’ EQUITY
Liabilities
Other liabilities due
– to third parties 11 29
– to shareholders 11 12
Provisions 200 208
Total liabilities 222 249
Shareholders’ equity
Share capital 4 15 150 15 000
Legal reserves
– General reserves 7 500 7 500
– Share premium reserves 4 137 –
– Reserves for own shares 2 – 265
Free reserves 2 66 500 66 235
Accumulated losses (20 414) (24 274)
Total shareholders’ equity 68 873 64 726
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 69 095 64 975
| 32

FINANCIAL STATEMENTS CALIDA HOLDING AG
Income statement
in CHF ’000
INCOME 2003 2002
Financial income 1 315 1 504
Licence fee income 545 520
Investment income Natural Textiles Limited – 502
Liquidation dividend Intipor Indústrias Téxteis Lda. – 1 332
Decrease of provision for value adjustments of investments 2 682 –
Total income 4 542 3 858
EXPENSES
Administrative expenses (638) (623)
Increase of provision for value adjustments of investments – (11 294)
Financial expenses (44) (63)
Total expenses (682) (11 980)
Net result before tax 3 860 (8 122)
Taxes – 29
Net profit/(loss) for the year 3 860 (8 093)
Statement of changes in shareholders’ equity
(in CHF '000)
Share capital
General
reserves
Share premium
reserves
Balance at 31 December 2000 15 000 7 500 – 260 7 760 66 240 (728) 88 272
Change in reserves for own shares (82) (82) 82 –
Net loss for the year (15 453) (15 453)
Balance at 31 December 2001 15 000 7 500 – 178 7 678 66 322 (16 181) 72 819
Change in reserves for own shares 87 87 (87) -
Net loss for year (8 093) (8 093)
Balance at 31 December 2002 15 000 7 500 – 265 7 765 66 235 (24 274) 64 726
Capital increase 150 137 137 287
Change in reserves for own treasury shares (265) (265) 265 -
Net profit for the year 3 860 3 860
Balance at 31 December 2003 15 150 7 500 137 – 7 637 66 500 (20 414) 68 873
| 33
Reserves for
own shares
Total legal reserves
Free reserves
Accumulated losses
Shareholders’
equity

FINANCIAL STATEMENTS CALIDA HOLDING AG
Notes
1. Investments
Company Activity Registered share capital Participation
CALIDA AG
Oberkirch/Sursee, Switzerland Production/Distribution CHF 10 000 000 100 %
CALIDA Portugal S.A.
Amares, Portugal Production EUR 6 250 000 100 %
CALIDA Hungary GmbH
Rajka, Hungary Production HUF 477 300 000 100 %
CALIDA GmbH
Düsseldorf, Germany Distribution EUR 102 258 100 %
CALICOM AG
Sursee, Switzerland Advertising CHF 100 000 100 %
The participations have not changed in comparison with the previous year. The book values of the investments are periodically
re-valued. They are valued at the lower of historical cost or net equity values.
2. Own shares Units Amount
(in CHF ’000)
Balance at 31 December 2002 847 114
Sales (847) (114)
Balance at 31 December 2003 – –
As at 31 December 2002, CALIDA AG held 175 shares of CALIDA Holding AG. The reserve for own shares as at December
31, 2002 of Calida Holding AG represented therefore a total of 1 022 of own shares held. The average purchase price of those
shares was CHF 261.40. In the first half of the financial year 2003, CALIDA AG acquired 3 198 shares at an average price of
CHF 149.50 via the stock exchange. As at 30 June 2003, CALIDA Group companies were holding a total of 4 220 own shares
at an average purchase price of CHF 176.60. In the second half of the year, all the shares were sold at an average price of
CHF 226.75. As at the cut-off date of the balance sheet (31 December 2003), neither CALIDA Holding AG nor any of its group
companies held any own shares anymore. The reserve for own shares was therefore dissolved.
