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Annual Report • Ársskýrsla 2006 - Icelandic Group

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<strong>Annual</strong> <strong>Report</strong> <strong>•</strong> <strong>Ársskýrsla</strong> <strong>2006</strong>


<strong>Icelandic</strong> <strong>Group</strong> Plc. on 31 December <strong>2006</strong><br />

Employees 4,600<br />

Stock ISK 2,893,248,244<br />

Number of shareholders 21,122<br />

Share price 7.6<br />

Ten largest shareholders on 31 December <strong>2006</strong><br />

FAB 20.2%<br />

Fjárfestingarfélagid Grettir* 13.5%<br />

Blátjörn 12.9%<br />

ISP 12.3%<br />

Magnús Thorsteinsson* 10.8%<br />

Hf. Eimskipafélag Íslands 7.5%<br />

Straumur – Burdarás Investment bank 3.8%<br />

BOM fjárfestingar 3.7%<br />

KP fjárfestingarfélag 3.0%<br />

Landsbanki Luxembourg* 2.6%<br />

Total 10 largest 90.3%<br />

* According to the shareholder’s register, Landsbanki Luxembourg<br />

holds 22.6% of all shares as a custodian bank. In the table the<br />

shareholdings have been reallocated according to notifications to<br />

OMX Nordic Exchange in Iceland.<br />

Board<br />

Magnús Thorsteinsson, Chairman<br />

Jón Kristjánsson, Vice Chairman<br />

Adalsteinn Helgason<br />

Baldur Örn Gudnason<br />

Gunnlaugur S. Gunnlaugsson<br />

Management<br />

Executive Board:<br />

Björgólfur Jóhannsson, CEO of <strong>Icelandic</strong> <strong>Group</strong><br />

Ellert Vigfússon, CEO of <strong>Icelandic</strong> USA & Asia<br />

Finnbogi Baldvinsson, CEO of <strong>Icelandic</strong> Europe<br />

CEOs of subsidiaries<br />

Coldwater Seafood Anita Barker<br />

Fiskval Ingvar Eyfjörd<br />

<strong>Icelandic</strong> Asia S.A. Park<br />

<strong>Icelandic</strong> France Jean-Max Martel<br />

<strong>Icelandic</strong> Iberica Hjörleifur Ásgeirsson<br />

<strong>Icelandic</strong> Japan/Marinus Jón Magnús Kristjánsson<br />

<strong>Icelandic</strong> Northwest Peter Trost<br />

<strong>Icelandic</strong> Norway Jón Gardar Helgason<br />

<strong>Icelandic</strong> Services Valdimar Óskarsson<br />

<strong>Icelandic</strong> UK Magni Thor Geirsson<br />

<strong>Icelandic</strong> USA Aevar Agnarsson<br />

Jeka Fisk Halldór Arnarson<br />

Pickenpack Gelmer Gudmundur Stefansson<br />

Pickenpack H&H Wolfgang Kohls<br />

Seachill Mike Walker<br />

Financial Calendar 2007<br />

Interim results for the year 2007 will be published<br />

on the following dates:<br />

Q-1 Week 21<br />

Q-2 Week 33<br />

Q-3 Week 47<br />

Q4 and <strong>Annual</strong> Financial Statements Week 10 2008<br />

Market price of shares in <strong>Icelandic</strong> <strong>Group</strong><br />

12<br />

11<br />

10<br />

9<br />

8<br />

7<br />

6<br />

5<br />

4<br />

Jan 04<br />

Apr 04<br />

Jun 04<br />

Sept 04<br />

Jan 05<br />

Apr 05<br />

Jun 05<br />

Sept 05<br />

Stock Exchange<br />

<strong>Icelandic</strong> <strong>Group</strong>’s shares are quoted on<br />

the OMX Nordic Exchange in Iceland (www.icex.is)<br />

Symbol: IG<br />

Trading currency: ISK<br />

Principal banks of <strong>Icelandic</strong> <strong>Group</strong><br />

Iceland<br />

Glitnir<br />

Landsbanki Íslands<br />

UK<br />

Glitnir<br />

Landsbanki Íslands<br />

Royal Bank of Scotland<br />

Yorkshire Bank<br />

USA<br />

Bank of America<br />

Brown Brothers<br />

Israel Discount Bank<br />

Peoples Bank<br />

Rabobank<br />

Germany<br />

Bankhaus Lampe<br />

Deutsche Bank<br />

HSH Nordbank<br />

Rabobank<br />

Spain<br />

Banco Sabadell-Atlántico<br />

BBVA<br />

France<br />

Fortis Bank<br />

Landsbanki Íslands<br />

Société Générale<br />

Jan 06<br />

Apr 06<br />

Jun 06<br />

Sept 06<br />

Jan 07


<strong>Annual</strong> <strong>Report</strong> <strong>2006</strong>


Contents<br />

The Chairman’s statement …………………………… 5<br />

CEO’s address ………………………………………… 7<br />

Outlook and future vision …………………………… 9<br />

Milestones …………………………………………… 10<br />

Highlights of the year ………………………………… 11<br />

Board of Directors …………………………………… 12<br />

Shareholders issues …………………………………… 13<br />

Structure & organisation ……………………………… 16<br />

Food trends …………………………………………… 18<br />

Products ……………………………………………… 20<br />

Markets & customers ………………………………… 21<br />

Product development ………………………………… 22<br />

Trademarks …………………………………………… 23<br />

<strong>Icelandic</strong> Europe ……………………………………… 25<br />

United Kingdom …………………………………… 25<br />

Germany …………………………………………… 27<br />

France ……………………………………………… 29<br />

Spain ………………………………………………… 30<br />

Denmark …………………………………………… 31<br />

<strong>Icelandic</strong> USA & Asia ………………………………… 33<br />

USA ………………………………………………… 33<br />

Asia ………………………………………………… 34<br />

Japan ………………………………………………… 35<br />

Financial review ……………………………………… 36<br />

Corporate governance ……………………………… 41<br />

Risk management …………………………………… 43<br />

Corporate responsibility ……………………………… 45<br />

Financial Statements <strong>2006</strong> ………………………… 47<br />

Endorsement by the Board of Directors …………… 49<br />

Auditors’ <strong>Report</strong> ……………………………………. 50<br />

Income Statement ……………………………………. 51<br />

Balance Sheet ………………………………………… 52<br />

Statement of Changes in Equity …………………… 53<br />

Statement of Cash Flow ……………………………. 54<br />

Notes to the Financial Statements …………………… 55<br />

3


The Chairman’s statement<br />

It was with a certain pleasure and pride that I accepted the role<br />

of Chairman of the Board of <strong>Icelandic</strong> <strong>Group</strong> Plc. last year after<br />

being approached. Every Icelander has it in his or her blood to<br />

take part in harvesting, processing or selling seafood one way or<br />

another. This is how the historical ties to the sea and its harvest<br />

affect Icelanders. Historical values are good by themselves, but<br />

at the same time, we must all realise that we do not live in the<br />

past, and the future is today. Therefore, it is of great importance<br />

that we, the board members and management of <strong>Icelandic</strong> <strong>Group</strong>,<br />

move on with the times and adapt our business model to what<br />

our customers need and want to buy.<br />

Advancing value-added business<br />

It is with that in mind that the constant work of restructuring the<br />

operations of <strong>Icelandic</strong> <strong>Group</strong> went on in <strong>2006</strong>. Our various<br />

divisions have been restructured with the single most important<br />

goal in mind of increasing efficiency and profitability. This is a<br />

task that will not be accomplished overnight, and it can<br />

sometimes be a painful process for those concerned. A wise man<br />

once said that an end is not an end but a new beginning.<br />

Therefore, we should not resist change but rather embrace it and<br />

use it to our advantage.<br />

Our vision is to continue advancing our business in the<br />

production of value-added products and build up our brands in<br />

the marketplace. At the same time we want to use every<br />

opportunity to get closer to the source but not shy away from<br />

opportunities that may arise in primary production of seafood.<br />

This policy is already starting to bear fruit, and we will see the<br />

returns increase further during the year.<br />

Eventful year<br />

The year <strong>2006</strong> was in many ways, an eventful one. We have<br />

continued the restructuring process of the chilled and frozen<br />

seafood production in the United Kingdom. The operations of<br />

three plants in Grimsby have been merged into two, and there is<br />

a greater emphasis on chilled, value-added products, such as<br />

ready meals and other convenience products, whereas the frozen<br />

products have fallen back.<br />

Acquisition of Pickenpack H&H and Delpierre’s Gelmer<br />

On the continent we have seen new, important, companies<br />

joining the <strong>Group</strong>. The acquisition of Pickenpack Hussmann &<br />

Hahn was finalised in January. The investment was in line with<br />

<strong>Icelandic</strong> <strong>Group</strong>’s strategy to be a global leader in the production<br />

and sale of seafood products. The summer saw the acquisition of<br />

Delpierre’s frozen seafood plant in Gelmer, France. It is now<br />

operated as Pickenpack Gelmer.<br />

With the acquisition, <strong>Icelandic</strong> <strong>Group</strong>’s operations have been<br />

substantially strengthened in Europe, where a great many<br />

synergistic opportunities exist. The Pickenpack experience has<br />

shown that achieving acceptable operating results in the<br />

manufacture of frozen products for the consumer market requires<br />

substantial volume and large batches. In the United Kingdom we<br />

have been turning out about 16,000 tons of frozen products<br />

annually, while at Delpierre in France, the production has been<br />

about 17,000 tons per year, and at Pickenpack production is at<br />

70,000 tons. It is our opinion that the acquisition will enable us<br />

to improve the use of our production capacity, enlarge our<br />

production batches and increase specialisation, which will pay off<br />

in improved operating results. Still further concentration is<br />

foreseeable in this sector, and <strong>Icelandic</strong> <strong>Group</strong> intends to play a<br />

key role.<br />

Saltfish production and strong sourcing<br />

In Denmark the <strong>Group</strong> acquired Jeka Fish and its subsidiary<br />

Atlantic Cod. Again, the investment is in line with <strong>Icelandic</strong><br />

<strong>Group</strong>’s strategy of leading the market in the manufacture and<br />

sale of seafood products in the world, this time in saltfish<br />

products intended for the Mediterranean markets.<br />

The importance of sourcing and primary production is not to be<br />

undervalued. Our staff has done a good job of strengthening the<br />

co-operation between Asia and our other markets, with the USA<br />

paving the way. The <strong>Group</strong> has built up its own production in<br />

China, and last year a tilapia farming operation was added to<br />

other activities. All this will bring greater value into the <strong>Group</strong> as<br />

we progress into 2007.<br />

Final steps in the USA merger<br />

The final steps of the merger between <strong>Icelandic</strong> USA and<br />

Samband of Iceland are now ahead, highlighted by the closure of<br />

the former <strong>Icelandic</strong> USA plant in Cambridge, Maryland.<br />

This really reflects the overcapacity in the industry and<br />

underutilisation of our plants in the US. Thus, the merger will<br />

result in greater efficiency of our Newport News plant and help<br />

to drive further consolidation in the industry in which <strong>Icelandic</strong><br />

<strong>Group</strong> will take part.<br />

Leadership in the seafood business<br />

There is still a lot of work ahead for the company to reach an<br />

acceptable level of profitability. The goals are quite clear, and the<br />

board and management are both very focused on the tasks at<br />

hand. It is therefore with great enthusiasm that we close <strong>2006</strong><br />

and greet a new year with all its challenges. I know that our<br />

<strong>Group</strong> enjoys having a large number of excellent employees, and<br />

I would like to thank them for their contribution during the year.<br />

Together, we will move <strong>Icelandic</strong> <strong>Group</strong> closer to undisputed<br />

leadership in the seafood business.<br />

Magnús Thorsteinsson<br />

Chairman of the Board<br />

5


CEO’s address<br />

A year of activities<br />

With this <strong>Annual</strong> <strong>Report</strong> we bid farewell to the eventful year of<br />

<strong>2006</strong>. Many decisions were made to change the <strong>Group</strong> companies<br />

that have not been producing acceptable results. We have seen a<br />

new management team put in place in France, where constant<br />

operating losses and rising inventory levels have been the rule.<br />

The new management has succeeded in turning the business<br />

around and reducing the inventory during the second half of the<br />

year.<br />

At Coldwater UK a number of measures have been taken in order<br />

to improve and simplify the operations. Now, the emphasis is on<br />

the production of convenience items, such as ready meals, both<br />

chilled and frozen. Production of other items is being moved to<br />

France and Germany. These measures have had a positive impact<br />

on operational results during the last months of the year.<br />

At year-end a decision was made to close one of the two plants in<br />

the USA during the first quarter of 2007. This represents a final<br />

step in the merger process of <strong>Icelandic</strong> USA and Samband of<br />

Iceland that began in July 2005. These measures, along with<br />

those of other companies, will contribute to enhanced <strong>Group</strong><br />

operations in the future.<br />

Deviations from budget<br />

Warm summer weather in major markets, Europe and USA<br />

resulted in reduced demand which was not anticipated. High raw<br />

material prices have had a negative impact on contribution as the<br />

increased costs were not reflected soon enough in the sales price<br />

of value-added products.<br />

The <strong>Group</strong>’s operational results in <strong>2006</strong> showed some deviations<br />

from the original budget. To a large extent these are due to four<br />

<strong>Group</strong> companies: <strong>Icelandic</strong> USA, Pickenpack, Coldwater UK and<br />