3. Major shareholders
As at 31 December 2003, and as per their own statements, the Kellenberger Family held 51.2 % and Mr. Marco Vögele 26.2 %
of the shares of CALIDA Holding AG with voting rights. Those details correspond to the entries in the share register.
4. Conditional share capital
At the annual general meeting of 8 June 2001, a resolution was passed to create conditional capital of CHF 1 million to serve
staff participation by issuance of max. 20 000 registered shares to be fully paid up at a par value of CHF 50.– each.
In the course of the reporting year, the share capital was increased through the exercising of conditional capital of
CHF 150 000 or 3 000 registered shares. With the capital increase, the share premium reserves of CHF 136 620 were built. As
at 31 December 2003, the available conditional capital amounts to CHF 850 000 (2002: CHF 1 000 000). This equates to
17 000 registered shares (2002: 20 000) at a par value of CHF 50.– each.
There are no further facts that would require disclosure according to Article 663 b of the Swiss Code of Obligations.
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FINANCIAL STATEMENTS CALIDA HOLDING AG
Proposal of the Board of Directors regarding appropriation of free reserves
in CHF ’000
| 35
2003 2002
Accumulated losses at beginning of year (24 274) (16 181)
Profit / (loss) for year 3 860 (8 093)
Accumulated losses at end of year (20 414) (24 274)
Release of free reserves 66 500 –
Dividend payment (909) –
To be carried forward 45 177 (24 274)
The Board of Directors recommends the distribution of a gross dividend of CHF 3.– per registered share. This equates to a
distribution of 6 % of the par value of the registered share. After deduction of the Swiss federal withholding tax of 35 %, there
remains a net dividend of CHF 1.95 per registered share for direct payment to the shareholders.
If approval is given for this dividend distribution at the Annual General Meeting, it will be paid out from 10 May 2004 onwards.

Report of the Statutory Auditors to the General Meeting of
CALIDA HOLDING AG, OBERKIRCH
As Statutory Auditors, we have audited the accounting records and the financial statements
(balance sheet, income statement, statement of changes in shareholders’ equity and notes as
shown on pages 32 to 35 of CALIDA Holding AG, Oberkirch, for the year ended December 31,
2003.
These financial statements are the responsibility of the Board of Directors. Our responsibility
is to express an opinion on these financial statements based on our audit. We confirm that we
meet the legal requirements concerning professional qualification and independence.
Our audit was conducted in accordance with auditing standards promulgated by the Swiss
profession, which require that an audit be planned and performed to obtain reasonable assurance
about whether the financial statements are free from material misstatement. We have
examined on a test basis evidence supporting the amounts and disclosures in the financial
statements. We have also assessed the accounting principles used, significant estimates
made and the overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the accounting records, the financial statements and the proposal with regard
to the appropriation of free reserves comply with Swiss law and the Company's articles of incorporation.
We recommend that the financial statements submitted to you be approved.
KPMG Fides Peat
Markus Forrer Urs Matter
Swiss Certified Accountant Swiss Certified Accountant
Auditor in charge
Lucerne, February 23, 2004
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CORPORATE GOVERNANCE
1. Group structure
The operational Group structure shown here came into effect in January 2003.