<strong>Icelandic</strong> France. We incurred one-time costs owing to plant<br />

closure in the USA and longer and more costly transitions than<br />

anticipated at Coldwater UK, <strong>Icelandic</strong> Germany and France.<br />

Ever-changing company<br />

<strong>Icelandic</strong> <strong>Group</strong> acquired Jeka Fish in Denmark in April. Jeka Fish<br />

produces salted fish, and it is the first time that such production<br />

takes place within <strong>Icelandic</strong> <strong>Group</strong>. The company is well-managed<br />

and strong in its field. The plan is to grow and strengthen the<br />

operations further in conjunction with other marketing efforts in<br />

Italy and Spain.<br />

<strong>Icelandic</strong> <strong>Group</strong> has undergone substantial changes in the past<br />

few years. The roots are in <strong>Icelandic</strong> Freezing Plant Corporation.<br />

That is where the comparison ends, however. Today, <strong>Icelandic</strong><br />

<strong>Group</strong> consists of production and marketing companies that have<br />

managed to build up a strong presence at most markets and team<br />

up with most of the major retail chains in Europe and North<br />

America.<br />

Food trends<br />

The trends are shifting in the consumption patterns of food.<br />

While these used to be heavily driven by practicality only a<br />

decade ago, we have seen a shift towards issues like enjoyment<br />

and health. Enjoying a meal encompasses factors like eating out,<br />

culinary culture and organic food. Fish products are becoming<br />

increasingly popular as the centrepiece of a healthy meal. When<br />

it comes to meals eaten at home, convenience plays an important<br />

role. Increased convenience means getting the final product<br />

ready for the consumer’s plate. <strong>Icelandic</strong> <strong>Group</strong> plays an active<br />

role in this process. The restructuring at Coldwater UK last year is<br />

an example. Now, the emphasis is increasingly on ready meals in<br />

chilled or frozen form. This is an ongoing process where the<br />

company and the retail chains join forces in developing the<br />

product of tomorrow. In this process the <strong>Group</strong> benefits from the<br />

profound expertise and know-how of its experienced staff, and it<br />

intends to continue to build on this for future prosperity.<br />

Not to be forgotten<br />

When a business is underperforming, there is a tendency for all<br />

the discussion to focus on the negative things and on the actions<br />

that must be taken. The businesses that are doing well are hardly<br />

mentioned and are in fact mixed up with everything else. Many<br />

<strong>Group</strong> companies did very well last year and stayed within<br />

budget. The operations in Spain, Asia, Denmark, Germany and<br />

part of UK did well in <strong>2006</strong>, and the companies are wellpositioned<br />

for strong growth in the future. Following the<br />

restructuring process in <strong>2006</strong>, we expect all companies to turn a<br />

profit in 2007. This allows us to utilise the strength of each<br />

company for the benefit of the whole <strong>Group</strong>. The executives of<br />

<strong>Icelandic</strong> <strong>Group</strong> believe that the present infrastructure will lead<br />

to improved results in 2007 and to steady improvements in the<br />

years to come.<br />

I would like to express my thanks to the <strong>Icelandic</strong> <strong>Group</strong><br />

employees all over the world for their great contribution.<br />

Björgólfur Jóhannsson<br />

CEO of <strong>Icelandic</strong> <strong>Group</strong><br />

7


8<br />

4


Outlook and future vision<br />

The <strong>Icelandic</strong> <strong>Group</strong> consists of an international network of<br />

production and marketing companies selling seafood products on<br />

global markets. In several markets the company enjoys a<br />

prominent position with its brand ICELANDIC, especially within<br />

the food service sector. The company is also a major supplier to<br />

the retail sector through its branded or private label production.<br />

Our mission is to maximize long-term shareholder value by<br />

acquiring, restructuring and managing companies in the food<br />

processing industry, while providing our people with<br />

opportunities for growth and accomplishment<br />

We aim to support a 21st century lifestyle by supplying healthy<br />

and affordable food, both fresh and frozen. Retailers,<br />

restaurants, distributors and organisations will recognize us as an<br />

industry leader based on our efficiency, superior service and<br />

products.<br />

The <strong>Group</strong>’s ambition is to be a leader in its field and a provider<br />

of expert knowledge on seafood for its customers in all market<br />

areas. <strong>Icelandic</strong> <strong>Group</strong> will continue to focus on its strong points:<br />

production and sale of seafood in the most important markets<br />

worldwide. The company defines itself as a seafood expert, and<br />

that is how it operates for its customers who rely on it as a<br />

specialized supplier. <strong>Icelandic</strong> <strong>Group</strong> is focused on widening its<br />

product range in order to fulfil customer needs.<br />

<strong>Icelandic</strong> <strong>Group</strong> is an international network of companies, each<br />

operating in its own market in the processing and marketing of<br />

seafood. The <strong>Group</strong> employs about 4,600 people. The personnel<br />

includes renowned experts in the fields of fishing and primary<br />

processing, product innovation and value-added processing, and<br />

in the worldwide marketing of seafood products.<br />

<strong>Icelandic</strong> <strong>Group</strong> has emerged in recent years as a supplier of fresh<br />

and chilled seafood. This category is rapidly expanding in the<br />

retail business, fulfilling customer expectations for fresh, natural<br />

and convenient food. The company has invested in a number of<br />

concerns in order to fully participate in this development, which<br />

is most advanced in the UK. A new chapter in the <strong>Group</strong>’s story<br />

began with its investment in the saltfish company Jeka Fish, and<br />

the plan is to strengthen these operations further in conjunction<br />

with other marketing efforts in Italy and Spain.<br />

Restructuring is well underway at Coldwater UK, <strong>Icelandic</strong> France<br />

and <strong>Icelandic</strong> USA. Products are being shifted from Coldwater<br />

UK to Pickenpack in Lüneburg and in Gelmer as Coldwater will<br />

focus on the production of ready meals. In the USA, one of the<br />

two plants is being closed down, which will in time create great<br />

synergies.<br />

Up until now, <strong>Icelandic</strong> <strong>Group</strong> companies have operated as<br />

completely independent units, with practically negligible<br />

synergies and co-operation in purchasing, marketing and<br />

operation of support divisions. The restructuring currently<br />

underway is aimed at taking increasing advantage of the <strong>Group</strong>’s<br />

strength and size to achieve more favourable purchasing,<br />

increase the cost efficiency of support divisions and thereby<br />

improve performance.<br />

The company has also set five-year operating targets,<br />

anticipating a substantial increase in both the scope and<br />

profitability of its activities. The company expects to achieve this<br />

through cost-cutting measures, organic growth and acquisitions.<br />

In the near term, consolidation is expected of companies<br />

processing and marketing seafood products. <strong>Icelandic</strong> <strong>Group</strong> aims<br />

at being an active participant in this development in Europe and<br />

North America. The <strong>Group</strong> has announced a target operating<br />

turnover of € 1,560 million for 2007 and € 1,740 million for 2008.<br />

<strong>Icelandic</strong> <strong>Group</strong> is moving towards being the undisputed leader in<br />

the seafood business.<br />

9


10<br />

Milestones<br />

1942 Founding of the Company<br />

1945 Sales office opened in the USA<br />

1946 First sales office opened in Europe<br />

1954 Value-added processing plant opened in the USA<br />

1967 New value-added processing plant opened in Cambridge, Maryland, USA<br />

1981 Sales and marketing company established in Hamburg, Germany<br />

1982 New value-added processing plant opened in Grimsby, UK<br />

1988 Sales company established in France<br />

1989 Sales agency established in Tokyo, Japan<br />

1996 Merger with Faeroe Seafood in Grimsby, UK<br />

1996 Sales company established in Barcelona, Spain<br />

1996 Changes in company charter, a limited liability company is formed<br />

1997 Sales and procurement company established in Norway<br />

1998 <strong>Icelandic</strong> UK established in Lincoln, UK<br />

1998 Company shares registered on the Iceland Stock Exchange<br />

2002 Acquisition of chilled processing plant in Redditch, UK<br />

2003 Acquisition of Ocean to Ocean (OTO) in the US<br />

2003 Acquisition of Barogel in Marseilles, France<br />

2003 Acquisition of Neptune Fisheries in the US<br />

2004 <strong>Icelandic</strong> China established<br />

2004 Acquisition of Seachill in Grimsby, UK<br />

2004 Acquisition of Comigro Geneco in Paris, France<br />

2004 Acquisition of the seafood division of Cavaghan & Gray in Grimsby and Aberdeen, UK<br />

2005 Acquisition of Ecomsa in southern Spain<br />

2005 Merger of Blue Ice <strong>Group</strong> and <strong>Icelandic</strong> <strong>Group</strong><br />

2005 Acquisition of Dalian Three Star, China<br />

2005 Acquisition of Fiskval, Iceland<br />

2005 Acquisition of Pickenpack H&H Seafood in Germany<br />

<strong>2006</strong> Acquisition of Jeka Fish in Denmark<br />

<strong>2006</strong> Acquisition of Delpierre’s Gelmer in France<br />

<strong>Icelandic</strong> <strong>Group</strong> was formerly known as the <strong>Icelandic</strong> Freezing<br />

Plants Corporation (IFPC). Founding in 1942 by a number of<br />

fishing and processing companies, the purpose of IFPC was to<br />

sell frozen seafood from the plants in foreign markets, purchase<br />

packaging and other goods for their needs, explore new markets<br />

and develop new products and processing technology.<br />

IFPC was for most of its history owned by fish-processing<br />

companies and sold their products by mutual obligations of<br />

delivery and sales. The company structure was changed in 1996<br />

when it became a limited liabilty company, and two years later it<br />

was registered on the Iceland Stock Exchange. The former<br />

owners gradually sold their shares, and new shareholders<br />

emerged. The mutual obligations in delivery and sales were lifted,<br />

and the business developed in line with contracts between<br />

unrelated companies.<br />

<strong>Icelandic</strong> <strong>Group</strong> has therefore grown from strong roots. The<br />

company has expanded its operations rapidly in past decades,<br />

especially in the most important markets for <strong>Icelandic</strong> seafood. In<br />

an era of new ownership, the company has invested significantly<br />

in the production and marketing of fresh and chilled seafood, in<br />

addition to its investment in the marketing of frozen products.<br />

<strong>Icelandic</strong> <strong>Group</strong> now defines its operations more widely than ever<br />

before.


Highlights of the year<br />

January: Acquisition of Pickenpack H&H finalised. With the acquisition,<br />

<strong>Icelandic</strong> <strong>Group</strong> strengthened its market position in Europe substantially.<br />

Addition of 70,000 tons and almost € 200 million in sales.<br />

March: Björgólfur Jóhannsson appointed CEO. Björgólfur joined <strong>Icelandic</strong><br />

<strong>Group</strong> early in <strong>2006</strong> as Head of Business Development. Other professional<br />

experience includes chief executive positions in the fishing industry.<br />

April: Acquisition of Jeka Fish in Denmark. Through the acquisition, <strong>Icelandic</strong><br />

<strong>Group</strong> entered the saltfish production sector for the first time. <strong>Annual</strong><br />

turnover is € 40 million.<br />

July: Acquisition of Delpierre’s Gelmer in France. Greater efficiency in the<br />

production of frozen seafood will result from specialisation and cooperation<br />

between the Pickenpack plant in Germany and the Coldwater plants in<br />

Grimsby.<br />

July: New Managing Director, Anita Barker, appointed at Coldwater UK.<br />

Anita has 15 years’ experience in the food business, having held a variety of<br />

senior financial and operational roles, the most recent one with Geest Ltd.<br />

July: New Managing Director at <strong>Icelandic</strong> France. Jean Max Martel, who had<br />

been one of the managers of <strong>Icelandic</strong> France, took over as head of the<br />

company. Mr. Martel was the owner of Comigro Geneco and chief executive<br />

officer of that company for 23 years, until its acquisition by <strong>Icelandic</strong> <strong>Group</strong><br />

in 2004.<br />

September: Pickenpack H&H’s centenary. The company threw a great party<br />

in Lüneburg where between 300 and 400 guests showed up to pay their<br />

compliments to the company and its staff.<br />

November: New Chairman steps in. Due to recent changes in the ownership<br />

of <strong>Icelandic</strong> <strong>Group</strong>, Gunnlaugur S. Gunnlaugsson resigned as Board Chairman.<br />

He will continue as a Board Member. The Board elected Magnús Thorsteinsson<br />

as Chairman, but he had served as a Board Member since October 2005.<br />

Sales<br />

Net Profit (loss) in million EUR<br />

EBITDA in million EUR<br />

11


12<br />

Board of Directors<br />

The present Board of Directors was elected at the <strong>Annual</strong> General Meeting on 23 March <strong>2006</strong>. Following the meeting, the new<br />

Board elected Gunnlaugur S. Gunnlaugsson Chairman. In November <strong>2006</strong>, Gunnlaugur resigned as Board Chairman due to<br />

changes in the ownership of <strong>Icelandic</strong> <strong>Group</strong>. He continued as a Board Member. The Board elected Magnús Thorsteinsson as<br />

Chairman, but he had served as a Board Member since October 2005. The Board has five members and two alternate members.<br />