Sales
Rosemarie Gaebke
Marketing
Felix Sulzberger
Chief Executive Officer
Felix Sulzberger
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Operations
Daniel Gemperle
Finance/Services
Andreas Lindemann
The legal Group structure is as follows:
Equity capital Capital/voting
Group company Business activity in local currency stake in % Held by
CALIDA Holding AG,
Oberkirch/Sursee, Switzerland
CALIDA AG,
Holding CHF 15 150 000 100 % Public
Oberkirch/Sursee, Switzerland
CALIDA Portugal S.A.,
Production/sales CHF 10 000 000 100 % CALIDA Holding AG
Amares, Portugal
CALIDA Ungarn GmbH,
Production EUR 6 250 000 100 % CALIDA Holding AG
Rajka, Hungary
CALIDA GmbH,
Production HUF 477 300 000 100 % CALIDA Holding AG
Düsseldorf, Germany
CALIDA of Switzerland Inc.,
Sales EUR 102 258 100 % CALIDA Holding AG
New York, USA
CALIDA France SAS,
Sales USD 5 000 100 % CALIDA AG
Metz, France
CALICOM AG,
Sales EUR 1 300 000 100 % CALIDA AG
Sursee, Switzerland Marketing CHF 100 000 100 % CALIDA Holding AG

2. Capital structure
The company’s share capital amounts to CHF 15.15 million. This is divided into 303 000 registered shares with a par value of
CHF 50 each. The registered shares of CALIDA Holding AG, domiciled in Oberkirch, are traded on the main board of the SWX
Swiss Exchange (securities number 901813, ISIN CH0009018133, abbreviation CALN). As at the balance sheet date of 31
December 2003, the company’s market capitalization was approximately CHF 73 million.
The General Meeting of Shareholders of 8 June 2001 created conditional capital not exceeding CHF 1 000 000 to fund participation
schemes for employees and Members of the Board of Directors. This increase was carried out by issuing a maximum
of 20 000 fully paid up registered shares of CHF 50 par value; shareholders’ preemption rights were excluded. The issue of
registered shares or options on these shares to employees and Members of the Board of Directors is to be carried out in accordance
with one or more regulations issued by the Board of Directors. Registered shares or options may be issued to employees
and Members of the Board of Directors at less than the stock market price. For further information about employee options,
please see the «Compensation, profit-sharing and loans» section. Over the course of the year under review, the company’s
capital was increased by CHF 150 000 through the issue of 3 000 registered shares from the conditional capital. As at 31
December 2003, CHF 850 000 of conditional capital was available. This is equivalent to 17 000 registered shares with a par
value of CHF 50 each.
The changes to capital over the last three reporting years can be seen in detail in the «CALIDA Holding AG annual financial
statement» section of the annual report under the heading «Changes to equity capital».
3. Shareholders
According to their information, as at 31 December 2003, the common-voting shareholders of the Kellenberger family controlled
51.2% of all shares of CALIDA Holding AG.
According to his information, as at 31 December 2003, shareholder Marco Vögele controlled 26.2% of all shares of CALIDA
Holding AG.
This information matches the entries in the share register. The company does not know of any other major shareholders.
There are no cross-shareholdings of any type.
4. Board of Directors
Name Nationality Born Position Joined
Dr. Thomas Lustenberger CH 1951 Chairman 16.06.2000
Alfred M. Niederer CH 1941 Vice Chairman 16.06.2000
Povl van Deurs Jensen DK 1943 Member 16.06.2000
Erich Kellenberger CH 1948 Member 22.09.1986
Marco Vögele CH 1958 Member 08.06.2001
The Board of Directors of CALIDA Holding AG consists of five people. All Members of the Board of Directors are non-executive
members. Apart from Erich Kellenberger, who until 31 March 2001 performed the role of Chief Executive Officer and Delegate
of the Board of Directors of CALIDA Holding AG, none of the Members of the Board of Directors has been a member of the
Executive Board of CALIDA Holding AG or any of its Group companies. The Members of the Board of Directors have no
material relations to CALIDA Holding AG or its subsidiaries, apart from those mentioned in note 30 of the consolidated annual
financial statement.
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»

Dr. Thomas Lustenberger
University of Berne (Dr. of law), Harvard Law School (LL.M.)
Professional background:
Partner in the legal practice Meyer Lustenberger in Zurich
Other functions and activities:
Chairman of the Board of Directors of Allreal Holding AG, Zurich, Vice Chairman of Micronas Semiconductor Holding AG,
Zurich, and of Schlatter Holding AG, Schlieren, Member of the Board of Directors SEZ Holding AG, Zurich, and of Vitra Holding
AG, Birsfelden
Alfred M. Niederer
Federal Institute of Technology Zurich (engineering degree, textiles engineering and business management), Stanford University
(Senior Executive Program)
Professional background:
Chairman of Bally International AG from 1986 to 1992, Vice President of Bata Europe from 1992 to 1995
Other functions and activities:
Owner and sole board member of Conpatex Holding AG, Lichtensteig, Chairman of the Board of Directors of Von Roll Holding
AG, Zurich, Vice Chairman of the Board of Directors of Charles Vögele Holding AG, Pfäffikon, and of Desco von Schulthess
Holding AG, Zurich, Member of the Board of Directors of Netstal Maschinen AG, Näfels, of Micronas Semiconductors Holding
AG, Zurich, and of AG Cilander, Herisau, Chairman of the Foundation Board of the Schwerpunktspital Wädenswil
Povl van Deurs Jensen
Commercial diploma, training as bookseller, officer training in the Danish Army
Professional background:
Until 31 December 2003 Executive President and Member of the Executive Committee of Japan Tobacco International (JTI)
Other functions and activities:
Member of the Board of Directors of JTI Dagmersellen
Erich Kellenberger
Kantonsschule Lucerne, Leicester Polytechnic (textile engineering)
Professional background:
Operational functions at the CALIDA Group between 1970 and 2001
Other functions and activities:
Member of the Board of Directors of Bächler Beteiligungen AG
Marco Vögele
Training in textile retailing
Professional background:
Until 1998 longstanding Member of the Executive Board of Charles Vögele Holding AG, responsible for purchasing/sales and
marketing, independent businessman
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The Board of Directors as a whole is elected for a term of three years. Members shall be eligible for unlimited reelection. The
current term of office shall end on the day of the General Meeting of Shareholders for the 2004 financial year.
The Board of Directors constitutes itself. It elects a secretary, who does not have to be a Member of the Board of Directors or
a shareholder. The Board of Directors is quorate when the majority of its members are present, except in the case detailed in
Art 652 para. 2 SCO. It shall pass its resolutions and carry out its elections by the majority of votes cast. The Chairman also
has a vote. If votes are tied, the Chairman has the casting vote. The Board of Directors’ votes are taken openly. Resolutions
on proposals may be passed in writing (including by fax), provided none of the members requests an oral discussion. A
resolution is passed when the majority of the entire board votes for it. Such resolutions are to be minuted. All Members of the
Board of Directors must leave the meetings when business is being discussed that touches on their own interests or the
interests of a person or company with which they are closely associated.
The Board of Directors may delegate the preparation of individual resolutions, the monitoring of business operations, and other
special tasks to committees. These committees do not have the power to pass resolutions. The duties that cannot be delegated
as defined in Art. 716a CO remain with the Board of Directors as a whole.
During the second half of the year under review, the Board of Directors wound up its previous committee, whose members
were Dr. Thomas Lustenberger, Chairman, and Alfred M. Niederer, Vice Chairman, and which helped and supported the Chief
Executive Officer as well as fulfilling the tasks of an audit committee and a remuneration committee. The tasks performed by
this committee, especially «nominations» and «remuneration» will be taken over by the Board of Directors as a whole. The
Board of Directors has also created an Audit & Risk Committee. Its members are Alfred M. Niederer, Vice Chairman (Chair) and
Povl van Deurs Jensen, Member. This committee assesses the CALIDA Group’s risk and control processes, monitors financial
reporting and evaluates the statutory and Group auditors (see also Chapter 9, Auditor).
The Board of Directors usually meets four or five times a year. Its meetings last for between half and one-and-a-half days. Four
meetings were held during the 2003 financial year.
The committee usually met up to twelve times. Six meetings were held during the year under review before the committee was
wound up. The Audit & Risk Committee will hold three or four regular meetings each year. It begins work at the start of the
2004 financial year. In addition, the Chairman undertakes special tasks as a partner for the Chief Executive Officer and the
Executive Board. This involves holding up to twelve meetings a year. Ten meetings were held last year.