The alternate members are Páll Thor Magnússon and Steingrímur Pétursson.<br />

Magnús Thorsteinsson<br />

Chairman<br />

Magnús Thorsteinsson became a member of<br />

the Board in October 2005. He is the Board<br />

Chairman of Hf. Eimskipafélag Íslands. Magnús<br />

is an entrepreneur and investor, chiefly in the<br />

area of transport and the financial sector. His<br />

first major investment was in Russia, where he<br />

was one of the founders of the Bravo brewery<br />

in St. Petersburg. After ten years of successful<br />

operations, the company was sold to Heineken<br />

BV. Magnús is a board member of Actavis, the<br />

pharmaceutical conglomerate. Magnús is a<br />

graduate of the Bifröst School of Business.<br />

Jón Kristjánsson<br />

Vice-Chairman of the Board<br />

Jón Kristjánsson became a Board member at a<br />

shareholders’ meeting on 30 May 2005 and<br />

was elected Chairman at the same time, serving<br />

in that capacity until October 2005. Jón is a<br />

major owner of Sund investment company and<br />

is its Executive Board Chairman.<br />

Adalsteinn Helgason<br />

Board Member<br />

Adalsteinn Helgason has held a seat on the<br />

Board since March <strong>2006</strong>. He has served as CEO<br />

of Síldarvinnslan, a fishing and fish processing<br />

company, since the beginning of <strong>2006</strong>.<br />

Adalsteinn has held various senior management<br />

positions through his career. In the years 1992-<br />

2005 Adalsteinn was part of Samherji’s<br />

management team in Akureyri. Adalsteinn<br />

graduated in business administration from the<br />

University of Iceland in 1976.<br />

Baldur Örn Gudnason<br />

Board Member<br />

Baldur Örn Gudnason has been a Board<br />

member since 2003. He has been the CEO of<br />

Eimskip since 2004. He was the owner and<br />

manager of Sjöfn chemical company 2001-<br />

2004 and a senior manager of Samskip 1987-<br />

2000. Baldur graduated with an MBA from<br />

Reykjavík University in 2002.<br />

Gunnlaugur S. Gunnlaugsson<br />

Board Member<br />

Gunnlaugur S. Gunnlaugsson has been a Board<br />

member since 2002 and Chairman of the Board<br />

2004-<strong>2006</strong>, except for the period June-<br />

October 2005. Gunnlaugur was the Managing<br />

Director of the Representative Council of the<br />

Reykjavík Independence Party Associations<br />

1984-1988. He was the CEO of Faxamjöl<br />

1988-2000, and CEO of Iceland Genomics<br />

Corporation 2000-2004. He is also Board<br />

Chairman of TM Insurance, Ísfélag Vestmannaeyja<br />

(fish processing), Thormódur Rammi-<br />

Saeberg (fish processing), ÍV (investment<br />

company) and Lysi Ltd. In addition, he is<br />

Chairman of the Council of the <strong>Icelandic</strong><br />

National Broadcasting Service and a member<br />

of the board of ISP Investments. Gunnlaugur<br />

obtained a law degree from the University of<br />

Iceland in 1986.


Shareholders issues<br />

Our shareholders<br />

<strong>Icelandic</strong> <strong>Group</strong> is constantly aiming at increasing the shareholder<br />

value. It has set the course for further growth by taking the lead in the<br />

world’s seafood market. The growth process and new focus on<br />

product selection have resulted in substantial reorganisation<br />

throughout the organisation. The Company expects that these<br />

measures will soon become evident through enhanced operations.<br />

Our aim is to build a better company for our shareholders.<br />

Issues of shares<br />

A shareholders’ meeting of <strong>Icelandic</strong> <strong>Group</strong> Plc., held on 14 December<br />

2005, approved authorising the Board of Directors to increase the<br />

company’s share capital by up to 2,000,000,000 shares through the<br />

sale of new shares. The shareholders agreed to waive their preemptive<br />

rights to the increase in share capital, as provided for in<br />

Article 34 of the Act on Public Limited Companies, No. 2/1995. The<br />

offer price and sales rules are determined by the Board in accordance<br />

with Chapter V of the Act on Public Limited Companies, No. 2/1995.<br />

The authorisation may be utilised all at once or in parts, at the<br />

discretion of the Board. No restrictions may be placed on transactions<br />

with the new shares, which shall confer rights in the company from the<br />

date of listing and are subject to the company’s Articles of<br />

Association. Part of this authorised increase, 201,747,829 shares, was<br />

used to issue shares for Pickenpack’s shareholders, and 135,000,000<br />

shares was used to issue shares for Saltur’s shareholders. The<br />

remaining amount of the authorisation was 1,663,252,171 shares. The<br />

authorisation is valid until 14 December 2008.<br />

A shareholders’ meeting held 16 January 2007 approved the Board’s<br />

proposition regarding authorization to take on credit up to the<br />

amount of ISK 5.0 billion, with special conditions providing the<br />

creditor a right to convert his claim to shares in the company in<br />

accordance with Chapter VI of the Act on Public Limited Companies,<br />

No. 2/1995. The exchange rate shall be the weighed average sales<br />

price of shares in <strong>Icelandic</strong> <strong>Group</strong> hf. as listed in the OMX Nordic<br />

Exchange in Iceland during the period from 11 January to 15 January<br />

2007, calculated by the company’s auditors.<br />

The Board of Directors is authorized to increase the share capital by<br />

1,100,000,000 shares to fulfil the above-mentioned obligation. The<br />

shareholders’ priority right shall not apply to the increase, according<br />

to this authorization. The new shares shall grant rights in the company<br />

from the registration date of the increase.<br />

Shareholding summary<br />

Board member shares*<br />

Adalsteinn Helgason 19,603,718<br />

Baldur Gudnason 325,210,844<br />

Gunnlaugur S. Gunnlaugsson 463,362,547<br />

Jón Kristjánsson 762,520,269<br />

Magnús Thorsteinsson 529,726,493<br />

* Includes shares of financially related parties<br />

13


14<br />

Shareholders issues<br />

Market price of shares<br />

in <strong>Icelandic</strong> <strong>Group</strong><br />

Ten largest shareholders<br />

at 31 December <strong>2006</strong><br />

FAB 20.2%<br />

Fjárfestingarfélagid Grettir* 13.5%<br />

Blátjörn 12.9%<br />

ISP 12.3%<br />

Magnús Thorsteinsson* 10.8%<br />

Hf. Eimskipafélag Íslands 7.5%<br />

Straumur – Burdarás Investment bank 3.8%<br />

BOM fjárfestingar 3.7%<br />

KP fjárfestingarfélag 3.0%<br />

Landsbanki Luxembourg * 2.6%<br />

Total 10 largest 90.3%<br />

* According to shareholder’s register Landsbanki<br />

Luxembourg holds 22.6% of all shares as custodian<br />

bank. In the table the shareholdings have been<br />

relocated according to notifications to OMX Nordic<br />

Exchange in Iceland.<br />

Price of shares<br />

<strong>Icelandic</strong> <strong>Group</strong>’s shares were listed on the OMX Nordic Exchange in Iceland (then<br />

Iceland Stock Exchange) on 17 February 1998. The market value of <strong>Icelandic</strong> <strong>Group</strong> as<br />

of 31 December <strong>2006</strong> was € 233.1 million. The accompanying figure shows <strong>Icelandic</strong><br />

<strong>Group</strong>’s share price over the past 36 months.<br />

Market making<br />

<strong>Icelandic</strong> <strong>Group</strong> has concluded an agreement with Landsbanki and Glitnir Bank for<br />

market making in the company’s shares. The banks are each obliged to quote bid and<br />

ask prices for a minimum of 500,000 shares nominal par. The maximum total amount<br />

which each bank is obliged to trade each day is 5,000,000 shares. The bid and offer<br />

spread must not exceed 3% while the agreement is in force. The market-making<br />

agreement may be terminated by either party with one month’s notice.<br />

Major shareholders and relations to management<br />

The number of shareholders at year-end was 21,122. The number greatly increased<br />

early in the year as Straumur-Burdarás Investment Bank paid part of dividends to its<br />

shareholders in the form of shares in <strong>Icelandic</strong> <strong>Group</strong>.<br />

FAB GmbH owns 20.2% of <strong>Icelandic</strong> <strong>Group</strong>’s share capital, which it acquired as a result<br />

of <strong>Icelandic</strong> <strong>Group</strong>’s acquisition of Pickenpack. Finnbogi Baldvinsson, CEO of <strong>Icelandic</strong><br />

Europe, holds a predominant share in FAB GmbH. He also holds shares through Eldar<br />

ehf., registered owner of 0.7% of <strong>Icelandic</strong> <strong>Group</strong>’s shares.<br />

Blátjörn ehf. and Fjárfestingarfélagið Grettir ehf. own a total of 26.4% of <strong>Icelandic</strong><br />

<strong>Group</strong>’s share capital. These are investment companies owned by Sund ehf. and other<br />

investors. Jón Kristjánsson, one of the principal owners of Sund and Chairman of the<br />

Board of Sund, is Vice-Chairman of the Board of <strong>Icelandic</strong> <strong>Group</strong>. Páll Magnússon,<br />

Sund’s Managing Director, is an alternate director of <strong>Icelandic</strong> <strong>Group</strong>.


ISP ehf. is an investment company wholly owned by TM<br />

Insurance. Gunnlaugur S. Gunnlaugsson, Chairman of the Board<br />

of TM Insurance, is a Director of <strong>Icelandic</strong> <strong>Group</strong>.<br />

Magnús Thorsteinsson, Chairman of the Board of <strong>Icelandic</strong><br />

<strong>Group</strong>, owns 10.8% of <strong>Group</strong> shares; Hf. Eimskipafélag Íslands<br />

owns 7.5%, and Baldur Gudnason owns 3.7% of <strong>Icelandic</strong> <strong>Group</strong><br />

through BOM fjárfestingar ehf. Magnús Thorsteinsson is the<br />

Chairman of the Board and a major owner of Hf. Eimskipafélag<br />

Íslands. Baldur Gudnason is CEO of Eimskip and a Director of<br />

<strong>Icelandic</strong> <strong>Group</strong>.<br />

Dividends<br />

The Company’s <strong>Annual</strong> general meeting, held on 23 March <strong>2006</strong>,<br />

approved a motion that no dividends would be paid to<br />

shareholders on 2005 operations.<br />

<strong>Icelandic</strong> <strong>Group</strong> does not have a fixed policy concerning<br />

dividends. The company has grown rapidly with investments in<br />

other companies and aims at continuing to do so. While this<br />

strategy is followed, we can expect dividends to be moderate.<br />

The Board of Directors recommends that no dividends be paid in<br />

2007.<br />

Employee stock options<br />

<strong>Icelandic</strong> <strong>Group</strong> has no existing general stock option plans.<br />

In August 2004, the Company’s Board approved an increase of<br />

55 million shares, in accordance with an authorisation in the<br />

Company’s Articles of Association. The new share capital was<br />

Dividends 2002-2005<br />

Year Dividend as share Share<br />

of nominal amount Paid dividends (ISK) of profits<br />

2005 0% 0 0%<br />

2004 10% 145,262,127 20%<br />

2003 7% 104,591,154 21%<br />

2002 15% 223,978,934 36%<br />

Dividend payments for the operating years 2002-2004 were made in 2003-2005<br />

sold to 11 Managing Directors and the CEO at a share price of<br />

6.4, which was the market price at the time. In parallel to the<br />

sale, the company granted its Managing Directors put options for<br />

their shares at the same price plus financing costs. The Managing<br />

Directors are obliged to hold their shares for three years from the<br />

date of purchase, or until August 2007. At year-end <strong>2006</strong>, the<br />

remaining put option agreements included 15 million shares at a<br />

share price of 6.4.<br />

Compliance<br />

<strong>Icelandic</strong> <strong>Group</strong> employs strict rules on compliance, insider<br />

information and insider trading in accordance with regulations<br />

and rules by the Financial Supervisory Authority. For further<br />

information see page 45.<br />

Investor relations<br />

Financial results are issued quarterly, together with regulatory<br />

announcements, they are first published on the OMX Nordic<br />

Exchange in Iceland website: www.icex.is and on the company<br />

website: www.icelandic.is. In addition the website contains<br />

various additional items of information that can be valuable in<br />

becoming better acquainted with the Company and its<br />

operations.<br />

<strong>Icelandic</strong> <strong>Group</strong> has a policy of ensuring that the flow of<br />

information to shareholders and other investors contributes to<br />

the fair valuation of the Company. Do not hesitate to contact us<br />

for further information about shareholder and investor issues at:<br />

investor@icelandic.is.<br />

15


16<br />

Structure & organisation<br />

The <strong>Group</strong> in short<br />

Building on strong historical roots, <strong>Icelandic</strong> <strong>Group</strong> has<br />

developed, during the last few years, from having a product line<br />

limited to frozen fish, most of which came from Iceland, into an<br />

international seafood company able to offer its customers a<br />

selection of marine and aquaculture products from around the<br />

world.<br />

<strong>Icelandic</strong> <strong>Group</strong> Plc. is a holding and investment company,<br />

controlling an international network of production and marketing<br />

companies selling seafood products on international markets.<br />

The <strong>Group</strong>’s activities are carried out by its 33 subsidiaries,<br />

located in 12 countries.<br />

The role of the holding company is to formulate the <strong>Group</strong>’s<br />

strategy, supervise its subsidiaries, co-ordinate planning and<br />

budgeting and take decisions on investment in new companies.<br />

The holding company is responsible for supervising its<br />

subsidiaries’ operations. It co-ordinates various aspects of their<br />

activities, such as information disclosure, financing and<br />

publications, and provides various types of support. The holding<br />

company looks after relations with shareholders, investors and<br />

other market actors and is responsible for all information<br />

disclosure in this connection. The holding company has five<br />

employees.<br />

<strong>Icelandic</strong> USA<br />

USA<br />

OTO<br />

USA<br />

<strong>Icelandic</strong> Services<br />

Iceland<br />

VGI<br />

Iceland<br />

<strong>Icelandic</strong> Services<br />

Rotterdam<br />

<strong>Icelandic</strong> Europe – <strong>Icelandic</strong> USA & Asia<br />

At the end of October 2005, <strong>Icelandic</strong> <strong>Group</strong> announced<br />

restructuring measures. The main change was the division of the<br />

<strong>Group</strong>’s overseas operations into two units, <strong>Icelandic</strong> USA & Asia<br />

and <strong>Icelandic</strong> Europe. <strong>Icelandic</strong> USA & Asia took over operations<br />

in the US and Asia and related activities in Iceland.<br />

The reason for the structural change was that with the division of<br />

the Company into two principal sections gives a clearer picture of<br />

the Company’s operations. External growth will be easier as<br />

companies, for example, in Europe, often have limited interest in<br />

operations in America and vice versa.<br />

The Board of Directors envisages that there will be considerable<br />

consolidation of the processing and sale of seafood in the USA<br />

and in Europe. The number of companies will decrease, and the<br />

remaining companies will correspondingly grow in size. <strong>Icelandic</strong><br />