While the meetings of the Board of Directors usually take place at the company’s head offices, the committee and now the
Audit & Risk Committee also meet at other locations. The members of the Executive Board attend the meetings of the Board
of Directors and the committee/Audit & Risk Committee as required.
The Board of Directors is the most senior supervisory and management body. As prescribed in the Organizational Regulations
that it issued, the Board of Directors has delegated management of the business to the Executive Board.
The individual accounts (balance sheet, profit and loss account) of CALIDA Holding AG’s subsidiaries are produced monthly,
quarterly, half-yearly and annually. The figures are consolidated for the Group. Comparisons are made with the previous year’s
figures and the budgeted figures. The budget is periodically reviewed in the form of a forecast of attainability. As part of the
Management Information System, individual Members of the Executive Board produce a monthly report for the Chief Executive
Officer. The Chief Executive Officer submits this report to the Board of Directors as a whole and discusses it at the Board’s
meetings. These reports were also discussed at meetings of the committee until the committee was wound up.
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5. Executive Board
Name Nationality Born Position Joined
Felix Sulzberger CH 1951 Chief Executive Officer &
Head of Marketing 01.11.2001
Rosemarie Gaebke D 1953 Head of Sales 01.03.2001
Daniel Gemperle CH 1959 Head of Operations 01.03.1999
Andreas Lindemann CH 1962 Chief Financial Officer 01.01.2003
Felix Sulzberger
University of Graz/Austria (masters in economics)
Professional background:
From 1976 to 1986 international marketing and sales positions in the tobacco and food division of a multinational company,
from 1986 to 2001 CEO/General Manager at European level for three leading multinational companies in the sports and clothing
sector
Other functions and activities:
Member of the Advisory Board of Finatem Beteiligungs GmbH, Frankfurt a.M., Member of the Advisory Board of Lafuma Group
GmbH, Bissingen b.T., Germany
Rosemarie Gaebke
Business diploma in sales and marketing, technical college, IMD Lausanne
Professional background:
From 1978 to 1982 sales manager in the music industry in Germany, from 1982 to 1995 various senior sales positions including
Commercial Director Germany for a leading American clothing company, from 1998 to 2001 Vice Chairman Retail Europe at
an international textile company based in Switzerland
Daniel Gemperle
University of Applied Sciences, textile clothing and technology, Mönchengladbach/D
Professional background:
From 1984 to 1988 production manager at a Swiss clothing group (retail and production) with particular responsibility for
managing the «production merger and rationalization» project as part of a merger between various group companies, from
1988 to 1998 Member of the Executive Board (Operations division) and Board of Directors of a Swiss clothing company
Andreas Lindemann
School of Economics and Business Administration, Lucerne (federal diploma in business administration) Kammerschule Zurich
(federal auditing diploma)
Professional background:
From 1989 to 1995 auditor at one of the major international auditing and consulting firms, from 1995 to 1998 Head of Finance
and Accounting in the duty free division of a multinational tobacco company, 1998 to 2002 Member of the Management Board
(CFO and Head of Management Services) at a Swiss media group
Members Of The Executive Board are appointed by the Board of Directors at the request of the Chief Executive Officer.
The Executive Board usually meets between one and four times a month.
Neither CALIDA Holding AG nor its subsidiaries have signed management contracts with third parties.
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6. Compensation, profit-sharing and loans
Compensation and profit-sharing programs: content and procedures
Members of the Board of Directors are usually paid fixed compensation for their work. This compensation is stipulated in the
regulations that are periodically issued by the Board of Directors. In addition to this fixed component, individual or all Members
of the Board of Directors may be allocated registered shares of CALIDA Holding AG as part of a variable compensation
scheme. The Board of Directors as a whole determines the timing of such allocations, the number of shares, the purchase
price and the blocking periods.