<strong>Group</strong> intends to become a leading company in this development.<br />

<strong>Icelandic</strong> <strong>Group</strong><br />

<strong>Icelandic</strong> USA / Asia <strong>Icelandic</strong> Europe<br />

Sjóvík<br />

Iceland<br />

<strong>Icelandic</strong> N-West<br />

USA<br />

Dalian Three Star<br />

China<br />

<strong>Icelandic</strong> China Trad.<br />

China<br />

<strong>Icelandic</strong> Asia<br />

S-Korea<br />

<strong>Icelandic</strong> Japan<br />

Japan<br />

Marinus<br />

Iceland<br />

<strong>Icelandic</strong><br />

Norway<br />

<strong>Icelandic</strong> Iberica<br />

Spain<br />

Ecomsa<br />

Spain<br />

<strong>Icelandic</strong> France<br />

France<br />

Jeka Fish<br />

Denmark<br />

Fiskval<br />

Iceland<br />

Pickenpack H&H<br />

Germany<br />

Pickenpack Gelmer<br />

France<br />

<strong>Icelandic</strong> <strong>Group</strong><br />

UK<br />

Seachill<br />

UK<br />

Coldwater Seafood<br />

UK<br />

<strong>Icelandic</strong> UK<br />

UK<br />

IFP Trading<br />

UK


Executive Board of <strong>Icelandic</strong> <strong>Group</strong><br />

Ellert Vigfússon<br />

CEO of <strong>Icelandic</strong> USA & Asia<br />

On 1 January <strong>2006</strong>, a four-member Executive Board of <strong>Icelandic</strong><br />

<strong>Group</strong> took over the day-to-day operation of the <strong>Group</strong>,<br />

reporting directly to the Board of Directors. The Executive Board<br />

is now composed of the following three members:<br />

Björgólfur Jóhannsson, CEO of <strong>Icelandic</strong> <strong>Group</strong><br />

Björgólfur Jóhannsson was engaged as CEO of <strong>Icelandic</strong> <strong>Group</strong> in<br />

March <strong>2006</strong>, after serving as the Company’s Managing Director<br />

of business development since January <strong>2006</strong>. Since 1999, he had<br />

been CEO of Síldarvinnslan hf., prior to which he was Managing<br />

Director of Samherji’s innovation and development division since<br />

1996. From 1992 to 1996 Björgólfur was CFO of Útgerðarfélag<br />

Akureyringa hf. and prior to that had worked since 1980 for<br />

Endurskoðun Sig. Stefánsson and Endurskoðun Akureyri hf. Since<br />

2003, Björgólfur Jóhannsson has been Chairman of the<br />

Federation of <strong>Icelandic</strong> Vessel Owners (LÍU). He graduated with a<br />

degree in business administration from the University of Iceland<br />

in 1983 and became a certified public accountant in 1985.<br />

Björgólfur Jóhannsson<br />

CEO Finnbogi Baldvinsson<br />

CEO of <strong>Icelandic</strong> Europe<br />

Ellert Vigfússon, CEO of <strong>Icelandic</strong> USA & Asia<br />

Ellert Vigfússon joined <strong>Icelandic</strong> <strong>Group</strong> when it merged with<br />

Blue Ice <strong>Group</strong> (Sjóvík) in May 2005. He serves concurrently<br />

as Managing Director of Blue Ice <strong>Group</strong>, which he established<br />

in 1996. Prior to that he had served, since 1992, in various<br />

capacities in connection with fisheries, including the<br />

harvesting and processing of sea urchins. He graduated from<br />

the State Police College in 1977 and worked for some time in<br />

law enforcement.<br />

Finnbogi Baldvinsson, CEO of <strong>Icelandic</strong> Europe<br />

Finnbogi Baldvinsson began working for <strong>Icelandic</strong> <strong>Group</strong> in<br />

<strong>2006</strong>. Finnbogi was Managing Director at Hussmann & Hahn<br />

since 2000 and at DFFU in Cuxhaven 1995-2000. He worked<br />

as a consultant for Framleidni and later as Managing Director<br />

at Strýta, Söltunarfélag Dalvíkur and Hradfrystihús<br />

Ólafsfjardar. He studied fisheries science at the University of<br />

Tromso, Norway 1983-1988.<br />

17


18<br />

Eating at home:<br />

Decision factors<br />

11<br />

34<br />

55<br />

Health<br />

Enjoyment<br />

Practicality<br />

21<br />

40<br />

39<br />

1995 2005<br />

Health<br />

BSE <strong>•</strong> Foot & mouth <strong>•</strong> Sudan1 <strong>•</strong> Child obesity<br />

Jamie Oliver <strong>•</strong> Bird flue <strong>•</strong> Supersize me<br />

Salt & sugar <strong>•</strong> Functional food <strong>•</strong> 5 a day<br />

Fruit for schools<br />

Enjoyment<br />

Organics/premium <strong>•</strong> Taste the difference<br />

Sharing <strong>•</strong> Café culture <strong>•</strong> Eating out<br />

Debet/credit <strong>•</strong> Treating<br />

Practicality<br />

Ready meals <strong>•</strong> Light meals <strong>•</strong> Snacking<br />

Budget <strong>•</strong> Microwave <strong>•</strong> Individual portions<br />

Quick to cook<br />

Food trends<br />

in major markets<br />

Eating out or at home<br />

In the USA restaurant and bar sales growth continues to exceed that of the grocery<br />

store sector, according to preliminary figures from the U.S. Census Bureau. Restaurant<br />

and bar sales grew at a robust 8.2 percent rate on a year-to-date basis through<br />

October <strong>2006</strong>. By contrast, grocery store sales advanced at a modest 4.1 percent rate<br />

during the same period.<br />

In the UK there have been significant changes in food consumption style. Eating out is<br />

declining as it is perceived as unhealthy at least for the fast food sector. Only fishbased<br />

products and fruits are showing growth in the category of eating out. Looking<br />

deeper into the market shows that while sit-in sales are declining (including burgers),<br />

sales of food to go are growing. On the whole the value of meals eaten out of house is<br />

growing at the same time as volume is declining, which indicates that people are<br />

looking for higher quality at higher prices.<br />

Taste, form and price are decisive factors distinguishing seafood consumption in the<br />

UK. There has been a slight decline in the volume of natural fish for the first time. This<br />

is due to steep increases in fish prices, especially for salmon in <strong>2006</strong>. The traditional<br />

breaded and battered products continue to decline, while shellfish and prawns/scampi<br />

are the strongest growing sectors in both frozen and chilled seafood. Main meals and<br />

ready meals are growing in both chilled and frozen form.<br />

In Germany an upwards mainstream trend towards conscious and healthy living and<br />

eating still stimulates Pickenpack’s H&H constant development of low-fat, healthier<br />

and more nutritious products. The company agenda for 2007 also includes ready meals<br />

based on organic fish and organic vegetables, to suit the conscious healthy life style.<br />

Furthermore, the product development department is working very hard at getting<br />

suitable products ready for presentation at the upcoming European Seafood<br />

Exhibition in Brussels in April. Besides new high-convenience products combined with<br />

specially developed packaging concepts, the focus will be on new trendy fish species.<br />

An enlarged assortment will be presented with natural fillets, but also with lightbreading<br />

systems, glazing and marinades. The aquaculture segment combined with<br />

certifications to ecological standards will also play an important role.<br />

Eating at home<br />

Looking broadly at markets, world panel surveys show some shift in the decision<br />

factors behind consumption at home. Although practicality is still an important factor<br />

behind the decision of what to consume, with a score 39%, a significant increase is<br />

evident for health issues, which score 21%, and enjoyment that scores 40%. While<br />

there is demand for convenience products, these must also take into consideration<br />

meal enjoyment and health consciousness as important issues.<br />

The graph demonstrates the change in trend and shows some cues as to what<br />

influences the trend or behaviour.


USA looking for convenience<br />

Aside from the taste of a product, convenience is the next most important attribute.<br />

The American tradition of 3 meals a day is now moving to 4 or 5 rushed meals that are<br />

“grab and go.” Many homes are dual-income so there is no one and no time to cook,<br />

and therefore single-appliance foods, i.e. microwave, are in demand. The young Gen<br />

“Y” view food experiences like a perfectly networked computer; they want food that<br />

tastes better, cooks faster, and costs less. They grew up eating out, in time-stressed<br />

households, and now eat out for the experience/social occasion, not just simply to eat.<br />

Seafood consumption continues to rise in the USA, and it is imperative to understand<br />

the complex set of emerging consumer trends, desires and dynamics to capitalize on<br />

this growth.<br />

The three major trends changing the U.S. consumer landscape are: aging population,<br />

growth of minority groups, and income stratification. Aging baby boomers have more<br />

disposable income to spend at restaurants, which is where seafood is eaten most. The<br />

growth of ethnic groups, particularly Asian and Hispanic, is excellent for seafood as it<br />

is an established part of both cultures’ daily menus. Opportunities for growth need to<br />

be exploited here. More good news is that consumers are looking for more balance<br />

between foods to indulge in and better-for-you foods like seafood. On the health<br />

front, terms like fresh, natural, functional, zero trans-fat and organic are growing in<br />

importance.<br />

Industry trends<br />

It is not surprising that consolidation is the key word in the seafood business as in<br />

most other businesses. Retail chains have become larger and increasingly international<br />

at the same time. The sourcing is more global than before, and increasing competition<br />

between retailers leads to higher pressure on price. Retail chains that are busy growing<br />

and competing in the marketplace with one another have less time and skill to<br />

specialize when it comes to the goods they offer. There is a demand for integrated<br />

solutions from their suppliers.<br />

There has been a similar trend amongst supply companies, albeit it has lagged<br />

somewhat behind. The suppliers have become larger, which has allowed them to grow<br />

not only in size but quality. Larger companies have an advantage when it comes to<br />

being able to offer constant quality, continuous product supply and higher service<br />

level. The companies are better prepared to engage in intensive product development<br />

and become a seafood specialist with the requested variety of items.<br />

<strong>Icelandic</strong> <strong>Group</strong> has taken an active part in the consolidation process and has become<br />

a seafood specialist for many of its customers.<br />

19


20<br />

Products<br />

Primary processing<br />

Primary processing determines product quality, whether it takes<br />

place in land-based plants or on board freezer vessels. Further<br />

processing must depend on primary quality. This fact has always<br />

been recognised by <strong>Icelandic</strong> <strong>Group</strong> whose specialists have<br />

guided processing plants and provided product and processing<br />

specifications in line with market requirements. ‘Cool, swift and<br />

adept’ may well be the defining words for processing in all<br />

companies working for the <strong>Icelandic</strong> <strong>Group</strong> worldwide.<br />

In recent years <strong>Icelandic</strong> <strong>Group</strong> has built up its own processing<br />

facility in China, focusing on the re-processing of whole frozen<br />

products from the North Pacific and the North Atlantic areas.<br />

Fish processing in Asia is increasing rapidly, with expertise from<br />

<strong>Icelandic</strong> <strong>Group</strong> playing a significant part in this development.<br />

Product specifications are issued by the <strong>Group</strong> and are required<br />

in all areas of processing.<br />

Frozen and fresh primary products, such as whole fillets and fillet<br />

portions, are marketed directly in food service and at retail, or<br />

they may be further processed into value-added convenience<br />

products for use in all major markets.<br />

Whatever the channels for primary products, there are no<br />

exceptions to the quality and safety standards of <strong>Icelandic</strong> <strong>Group</strong>.<br />

Value-added production<br />

<strong>Icelandic</strong> <strong>Group</strong> offers a very extensive range of products based<br />

on a wide variety of fish, shrimp and shellfish. Value addition<br />

often involves the breading or battering of fish, but it also means<br />

the preparation of whole ready meals and other convenience<br />

products.<br />

<strong>Icelandic</strong> USA focuses on frozen, value-added products for the<br />

food service market. Convenience and product quality are key<br />

concepts among chefs in restaurants and catering<br />

establishments, and the <strong>Group</strong>’s brands are very well known.<br />

Coldwater UK processes frozen and chilled convenience products,<br />

largely under private (customer) labels for the retail market. The<br />

chilled value-added seafood market is developing especially well<br />

in the UK.<br />

Pickenpack H&H and Pickenpack Gelmer chiefly produce shaped<br />

and coated frozen products for the retail market but also various<br />

products for the food service market. Products are sold under<br />

the <strong>Group</strong>’s brands but mainly under private labels of customers.<br />