Compensation for the Executive Board includes a fixed component and a variable component. This variable component can
amount to a maximum of 55 % of the fixed compensation. The size of the variable component is based on the corporate goals
and on predefined individual goals. The Board of Directors approves the Executive Board’s compensation (including the share
option scheme) at the request of the Chief Executive Officer.
The General Meeting of Shareholders of 8 June 2001 approved conditional capital of CHF 1 000 000 for the creation of the
share option scheme. The option scheme is designed to encourage Members of the Board of Directors and employees to
implement corporate strategy and increase the value of the company in the interests of all shareholders.
Compensation for company officers
Fixed compensation (including all employer contributions to pension funds, excluding employer contributions to the AHV or
similar state social insurances) paid to the five Members of the Board of Directors in the 2003 financial year amounted to CHF
305 000. In addition to this fixed component, individual Members of the Board of Directors were allocated a total of 3 000
registered shares of CALIDA Holding AG. The purchase price per share was fixed at CHF 100. These shares are blocked for
sale until 31 January 2006. This allocation of shares is equivalent to a gross payment of approximately CHF 102 000. During
the year under review, no options were allocated from a share option scheme to Members of the Board of Directors. Total compensation
paid to the Board of Directors during the year under review thus came to CHF 407 000.
The highest overall compensation (including all employer contributions to pension funds, excluding employer contributions to
the AHV) paid to a Member of the Board of Directors in the 2003 financial year comprised fixed compensation of CHF 100 000
plus variable compensation in the form of the allocation of 1 500 registered shares of CALIDA Holding AG. This allocation of
shares is equivalent to a gross payment of approximately CHF 44 000. Total compensation paid to this Member of the Board
of Directors thus came to CHF 144 000.
The overall amount (including all employer contributions to pension funds, excluding employer contributions to the AHV or
similar state social insurances) paid to the four Members of the Executive Board in the 2003 financial year amounted to
approximately CHF 1 626 000. During the year under review no shares and no options to buy shares of CALIDA Holding AG or
its subsidiaries were allocated to Members of the Executive Board. In 2002, the Chief Executive Officer was given a total of
14 999 options to buy 14 999 registered shares of CALIDA Holding AG of par value CHF 50 each at the exercise price of CHF
200. The options can be exercised in installments over a period of five years. Three thousand of these options can be exercised
every year on 31 October, beginning on 31 October 2002, and 2 999 on 31 October 2006. These are American-style options
and can be exercised up until 31 December 2011. As at 31 December 2003, none of the 14 999 options had been exercised.
During the 2003 financial year, none of the Members of the Board of Directors and none of the Members of the Executive Board
who left their posts as company officers were paid an exit settlement.
No compensation was paid to former company officers in the 2003 financial year.
According to its own information, the Board of Directors and people with close relations to it held a total of 238 887 registered
shares of CALIDA Holding AG as at 31 December 2003. This is equal to 78.8 % of the share capital. According to their own
information, the Members of the Executive Board and people with close relations to them held no shares of CALIDA Holding
AG as at 31 December 2003.
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Additional fees and remuneration, loans to company officers
The Meyer Lustenberger legal practice, in which Chairman of the Board of Directors Dr. Thomas Lustenberger is one of eleven
partners, invoiced CALIDA Holding AG or one of its Group companies approximately CHF 166000 for legal consultancy during
the year under review.
Member of the Board of Directors Erich Kellenberger helps the Executive Board on product and marketing issues. During the year
under review CALIDA AG paid Erich Kellenberger approximately CHF 265000 as part of this advisory mandate.
CALIDA AG granted Bächler Beteiligungen AG a loan to finance the furnishing and equipping of CALIDA stores. Member of the
Board of Directors Erich Kellenberger has a stake in Bächler Beteiligungen AG. As at the balance sheet date, this loan amounted
to CHF 400000. Interest is charged at normal market rates. An interest rate of five percent currently applies. The loan is unsecured
and is repayable in two equal installments by 31 December 2004. In return, CALIDA AG owes the commonvoting shareholder
group associated with Erich Kellenberger a total of approximately CHF 670500.