Fresh, frozen and salted<br />

<strong>Icelandic</strong> <strong>Group</strong> offers a wide selection of seafood products from<br />

a large number of species, such as all major whitefish species,<br />

shrimp and other crustaceans, cephalopods and other molluscs.<br />

The processing of these products, as well as whether they are<br />

sold fresh or frozen, depends on the market and customer<br />

demands.<br />

In the food service sector, <strong>Icelandic</strong> <strong>Group</strong> focuses on frozen<br />

products sold to professional chefs in restaurants and catering<br />

establishments that recognise the quality of frozen fish products<br />

and appreciate the convenience of being able to use them as<br />

needed. In this sector <strong>Icelandic</strong> <strong>Group</strong> has emphasised its<br />

principal brand, ICELANDIC. The brand has an extremely strong<br />

position in the USA, on the basis of its quality image and<br />

performance for over 50 years. In recent years the brand has also<br />

achieved significant footholds in other markets. Samband of<br />

Iceland is another principal brand of the <strong>Group</strong>, well known in<br />

general distribution in the USA.<br />

<strong>Icelandic</strong> <strong>Group</strong> entered the marked for fresh or chilled seafood<br />

in 2002. Since then the <strong>Group</strong> has expanded in this field within<br />

the United Kingdom where Seachill is constantly growing their<br />

production of fresh fillets and portions, and Coldwater is now<br />

emphasising the development of ready meals. The latest addition<br />

also marks a new era for <strong>Icelandic</strong> <strong>Group</strong>. In <strong>2006</strong> it acquired<br />

Jeka Fish in Denmark, a company specialising in salted fish for<br />

the Mediterranean markets.<br />

Value-added 32%<br />

Fillets and other 68%<br />

Division of sales in <strong>2006</strong> by<br />

processing level. Value-added<br />

products were 32% of sales.<br />

Frozen 80%<br />

Fresh & chilled 20%<br />

Frozen products make up 80% of<br />

sales. Looking a few years back,<br />

fresh and chilled products were<br />

non-existent.


Retail 43%<br />

Food service 42%<br />

Industry and other 15%<br />

Division of sales <strong>2006</strong>.<br />

The retail and food service<br />

sectors are similar in size.<br />

Sales intended for industrial<br />

customers are decreasing.<br />

Markets and customers<br />

<strong>Icelandic</strong> <strong>Group</strong> subsidiaries are not only active in sales on their domestic markets but<br />

also in neighbouring countries. The value-added processing companies are in the<br />

United States, United Kingdom, France, Denmark and Germany, while the marketing<br />

and sales companies are in the USA, UK, France, Spain, Denmark, Japan, Canada and<br />

South Korea. Extensive primary processing takes place in China and Thailand as well as<br />

Iceland with sales to other concerns in the <strong>Group</strong>.<br />

<strong>Icelandic</strong> <strong>Group</strong> is active in sales to both the retail and food service sectors. In <strong>2006</strong><br />

43% of sales were destined for retail chains where the <strong>Group</strong> sells primarily under<br />

private label. In the UK and Germany the bulk of the <strong>Group</strong>’s business is based on<br />

production and sales for retail chains. Other <strong>Icelandic</strong> <strong>Group</strong> companies also provide<br />

various products for retail. Among significant customers are Tesco, Marks & Spencer,<br />

Carrefour, Wal-Mart/ASDA, Morrisons, Aldi, Rewe, Netto and Kaufland.<br />

Food service accounted for 42% of all sales in <strong>2006</strong>. The customers are typically<br />

distribution companies of all sizes that resell or distribute the products directly to<br />

restaurants, canteens and other food operators. <strong>Icelandic</strong> <strong>Group</strong> has emphasised the<br />

ICELANDIC brand in food service. The brand has an extremely strong position in the<br />

USA, on the basis of its quality image and performance for over 50 years.<br />

The brand has also gained a firm foothold in other markets of the <strong>Group</strong>. Samband of<br />

Iceland® is another principal brand of the <strong>Group</strong> in general distribution in USA.<br />

The third category is sales to industrial customers, such as other food processors or<br />

large wholesalers of seafood. Sales to this group amounted to 15% of all sales.<br />

Another way to look at markets is by geographical region. In <strong>2006</strong> the main market<br />

regions of <strong>Icelandic</strong> <strong>Group</strong> were the UK, which accounted for 30% of the <strong>Group</strong>’s total<br />

turnover, the USA 25%, Asia 14% and Continental Europe 31%.<br />

<strong>Group</strong> sales are quite dispersed by geographical regions and customer type. Some of<br />

the companies also have a few very large customers that they depend on at the same<br />

time as the customer depends on the constant deliveries from its supplier.<br />

Size % of <strong>Group</strong>’s Number of<br />

Class turnover customers<br />

< 1% 26% 5,795<br />

1-5% 22% 220<br />

5-10% 11% 34<br />

10-20% 10% 13<br />

> 20% 31% 6<br />

100% 6,068<br />

The table shows that six customers<br />

absorb over 20% of total sales in<br />

individual <strong>Group</strong> companies and for<br />

the <strong>Group</strong> as a whole they stand for<br />

31% of sales. 59% of sales are to<br />

customers that buy less than 10% of<br />

the respective company’s sales.<br />

21


22<br />

Product development<br />

<strong>Icelandic</strong> <strong>Group</strong> endeavours to maintain and strengthen its<br />

position as a trusted partner by making every effort to ensure<br />

that its products and services fulfil customer expectations.<br />

As a food producer the company heavily emphasises product<br />

quality. <strong>Icelandic</strong> <strong>Group</strong> defines itself as a leader in the seafood<br />

business regarding quality of products and services expected in<br />

the markets. The market constantly demands products that are<br />

innovative, of consistent high quality and convenient. At the<br />

same time there is an increasing emphasis on information about<br />

the origin of the seafood. The company’s employees have<br />

knowledge spanning the entire spectrum from fishing and basic<br />

processing to further processing of finished products and readyto-serve<br />

meals and their sale to customers. This makes <strong>Icelandic</strong><br />

<strong>Group</strong> unique.<br />

Markets differ<br />

In the USA, product development focuses chiefly on products<br />

sold under <strong>Icelandic</strong> <strong>Group</strong>’s own trademarks to restaurants that<br />

cook in their kitchens. Market developments are monitored to<br />

assess what products are most suitable for customers. There are<br />

hundreds of types of products, and renewal is frequent. Sales to<br />

retail chains have been increasing in North America, and in these<br />

instances product development is carried out in partnership with<br />

the client.<br />

In the UK, the principal emphasis is on the retail market. This<br />

means co-operation between the development and market<br />

divisions of the retailers on the one hand, and <strong>Icelandic</strong> <strong>Group</strong><br />

companies on the other. <strong>Group</strong>s of specialists in various fields<br />

meet and compare notes. There is extensive product<br />

development in chilled products, where the entire process is very<br />

rapid and the product lifetime short, making the need for<br />

innovation greater.<br />

In Germany and in the new processing plant in France,<br />

development centres on frozen products. The majority of<br />

production is sold under retailers’ own brands, although the<br />

<strong>Group</strong> does use its own trademarks. Products are of various<br />

types, fish sticks and shaped products, adapted to market tastes.<br />

There is considerable product development, with major emphasis<br />

placed on consultation with customers.<br />

Three main areas<br />

In Asia, headed and gutted fish is processed into various<br />

products, usually fillets and fillet pieces. These products are<br />

suitable for both further processing and direct sale. Product<br />

development in this case involves achieving the highest<br />

consistent quality possible, and also adapting products to<br />

customers’ needs and maximising raw material utilisation.<br />

Sales and marketing companies do not themselves manufacture<br />

products, but resell others’ production according to the<br />

instructions of primary producers or special contractors. Product<br />

development in these companies aims at offering products<br />

suiting the relevant markets and customers.<br />

Manufacturing companies receive seafood from primary<br />

processors, transform them and manufacture products ready to<br />

cook or serve. The Company’s plants on both sides of the Atlantic<br />

produce goods which are breaded, dipped in batter, or combined<br />

with sauces, fillings and vegetables. The outcome can be<br />

anything from a raw product for restaurant kitchens to a<br />

complete meal, ready to serve.<br />

Product development<br />

200<br />

160<br />

120<br />

80<br />

40<br />

0<br />

Re-enginered<br />

production<br />

New product<br />

development<br />

A total of 300 products were developed by<br />

the <strong>Group</strong> in <strong>2006</strong>


Trademarks<br />

<strong>Icelandic</strong> <strong>Group</strong> has for a long time emphasised its own<br />

trademark, ICELANDIC, in restaurant services on all markets. This<br />

is the <strong>Group</strong>’s leading trademark. The brand has a very strong<br />

position in the USA, where it has been developed over several<br />

decades. The trademark has also gained a foothold on the<br />

<strong>Group</strong>’s other markets, such as in the UK, France, Spain, Germany<br />

and Japan. Another of the principal trademarks in general use in<br />

the USA is SAMBAND OF ICELAND.<br />

The trademark ICELANDIC represents consistent product quality,<br />

sales and service to customers. The trademark stands for a<br />

variety of seafood of the highest quality in each product class on<br />

the various markets. The trademark may represent products of<br />

varying origin but is only used for goods produced in accordance<br />

with <strong>Icelandic</strong> <strong>Group</strong>’s quality and environmental standards.<br />

<strong>Icelandic</strong> <strong>Group</strong> has compiled its own quality standards for<br />

handling raw material, which it has its producers follow. It should<br />

be clear to the buyer what sort of products will be delivered<br />

when purchasing goods with the ICELANDIC trademark.<br />

In addition to ICELANDIC, the trademark SEA STAR has been<br />

used for products complying with standards other than those<br />

applying to the ICELANDIC trademark. The MARKET BAY<br />

trademark is used for products sold at retail in the USA which are<br />

not packaged as customers’ in-house brands. The BLUE ICE<br />

trademark has been used on products manufactured in the Far<br />

East and on retail products in Scandinavia. These products go<br />

mainly to large buyers or producers.<br />

ICELANDIC, SEA STAR and MARKET BAY are registered and<br />

protected trademarks in the USA, while in Europe and elsewhere,<br />

the name <strong>Icelandic</strong> is not protected, although the design of the<br />

trademark is. The countries involved are: Austria, the Benelux<br />

countries, the UK, Denmark, Estonia, Finland, France, Greece,<br />

Ireland, Italy, Japan, China, South Korea, Latvia, Lithuania,<br />

Norway, Portugal, Poland, Spain, Switzerland, Sweden and<br />

Germany. SAMBAND OF ICELAND is a registered trademark in<br />

North America.<br />

PICKENPACK is a registered trademark in the EU. Following the<br />

merger of Pickenpack and Hussmann & Hahn in 2004, the<br />

trademark PICKENPACK HUSSMANN & HAHN was also<br />

registered. The Pickenpack trademarks represent a long history<br />

and tradition of quality – ever since 1906. Pickenpack is well<br />

known in Europe for excellent product quality, first-class raw<br />

material and the ability to adapt its production to conform to the<br />

needs and tastes of individual markets. This has made Pickenpack<br />

one of the most important producers of retailers’ in-house<br />

brands.<br />

On the retail market, <strong>Icelandic</strong> <strong>Group</strong> produces and sells its<br />

products primarily under the trademarks of the retail chains. In<br />

the UK and Germany, <strong>Icelandic</strong> <strong>Group</strong> bases its operations to a<br />

major extent on sales to retailers. On most other markets,<br />

<strong>Icelandic</strong> <strong>Group</strong> companies also provide retailers with a variety of<br />

products. Among its major retail customers are Tesco, M&S,<br />

Carrefour, WalMart/ASDA, Morrisons, Aldi, Rewe, Netto and<br />

Kaufland.<br />

The acquisition of Saltur in Denmark added to <strong>Icelandic</strong> <strong>Group</strong>’s<br />

trademark collection. Jeka Fish’s products are sold under the<br />

trademarks JEKA FISH and ATLANTIC COD. JEKA FISH is the<br />

leading trademark for salt cod on the Italian market, known for<br />

its consistent high quality, reliable delivery and competitive price.<br />

JEKA FISH is also known on saltfish markets as a leading<br />

trademark for fish produced from frozen-thawed raw materials.<br />

Jeka Fish’s subsidiary, Atlantic Cod, produces under the<br />

trademark ATLANTIC COD.<br />

<strong>Group</strong> brands 44%<br />

Customer brands 56%<br />

<strong>Group</strong> brands account for 44% of<br />

sales, mostly to food service<br />

companies. Customers’ own<br />

brands stand for 56%; these are<br />

mostly retail customers.<br />

23 23


<strong>Icelandic</strong> Europe<br />

<strong>Icelandic</strong> Europe embraces the operations of all companies in Europe with the<br />

exception of the sourcing and service companies Marinus, <strong>Icelandic</strong> Norway, <strong>Icelandic</strong><br />

Services and <strong>Icelandic</strong> Services Rotterdam. Fiskval, the primary producer in Iceland<br />

that sources into <strong>Group</strong> companies, belongs to <strong>Icelandic</strong> Europe. The CEO of <strong>Icelandic</strong><br />

Europe is Finnbogi A. Baldvinsson.<br />

United Kingdom<br />

Coldwater Seafood<br />

Coldwater Seafood completed a Strategic Review of its operations in the UK in <strong>2006</strong>,<br />

following disappointing results in 2005. The Company published its strategy late in<br />

<strong>2006</strong>: To Become the UK’s leading producer of chilled and frozen ready meals. To<br />

realise this strategy, the following actions have been put in place.<br />

To deliver the focus on ready meals and chilled fish, capacity has to be released in<br />

Grimsby. This is achieved by transferring the majority of frozen production to France,<br />

which will deliver space for increased investment and consolidation at the Grimsby site.<br />

Coldwater will then move on to developing centres of excellence in its manufacturing<br />

strategy by specialising in ready meals and chilled fish at two separate locations. The<br />

facility at Redditch will continue to be dedicated to a major UK retailer.<br />

The retailer strategy will remain as it was in 2005, with Coldwater continuing to service<br />

the UK retail market; the business will supply food service products via an arrangement<br />

with one of its sister companies in the UK. The senior team was reorganised in <strong>2006</strong><br />

and new members recruited, so the company is now positioned to deliver significant<br />

improvement in 2007.<br />

Sales fell by 3% in <strong>2006</strong>. This was as a direct result of customer re-organisation that<br />

was agreed following the acquisition and consolidation of the Cavaghan and Gray<br />

business. Like for like sales of existing customers grew by over 6%.<br />

EBITDA fell year on year, largely impacted by the accelerated fish prices in the industry<br />

and also difficulties encountered during integration of the Cavaghan and Gray<br />

business. All of this was not recovered through price inflation as there continues to be<br />

retail resistance to increasing prices across the market place. In reality, if the inflation<br />

experienced across the fish sector in the last two years were fully passed on, this would<br />

probably seriously damage the long-term potential of the business.<br />

The company incurred significant re-organisation costs in <strong>2006</strong>, amounting to nearly<br />

£1 million.<br />

The growing awareness of healthy eating continues to impacted the market in the UK<br />

for seafood products. With the current focus on low-salt and low-fat along with a<br />

growing move towards additive-free products, the growth opportunities for fish in this<br />

climate are very positive.<br />

<strong>Icelandic</strong> <strong>Group</strong> UK<br />

- turnover in million GBP<br />

Coldwater Seafood UK<br />

- turnover in million GBP<br />

25


26<br />

<strong>Icelandic</strong> Europe<br />

Seachill<br />

The turnover of total chilled fish has grown by 5%, but the<br />

volume in the market has declined by 2.2%. Seachill has grown<br />

by 25% in turnover and 10% in volume, beating the market.<br />

Seachill achieved an average weekly output of 350 tons of<br />

finished product per week.<br />

A lot of this growth has been driven by long-term offers on<br />

salmon, and this growth was curtailed towards the end of the<br />

year due to raw material inflation. Seachill was protected to a<br />

large extent by having contracts in place for a high proportion of<br />

their salmon purchases. During <strong>2006</strong> there was increased<br />

consolidation of the supply base due to the acquisition of Marine<br />

Harvest by the Panfish <strong>Group</strong>. This is hopefully the final stage in<br />

what has been a long period of consolidation within the industry.<br />

White fish has also been difficult with double-digit inflation.<br />

Sustainability has been high on the agenda in this sector, with<br />

increasing pressure from the retail sector. This has led to changes<br />

favouring sustainable sources. The market for line-caught<br />

material increased both fresh and frozen categories due to the<br />

perceived sustainability benefits. In recent years due to the<br />

demand for service level and commerciality, demand has<br />

increased in the retail sector for ‘refreshed’ products in the<br />

chilled section; this trend is now reversing, accelerated by the<br />

high inflation of frozen raw material prices relative to fresh,<br />

driven by demand from the Far East.<br />

New product development has been restricted to process<br />

development rather than added value. Seachill has invested in<br />

new technology delivering yield benefits in a number of areas as<br />

well as updating packaging technology in an attempt to mitigate<br />

some raw material inflation.<br />

Customer awareness regarding the wholesomeness of food has<br />

heightened this year, with increased sales of organic products. In<br />

fish sales, this was largely led by organic salmon, where Seachill<br />

have seen their sales increase by 73% in volume terms.<br />

The retail market is currently being driven by margin rather than<br />

volume; this will hopefully change during 2007. Multi-sourcing<br />

for competitive advantage continues to be a challenge. Farmed<br />

cod specifically will most likely increase in acceptability in the<br />

next few years as the wild-caught cod continues to suffer from<br />

poor environmental credentials. Sustainability will continue to be<br />

key, and this issue has to be addressed going forward in order to<br />

protect market share.<br />

<strong>Icelandic</strong> UK<br />

The UK foodservice market for seafood remained relatively stable<br />

in <strong>2006</strong> despite price increases on most species. Sea-frozen cod<br />

fillets saw an average increase in price of almost 20%, compared<br />

with 2005. This was mostly due to less supplies overall, mainly<br />

noticeable through better control of illegal fishing. Although the<br />

UK market strongly favours cod and haddock as the main species<br />

for consumption, market players are starting to take to other<br />

cheaper alternatives, thereby helping to recoup some of their<br />

falling margins. This is noticed even in the biggest market sector<br />

in food service, “Fish and Chips”. Cold- and warm water prawns<br />

continue to feature highly in IUK’s sales but the market showed<br />

an increase in demand on the warm water front but somewhat<br />

reduced consumption in coldwater prawns.<br />

<strong>Icelandic</strong> UK managed to improve its results over 2005, but many<br />

challenges lie ahead for 2007. By the end of <strong>2006</strong> the company<br />

moved to Grimsby and will, as well as continuing with existing<br />

trade, take on new tasks in selling more value-added products<br />

into the UK food service market. To manage that task well, the<br />

company’s sales force has been strengthened.<br />

Seachill - turnover in million GBP <strong>Icelandic</strong> UK - turnover in million GBP


Germany<br />

German consumers are eating more fish. The average per capita<br />

consumption increased from 13.8 to 14.8 kg, and a further<br />

increase to 15 kg in 2007 can be assumed. This may be partly due<br />

to the many food scandals, such as BSE, swine fever, avian flu, or<br />

just due to the stimulation of demand by the variety and quality<br />

of seafood products. It is becoming more and more apparent that<br />

consumers are looking for added value fish products. Seafood is<br />

mainly sold as deep frozen product, namely via hard discounts<br />

(49% in quantity) and supermarkets (36% in quantity).<br />

Pickenpack Hussmann & Hahn Seafood GmbH is involved in the<br />

production and sale of deep-frozen fish and caviar. The main<br />

products are still fish fingers, both breaded and batter dipped,<br />

and products with toppings, where the market share is 26% in<br />

Germany.<br />

Total production of finished goods in <strong>2006</strong> was about 64,000<br />

tons, a little less than planned. The reason was the market<br />

situation being coloured by a warm summer and raw material<br />

prices increasing, which led to temporarily reduced volumes. The<br />

price of the main raw material, Alaska pollock, increased by 10%,<br />

and alternative raw materials were hardly available. Due to<br />

aggressive offers in the competitive market, the additional cost<br />

was not fully absorbed in the product’s price.<br />

In 2007, growth in Germany is essentially expected from the<br />

launch of new products. In <strong>2006</strong> Pickenpack H&H succeeded in<br />

establishing the product range “Fine Food” on the German<br />

market (produced by Coldwater Seafood, UK). There will also be<br />

an increase of volume due to the transfer of production from<br />

Pickenpack Gelmer and Coldwater and the full-year effect of the<br />

trading department (formerly <strong>Icelandic</strong> Germany), which was<br />

totally integrated into Pickenpack H&H in <strong>2006</strong>. After some<br />

difficult months in the beginning, the company succeeded in<br />

providing a basis for further business. Due to good cooperation<br />

with its big retail trade partners in Germany, Pickenpack H&H will<br />

continue to gain ground in this business segment as well.<br />

The export activities of Pickenpack H&H amounted to € 58<br />

million, a share of 32.5% of the entire company turnover.<br />

Compared with 2005, the export team achieved an increase<br />

of 3.5%.<br />

The UK’s fish and seafood industry is enjoying strong growth,<br />

benefiting from the consumer’s focus on healthy eating and<br />

convenience. Fish grows in popularity and goes head-to-head with<br />

red meat. Fish is a firm favourite, but traditional choices still<br />

dominate.<br />

A drop in supply and a significant increase in the price of cod, the<br />

most popular species of whitefish in the UK, prompted a proposed<br />

switch to Alaskan Pollock. New product ideas and necessary<br />

innovations (like the steam concept) will make the UK a major<br />

potential market also in 2007.<br />

In France Pickenpack H&H sells to all the major retailers as well as<br />

to almost all discounters. In <strong>2006</strong> there was an 8% increase in<br />

turnover, with a decrease in volume of 1.5%. Necessary price<br />

increases were already achieved in the first half of <strong>2006</strong> and were<br />

continued in the second half to show a positive effect in 2007.<br />

In spite of a difficult market situation in the Netherlands,<br />

Pickenpack H&H was able to keep all its customers while achieving<br />

the same volume as in <strong>2006</strong>, but with a decrease of 17% in<br />

turnover.<br />

In Italy, Pickenpack H&H saw an increase of 11% in volume and<br />

31% in turnover. The big sellers in the frozen fish sector are the<br />

basic lines, such as fish fingers (mainly minced material), breaded<br />

portions and cotolette di mare.<br />

At the end of <strong>2006</strong>, and based on rocketing raw material prices,<br />

Pickenpack H&H succeeded in increasing sales prices. Due to the<br />

lack of fish material, high prices as well as higher costs of energy<br />

and packaging material, the company will be obliged to continue<br />

along that route in 2007.<br />

27


France<br />

The seafood market in France was a dynamic one in <strong>2006</strong>, characterised by increasing<br />

demand, price increases and growing scarcity of some raw materials. <strong>Icelandic</strong> France<br />

was able to source the raw materials in demand or substitute other species. Elaborated<br />

products, such as ready meals, showed good growth in the marketplace in general.<br />

The operational results in <strong>2006</strong> were unsatisfactory and far below plan for a number<br />

of reasons. Turnover is being reduced from the year before as a result of refocusing<br />

the efforts on special, strategic products and customers. At the same time, measures<br />

were taken to reduce stock levels, reform stock management and improve the margin<br />

of low-yielding products. Company overheads are being attacked by merging the<br />

offices in Paris, Evry and Marseille and reducing staff. It is estimated that the full<br />

results of the measures taken will be evident in the second quarter of 2007.<br />

Pickenpack Gelmer entered the group at the beginning of September <strong>2006</strong>. The<br />

former frozen Division of Delpierre was the leader on the French private label market.<br />

The position of <strong>Icelandic</strong> <strong>Group</strong> is now strong on the market, with the combined force<br />

of Pickenpack Gelmer, <strong>Icelandic</strong> France and Pickenpack H&H. The main market sectors<br />

for the company are retail, including home service, and freezer centres and the food<br />

service market. Retail and home service account for about 50% of the turnover and<br />

food service for about 30%; other markets, including export from France, generate<br />

about 20% of the turnover.<br />

During the first four months of Pickenpack Gelmer’s operation, the main focus was on<br />

increasing sales prices to compensate for increased raw material prices as well as on<br />

the transfer of production from the Coldwater plant in Grimsby to the factory in<br />

Wimille. A total of 10,000 tons of production will be transferred. The start-up of UK<br />

production in France will be finished during the first quarter of 2007. After this<br />

transfer the UK market will be as important for Pickenpack Gelmer as the French<br />

market is today.<br />

<strong>Icelandic</strong> Europe<br />

<strong>Icelandic</strong> France - turnover in million EUR<br />

29


30<br />

<strong>Icelandic</strong> Iberica - turnover in million EUR<br />

Spain<br />

The year <strong>2006</strong> was favourable for <strong>Icelandic</strong> <strong>Group</strong> in Spain. Sales surpassed 19,000<br />

tons, and the total turnover of <strong>Icelandic</strong> Iberica and its subsidiary Ecomsa amounted to<br />

€ 91.7 million, representing 6% internal growth from 2005.<br />

<strong>Icelandic</strong> Iberica has a strong position on the Mediterranean food service market.<br />

The main market is Spain, but sales to Italy, Portugal, and Greece are significant. The<br />

company has a staff of 120 and operates sales offices and/or production/distribution<br />

outlets in Barcelona, Malaga, Seville, Madrid, Vigo, Valencia and Genoa, Italy.<br />

It has a large customer base of about 800 that are specialized in distribution to<br />

restaurants and hotels. <strong>Icelandic</strong> Iberica S.A. is the market leader in sales of light<br />

salted cod products from Iceland and very well known for its ICELANDIC brand quality<br />

products.<br />

In recent years the company has increased its product range to include seafood from<br />

all over the world. Today, approximately 50% of the company’s purchases come from<br />

the North Atlantic, and the other half comes from such distant seafood sources as<br />

South America, Oceania, Asia and Africa. This is necessary to be able to meet<br />

customer demand, regarding not only product quality but also supply stability for the<br />

current product range and new product development.<br />

In <strong>2006</strong> <strong>Icelandic</strong> Iberica launched several new products, such as light salted saithe<br />

fillets and portions from the North Atlantic, green shell mussels from New Zealand and<br />

warm-water shrimp from Ecuador.<br />

In general, the supply of seafood was short in <strong>2006</strong>, and the prices of many important<br />

species increased steeply. <strong>Icelandic</strong> Iberica has excellent relationships with its key<br />

suppliers in Iceland, and it enjoyed an 18% increase in the supply volume from Iceland.<br />

Ecomsa is a subsidiary of <strong>Icelandic</strong> Iberica. The company is located in Malaga and<br />

operates in the region of Andalusia, which is the most populated region in Spain.<br />

Ecomsa is specialized in seafood distribution to hotels and restaurants in the tourist<br />

area of the Costa del Sol. The main operation is located in the city of Malaga where<br />

the company has its central cold store and packing facilities. The company operates its<br />

own fleet of trucks, serving more than 2,000 customers. The main products of Ecomsa<br />

are white fish, such as kingklip and cod, cephalopods, such as squid and cuttlefish,<br />

and crustaceans, such as warm-water shrimp, lobsters and scampi.