7. Shareholders’ rights
Only persons who are registered in the share register shall be deemed to be shareholders in the company. The company’s
articles of association place no restrictions on registration or voting rights. Shareholders registered in the share register on the
date on which invitations to the meeting are sent out shall be entitled to vote at the General Meeting of Shareholders. A shareholder
can be represented at the General Meeting of Shareholders by another shareholder on the basis of a written proxy.
Items on the agenda involving motions to the General Meeting of Shareholders must be submitted in writing to the Board of
Directors at least four weeks prior to the date of the General Meeting of Shareholders. Invitations to shareholders are sent out
in writing at least 20 days before the meeting to shareholders registered in the share register, as well as being published in the
Swiss Commercial Gazette. No changes will be made to the share register between the sending out of invitations and the date
of the General Meeting of Shareholders.
The General Meeting of Shareholders shall pass its resolutions and carry out its elections with an absolute majority of the share
votes represented unless the law or the articles of association stipulate otherwise. If there is a second round of voting, a relative
majority shall decide the matter. In the event of tied votes, the chairman shall have the casting vote in the case of a poll; in the
case of elections, the vote shall be decided by lot.
8. Change of control and defensive measures
There are no regulations in the articles of association about opting out or opting up (Art. 22 BEHG).
There are no «change of control» clauses in favor of Members of the Board of Directors.
In the event of a change in control of the company, the Chief Executive Officer can resign his employment relationship and
demand immediate release with full pay for the notice period. In this case he acquires a put option for the registered shares
acquired as part of the share option scheme. If the Chief Executive Officers resigns within 24 months of a change of control,
he receives a settlement equivalent to one annual salary including an annual bonus.
There are no agreements with other Members of the Executive Board for the event of a change of control.
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9. Auditors
KPMG Fides Peat, Lucerne, has been the statutory and Group auditor for CALIDA Holding AG since 2000. The head auditor
has been responsible for the audit mandate since this date. All subsidiaries of CALIDA Holding AG are audited by auditors of
the KPMG group around the world.
The cost for the period of auditing the individual accounts and consolidated financial statement for 2003 came to approximately
CHF 242 500. In addition, KPMG charged approximately CHF 102 000 for tax and business consultancy during the year
under review.
This Board of Directors’ committee, and now the new Audit & Risk Committee (see also chapter 4, Board of Directors), conducts
an annual review of the performance, fees and independence of the statutory and Group auditors. It suggests to the
Board of Directors which statutory and Group auditors it should propose to the General Meeting of Shareholders. This Board
of Directors’ committee, and now the new Audit & Risk Committee, evaluates the work of the statutory and Group auditors by
referring to the management letters, explanations and audit reports prepared by the external auditors.
10. Information policy
CALIDA Holding AG informs shareholders and the interested general public about the course of its business by means of halfyearly
and annual reporting. The annual report up to 31 December was sent to shareholders together with their invitations to
the General Meeting of Shareholders. The semi-annual report is sent to shareholders registered in the share register at the end
of August/beginning of September. The annual report, semi-annual report and press releases can be accessed on the Internet
at www.calida.com under the Company section. Printed documentation can be ordered from the website www.calida.com, by
e-mail from investor@calida.com or by post from CALIDA Holding AG, Investor Relations, Postfach, 6210 Sursee. Pricesensitive
information is announced in accordance with the provisions of the SWX Swiss Exchange.
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CALIDA Holding AG
Bodywear, Postfach, CH-6210 Sursee
Tel. 0041 (0)41 925 45 25, Fax 0041 (0)41 925 42 84
www.calida.com
Investor Relations, Postfach, CH-6210 Sursee
Tel. 0041 (0)41 925 42 42, Fax 0041 (0)41 925 46 22
investor@calida.com