Denmark<br />

<strong>Icelandic</strong> Scandinavia ApS is a holding company covering the Danish operations that in<br />

<strong>2006</strong> consisted of Jeka Fish AS. Jeka Fish specialises in the production of salted<br />

products, mainly wet-salted cod fillets, and the main markets are in Southern Europe,<br />

with Italy being the most important market.<br />

Jeka Fish has been the single largest producer of wet-salted cod fillets in the world for<br />

the last decade. The consumption of salted fish is based on an old tradition. The<br />

overall market size is rather stable. The majority of the products is still traditional, but<br />

they are slowly being adjusted to the demand for more convenience, which can be an<br />

opportunity to increase consumption. The markets are rather fragmented, and Jeka’s<br />

customers are importers that add value to the fillets by further processing and/or<br />

distribution.<br />

Jeka Fish’s production of chilled cod increased substantially in <strong>2006</strong>. It counted for<br />

17% of the turnover in <strong>2006</strong>, after being zero in 2004. The main markets are in<br />

Central and Northern Europe. This part of operations is expected to continue to grow.<br />

Jeka Fish imports all raw materials for processing, the majority from the Pacific Ocean<br />

and the rest from the Barents Sea. Raw material markets for whole white fish are<br />

becoming more and more global. The overall supply is less, while demand has remained<br />

strong. This has resulted in increased prices. The processing business is consolidating,<br />

resulting in fewer but stronger competitors. For Jeka Fish it is important to adjust<br />

operations accordingly.<br />

<strong>2006</strong> was a year of change for Jeka Fish. <strong>Icelandic</strong> <strong>Group</strong> acquired the company on 1<br />

April, and at the same time, Jeka Fish finalised its acquisition of Atlantic Cod, one of<br />

its main competitors. The process of merging with Atlantic Cod took a lot of effort in<br />

<strong>2006</strong>, but it was an important step for the future as the company is now in a better<br />

position to further develop operations. The Atlantic Cod factory is located just across<br />

the road (40 meters), and the main focus has been on rationalising the operations in<br />

the merged company. This will still be one of the main issues in operations in 2007,<br />

which will better ensure the Company’s future competitiveness.<br />

The results of the operations in <strong>2006</strong> were in line with plan, which is an achievement<br />

in itself, taking into account the trend of raw material prices as well as the merger<br />

process. The environment in 2007 seems to be similar to that in <strong>2006</strong>. Raw material<br />

prices are still extremely high. The turnover of Jeka Fish is expected to grow, and the<br />

operational results are expected to be similar to those in <strong>2006</strong>.<br />

<strong>Icelandic</strong> Europe<br />

31<br />

31


<strong>Icelandic</strong> USA & Asia<br />

<strong>Icelandic</strong> USA & Asia is the other main arm of <strong>Icelandic</strong> <strong>Group</strong>. As the name suggests,<br />

it covers all operations in North America and Asia. In addition, <strong>Icelandic</strong> Norway, and<br />

Marinus in Iceland belong to the arm, mostly due to strong sourcing ties. The CEO of<br />

<strong>Icelandic</strong> USA & Asia is Ellert Vigfússon.<br />

North America<br />

Record-breaking and continuing raw material price increases, short supply and a weak<br />

US dollar were the biggest challenges for the North American operations in <strong>2006</strong>.<br />

That plus merger-related activities and restructuring of Ocean to Ocean resulted in<br />

disappointing results for <strong>Icelandic</strong> USA <strong>Group</strong>. The first quarter was on budget in terms<br />

of sales and margins. The second quarter proved to be the most difficult for the<br />

Ground Fish operations, as sales traditionally slow down after Lent, and the Company<br />

was burdened with an unusual cost structure as products were being shipped out of<br />

three locations (Cambridge, Everett and Newport News). Inventory had to be trucked<br />

at added cost to all locations to keep customers supplied. This was done while a new<br />

distribution centre was being built in Newport News. At the end of June, <strong>Icelandic</strong><br />

sold its Everett freezer facility and opened a new distribution centre in Newport News.<br />

This new facility is 140,000 square feet with 22,000 pallet locations. The new<br />

distribution centre operates 7 days a week, 24 hours a day. For the year, sales and<br />

margins for ground fish were on plan, but cost-related to merger activities, like<br />

warehouse consolidation, was greatly higher than planned.<br />

Ocean to Ocean’s results for <strong>2006</strong> were disappointing as the shrimp industry struggled<br />

to make the needed margins. The board of directors decided in March that further<br />

restructuring was needed, and as a result the manpower for US operations was cut in<br />

half and moved into a smaller office space in Virginia Beach. In June the CEO of OTO<br />

stepped down, and all management was moved under Canadian management out of<br />

the Montreal office. The focus was on cutting costs and lowering inventory. The new<br />

management of OTO made great strides in that direction, but more work is being done<br />

to change this operation from a commodity to a value-added orientation, where<br />

margins are higher, and Ocean to Ocean’s profitability will therefore increase.<br />

With the cost of raw materials increasing and no relief in sight, it was clear that the<br />

ground fish business of <strong>Icelandic</strong> USA, Inc., with its cost structure, could not produce<br />

the expected returns. It was clear that the cost structure of the Cambridge plant was<br />

vastly different from the Newport News plant, and tremendous investments were<br />

needed to get the aging plant up to standard. The Board of Directors therefore<br />

approved moving all Cambridge’s production to Newport News and closing the<br />

Cambridge plant in 2007. In December negotiations were started with the local union<br />

and other employees, which ended in a settlement on 15 December <strong>2006</strong>. The plan is<br />

<strong>Icelandic</strong> USA - turnover in million USD<br />

33


34<br />

<strong>Icelandic</strong> USA & Asia<br />

to run both plants through the first quarter of 2007. In April the<br />

Cambridge plant will shut down all but one line that will remain<br />

open to fulfil a contract obligation. All operations will be closed<br />

at the end of December 2007.<br />

The focus in 2007 will be on selling only items that will enable<br />

the company to achieve the needed margins. It will relinquish<br />

some low-margin accounts to accommodate all of the quantity<br />

that will come to Newport News after the closing of Cambridge.<br />

Thus 2007 will not be a year of extravagant new product<br />

launches but rather a year to ”right size” the product offerings<br />

and “right size” the customer base.<br />

The company did not have the proper inventory of finished<br />

goods nor fillets going into Lent <strong>2006</strong>, and sales suffered as a<br />

result. This year a finished goods inventory has been built up,<br />

and there are very decent inventories of fillets from around the<br />

globe. This will help with the year over year sales comparison.<br />

Better topline sales are expected and, more importantly, better<br />

margins from the Foodservice Distribution department. That<br />

trend will likely continue as well, and the strength of the biggest<br />

business unit, namely Foodservice Distribution, will be regained.<br />

National Accounts, the second biggest business unit, grew their<br />

business by 12% over 2005. Some key new accounts will be<br />

added for 2007, most notably Red Robin, with over $ 5 million in<br />

Asia<br />

<strong>2006</strong> took off with huge price increases for raw material. It took<br />

some time to pass the increases through to the customers,<br />

resulting in margin cuts until this could be levelled out late in the<br />

year.<br />

The markets in Asia were fairly stable in terms of species, and no<br />

drastic changes are expected. Due to the best part of Asian sales<br />

being headed and gutted raw material, the price increases went<br />

straight through to the customers. However, the Company<br />

intentionally reduced its trading activities in Asia due to the low<br />

margins and high raw material prices. Primary processing<br />

increased regarding both quantity and species, and this is where<br />

growth along with value-added processing is expected.<br />

In terms of sales and margins Asia was in line with budgets.<br />

sales expected, and few accounts have been surrendered due<br />

to pricing.<br />

As for retail, there was 8% growth in <strong>2006</strong>, and for double<br />

digits are forecast for 2007. There was a breakthrough year<br />

with Costco Club Stores, where five new items were placed<br />

into all stores, with expectations for good business in 2007,<br />

and ALDI continues to develop as one of the top accounts in<br />

the entire company.<br />

A Sales and Marketing agreement with Marlees scallops was<br />

entered into that will produce $ 16 million in topline revenues.<br />

The 2007 operations will be dramatically improved over the<br />

last two years as most of the merger-related activities are past.<br />

Estimated sales for ground fish are $ 360 million and shrimp<br />

sales for Ocean to Ocean are estimated to be $ 111 million, for<br />

a total of just over $ 470 million.<br />

The North American industry is consolidating through mergers<br />

and acquisitions, and this is expected to be the trend in the<br />

coming months and years. After a costly merger between<br />

<strong>Icelandic</strong> USA and former Samband of Iceland Corporation,<br />

<strong>Icelandic</strong> USA Inc. is in a strong position, with a strong brand<br />

name, to move forward in the coming years as a leading<br />

company in its sector, providing value to its customers and<br />

shareholders.<br />

The formal opening of an extension to the Three Star factory in<br />

Dalian, China was an important event for the Company. The<br />

factory was acquired in 2005 to put new technology in place<br />

and increase the value-added processing. Another important<br />

fact going forward is that there is full control of the factory<br />

and how it operates. There is control of how and when new<br />

technology is installed, and it will be possible to put more<br />

effort into research and development and to dedicate<br />

processing lines to valued customers.<br />

The factory will employ about 1,000 workers and process<br />

annually up to 15,000 tons of finished products. This will save<br />

costs as processing in China will be more consolidated. It will<br />

also be easier to enter the Chinese domestic market with valueadded<br />

products.


For the last two years the <strong>Group</strong> has been developing a retail line with the Blue Ice<br />

brand in the Scandinavian market in cooperation with the company Andreasen Sales.<br />

Last year this project took a huge leap, and the quantity increased considerably. This<br />

trend is likely to continue in 2007.<br />

The outlook is for growth in primary processing in Asia in the years to come, and the<br />

production of value-added products is also expected to increase considerably in 2007<br />

and onwards. Over the next five years, the sales growth in Asia is expected to be<br />

around 6-7% annually.<br />

Japan<br />

The sales were influenced by lower volumes of capelin products from Iceland due to a<br />

poor season in general. This was met with an increase in the sales of redfish and<br />

Greenland halibut. In total sales grew by 3% even though the market situation was<br />

not very favourable, with price increases high enough to affect demand. This situation<br />

also affected the operational results, which were below plan.<br />

The company has entered new market segments, with accompanying expenses and<br />

lower margins. Traditionally, <strong>Icelandic</strong> Japan has sold its products for further<br />

processing in the Asian countries. Lately, the emphasis has shifted somewhat towards<br />

increased production and sale of processed seafood, mainly for the food service<br />

sector. Nonetheless, the traditional products, such as headed redfish, Greenland<br />

halibut and whole frozen capelin, herring and mackerel, will continue to be the<br />

foundation of business looking forward.<br />

The Japanese market for food will continue to be very competitive; the consumers<br />

want to spend less of their income on food. <strong>Icelandic</strong> Japan is ready to meet increased<br />

competition. It has a long-standing reputation, and it offers both popular species and<br />

good service to its customers.<br />

Marinus in Iceland works in close cooperation with <strong>Icelandic</strong> Japan by taking care of<br />

sourcing activities of many species for its sister company. It specializes in the North<br />

Atlantic species intended for the Asian market, such as redfish, Greenland halibut and<br />

capelin, but it also gets involved in totally different species: Nile perch from Africa and<br />

salmon from South America. The company had a good year with record sales<br />

increasing 16% year on year.<br />

<strong>Icelandic</strong> Japan - turnover in billion JPY<br />

35


36<br />

Sales by geographical location<br />

Sales by market segments<br />

Financial review<br />

Net sales<br />

Net sales in <strong>2006</strong> amounted to € 1,471 million which is an increase of 23% compared<br />

with 2005 sales of 1,200 million. Growth in sales is all external and is mostly due to<br />

the acquisition of Pickenpack H&H, <strong>Icelandic</strong> Scandinavia and Pickenpack Gelmer.<br />

Despite the fact that on <strong>Group</strong> level all growth is external, all the UK growth is<br />

organic, amounting to 6%. The growth in the UK is mostly due to increased sales of<br />

fresh/chilled products from Seachill to the retail chain Tesco.<br />

Most of the <strong>Group</strong>’s income originates from production companies, 73.8% compared<br />

to 65.9% in 2005. Income from the sales and marketing companies constituted 24.3%<br />

compared to 33.0% in 2005. Income from holding and service companies constituted<br />

1.9% compared to 1.1% in 2005.<br />

Operating expenses<br />

Profit before financial items totalled € 5.5 million compared to € 2.4 million in the<br />

previous year. Items that the company considers to be one-off expenses totalled € 17.1<br />

million during the year. EBITDA as a proportion of sales was 2.5% compared to 1.4% in<br />

2005. Considering the one-off expenses the EBITA as a proportion of sales would be<br />

3.7%. € 31.5 million was charged as depreciation during the year, as compared to<br />

€ 14.0 million in 2005. The change between years is mostly due to the impairment in<br />

the USA<br />

Share of profit of equity accounted investees<br />

Share of profit of equity accounted investees amounted to € 0.7 million compared to<br />

€ 0.2 million in 2005.<br />

Financial expenses<br />

Financial expenses increased by 10%, totalling € 24.0 million, as opposed to € 21.7<br />

million in 2005. € 2.3 million was recognised as income due to fair value changes on<br />

shares in other companies compared to a charge of € 3.4 million in 2005. Currency<br />

gain amounted to € 5.9 million compared with € 0.4 million in 2005.<br />

Income tax<br />

Income tax income during the year <strong>2006</strong> amounted to € 7.1 million compared to 4.2<br />

million in 2005. This is equivalent of an effective tax rate of 38.4%. In 2005 the<br />

effective tax rate was 21.9%.<br />

Results for the year<br />

Loss for the year totalled € 11.4 million, compared to a loss of € 15.1 million in 2005.<br />

EBITDA totalled € 36.9 million, compared to € 16.2 million in 2005.<br />

<strong>Icelandic</strong> USA Inc., subsidiary of <strong>Icelandic</strong> <strong>Group</strong>, has decided to close the company’s<br />

Cambridge, Maryland, production facility by year end 2007. The decision to close the<br />

plant is based on its ability to fill projected product manufacturing and distribution<br />

needs using the company’s Newport News, Virginia, production facility and a newly


completed distribution center also located in Newport News. Looking to the future,<br />

the closure is expected to provide critical production and distribution efficiencies.<br />

Due to the closing of the factory in Cambridge, € 12.7 million is charged to the income<br />

statement. The closing will result in a much improved cost structure for <strong>Icelandic</strong> USA.<br />

The production of frozen products has been transferred to Pickenpack Gelmer, France,<br />

from Coldwater Seafood UK in Grimsby, which from now on will specialise in the<br />

manufacture of chilled and frozen ready meals. Due to the restructuring of Coldwater<br />

€ 1.6 million has been charged to the income statement.<br />

<strong>Icelandic</strong> France SAS has gone through a restructuring process in the year <strong>2006</strong>.<br />

The company had three offices in France; in Paris, Evry and Marseille. A decision was<br />

made to close all offices and move the operation solely to Paris. Cost due to the<br />

closures as well as inventory write down amount to € 2,8 million in the year <strong>2006</strong>.<br />

Loss per share<br />

Basic loss per share amounted to € 0.0040 compared to a loss per share amounting to<br />

€ 0.0075 in 2005.<br />

Assets<br />

The <strong>Group</strong>´s total assets amounted to € 906.8 million at year end <strong>2006</strong> compared with<br />

€ 690.4 million at year end 2005. The increase is mostly a result of the acqusition of<br />

companies.<br />

Property, plant and equipment totalled € 124.4 million at year end compared to € 85.0<br />

million and increased by 46.3 % from the beginning of the year mostly due to the<br />

acquisition of Pickenpack H&H<br />

Intangible assets totalled € 256.1 million at year end compared to € 171.0 million.<br />

According to International Financial <strong>Report</strong>ing Standards (IFRS), goodwill should be<br />

tested at least annually for impairment. Goodwill suffered no impairment losses.<br />

Current assets totalled € 499.5 million. Of that total, inventories totalled € 299.2<br />

million, as opposed to € 238.6 million at the beginning of the year. Current ratio was<br />

0,99 compared to 0.96 in 2005.<br />

Liabilities<br />

Total liabilities amounted to € 730.5 million at the end of <strong>2006</strong>, compared to € 573.7<br />

million in the beginning of the year. Net liabilities (total liabilities less current assets)<br />

amounted to € 231.0 million, in comparison with € 158.5 million at the beginning of<br />

the year. Interest-bearing borrowings totalled € 562.2 million at year-end, but € 434.1<br />

million at the beginning of the year. At year-end, 39% of the interest-bearing<br />

borrowings was in EUR, 25% in US dollars, 23% in pounds sterling and 13% in other<br />

currencies.<br />

Net profit (loss) in million EUR<br />

EBITDA in million EUR<br />

37


38 38<br />

Financial review<br />

Equity ratio<br />

Return on equity<br />

Equity<br />

At the end of <strong>2006</strong>, equity amounted to € 176.2 million, compared to € 116.7 million<br />

at the beginning of the year. In March <strong>2006</strong>, the share capital was increased by 585<br />

million shares in connection with the acquisition of Pickenpack Hussmann & Hahn<br />

GmbH, 135 million with the acqusition of Saltur Holding Aps and 5 million shares with<br />

the acqusition of Mat Pacific. The equity ratio was 19.4% at the end of <strong>2006</strong>, but<br />

16.9% at the beginning of the year. The number of shares at the end of the year <strong>2006</strong><br />

numbered 2,893 million. The market value of the company at year-end <strong>2006</strong><br />

amounted to € 233.1 million compared to € 279.4 million in 2005. Share prices of<br />

<strong>Icelandic</strong> <strong>Group</strong> decreased by 20.8% during the year <strong>2006</strong> in <strong>Icelandic</strong> kronas.<br />

Statement of Cash Flows<br />

Cash used in operations before taxes and interest payments totalled € 14.7 million, as<br />

opposed to € 40.3 million from operations before taxes and interest for the previous<br />

year. After payment of interest and income tax, cash used in operations totalled € 42.8<br />

million, while the previous year yielded a total of € 18.5 million of net cash from<br />

operations. Net investment activities totalled € 12.6 million. Net cash provided by<br />

financing activties totalled € 48.2 million. Cash and cash equivalents at the end of the<br />

year totalled € 21.2 million.<br />

Investments in <strong>2006</strong><br />

<strong>Icelandic</strong> <strong>Group</strong> acquired Pickenpack-Hussmann & Hahn Seafood GmbH at year end<br />

2005. <strong>Icelandic</strong> <strong>Group</strong> took control over Pickenpack-H&H operations on 1 January<br />

<strong>2006</strong>. Purchase price amounted to 78.8 million paid with 585 million shares in<br />

<strong>Icelandic</strong> <strong>Group</strong>.<br />

<strong>Icelandic</strong> <strong>Group</strong> acquired all the shares in Saltur Holding ApS, Denmark, which owns all<br />

the shares in Jeka Fish A/S, also in Denmark. The name of Saltur was changed to<br />

<strong>Icelandic</strong> Scandinavia ApS. The acquisition price was paid 135 million shares in<br />

<strong>Icelandic</strong> <strong>Group</strong> equivalent of € 13.4 million. <strong>Icelandic</strong> Scandinavia is a part of<br />

<strong>Icelandic</strong> <strong>Group</strong>’s consolidated financial statements as of 1st of April <strong>2006</strong>.<br />

<strong>Icelandic</strong> <strong>Group</strong> Plc. issued 5 million new shares in exchange for the operations of MAT<br />

Pacific in Seattle USA. The operation of Mat Pacific was taken over by a newly<br />

founded Company in Seattle, <strong>Icelandic</strong> Northwest Inc., where <strong>Icelandic</strong> <strong>Group</strong> owns<br />

85% of shares. <strong>Icelandic</strong> Northwest is a part of <strong>Icelandic</strong> <strong>Group</strong>´s consolidated financial<br />

statements as of May <strong>2006</strong>.<br />

On 13 July <strong>2006</strong> <strong>Icelandic</strong> <strong>Group</strong> acquired plant premises, equipment, current assets<br />

and business contacts of Delpierre frozen division (previously Alfesca now Pickenpack<br />

Gelmer SAS). The acquisition price was € 13.7 million. Formal takeover of the plant was<br />

4 September <strong>2006</strong> and the company is included in <strong>Icelandic</strong> <strong>Group</strong>’s consolidated<br />

financial statements from that date.


Operational prospects<br />

Following the acquisition of the Pickenpack Gelmer plant in France work is on the way<br />

of restructuring <strong>Icelandic</strong> <strong>Group</strong>’s manufacturing operations in Europe. The production<br />

of frozen products has been transferred to France from Coldwater Seafood UK in<br />

Grimsby, which now specialises in the manufacture of chilled and frozen ready meals.<br />

The <strong>Icelandic</strong> <strong>Group</strong> plants in Germany and France will be responsible for frozen fish<br />

products, and the output of the French plant will be increased from 17,000 to 26,000<br />

tons in the first stage. On the whole, <strong>Icelandic</strong> Europe’s plants will produce over<br />

100,000 tons of frozen products.<br />

<strong>Icelandic</strong> USA Inc. will close the company’s Cambridge, Maryland, production facility<br />

by year end 2007. The decision to close the plant is based on its ability to fill projected<br />

product manufacturing and distribution needs using the company’s Newport News,<br />

Virginia, production facility and a newly completed distribution center also located in<br />

Newport News. Looking to the future, the closure is expected to provide critical<br />

production and distribution efficiencies. The closing will result in a much improved<br />

cost structure for <strong>Icelandic</strong>. <strong>Annual</strong> improvement in EBITDA is estimated at € 11<br />

million to be fully realized in the year 2008.<br />

<strong>Icelandic</strong> France took drastic measures during the second half of the year to improve<br />

future performance. The turnaround involves reduction in inventory, relocation of all<br />

the company’s operations in Paris and severance agreements with former employees<br />

were expensed over the year.<br />

A number of companies within the <strong>Group</strong> performed well during the year, such as<br />

<strong>Icelandic</strong> Iberica, Jeka Fish, <strong>Icelandic</strong> Asia, Seachill, <strong>Icelandic</strong> UK, <strong>Icelandic</strong> Norway and<br />

Fiskval. The Company management is optimistic as regards these companies will<br />

continue to perform well.<br />

39


Corporate governance<br />

<strong>Icelandic</strong> <strong>Group</strong> Plc. is controlled by shareholders’ meetings, the<br />

company’s Board of Directors, its CEO and the Executive Board.<br />

Final authority in all company dealings, within the limits set by its<br />

Articles of Association and national law, rests with a duly<br />

constituted shareholders’ meeting.<br />

Emphasising good governance<br />

The Board of Directors of <strong>Icelandic</strong> <strong>Group</strong> emphasises good<br />

corporate governance, as outlined in the Guidelines on Corporate<br />

Governance issued by OMX Nordic in Iceland, the <strong>Icelandic</strong><br />

Chamber of Commerce and the Confederation of <strong>Icelandic</strong><br />

Employers. The Board has adopted internal rules defining the<br />

respective tasks and authority of the Board and of the CEO. They<br />

include rules on meeting procedure, on the eligibility of Board<br />

members to participate in dealing with specific issues, on<br />

confidentiality, the disclosure obligations of the CEO towards the<br />

Board, etc. The Board’s rules make specific reference to<br />

regulations on insider trading and the treatment of inside<br />

information, as provided for in the Act on Securities Transactions,<br />

Guidelines of the Financial Supervisory Authority and the<br />

Company’s internal rules. The Board’s rules also contain detailed<br />

provisions on information disclosure to the Board cf. Section 2.3<br />

in the 2nd edition of the Guidelines on Corporate Governance<br />

issued by OMX Nordic in Iceland, the Iceland Chamber of<br />

Commerce and the Confederation of <strong>Icelandic</strong> Employers.<br />

Board of Directors<br />

The company is controlled by a five-member Board of Directors,<br />

elected each year at the company’s <strong>Annual</strong> General Meeting. The<br />

Board elects a Chairman and Vice-chairman and divides<br />

responsibility for other tasks between members as deemed<br />

necessary. The Board has supreme authority in the company’s<br />

affairs between shareholders’ meetings, setting the company’s<br />

operating objectives with its interests and those of its<br />

shareholders in mind, in accordance with the company’s purpose.<br />

The Board engages the CEO, determines his/her terms of<br />

employment and provides a formal statement of his/her duties.<br />

From October 2005 until March <strong>2006</strong>, the Chairman of the Board<br />

of <strong>Icelandic</strong> <strong>Group</strong> fulfilled the CEOs responsibilities. As this<br />

arrangement was regarded as only temporary, Björgólfur<br />

Jóhannsson was engaged as CEO of <strong>Icelandic</strong> <strong>Group</strong> in March<br />

<strong>2006</strong>.<br />

A minority of the Directors is independent of the Company as<br />

specified in Section 2.6 of the 2nd edition of the Guidelines on<br />

Corporate Governance issued by OMX Nordic in Iceland, the<br />

Iceland Chamber of Commerce and the Confederation of<br />

<strong>Icelandic</strong> Employers. The Board of Directors of <strong>Icelandic</strong> <strong>Group</strong><br />

has no subcommittees.<br />

In view of the above, corporate governance at <strong>Icelandic</strong> <strong>Group</strong><br />

does not fully comply with the Guidelines on Corporate<br />

Governance.<br />

Board meetings<br />

Board meetings are generally called by the Chairman of the Board<br />

but can be convened at the request of any director or the CEO. It<br />

may be held by electronic communications or telephone. The<br />

meetings are presided over by the Chairman or alternatively the<br />

Vice-Chairman. The proceedings and all decisions are recorded in<br />

the minutes and signed by those attending the meeting. In <strong>2006</strong><br />

the Board of Directors convened 14 times.<br />

Responsibilities of the Board<br />

The Board is responsible for the overall management of the<br />

<strong>Group</strong>, and it ensures that the activities of the <strong>Group</strong> comply<br />

with good practice. The Board has adopted written working rules<br />

specifying its responsibilities.<br />

The Board’s tasks and responsibilities include:<br />

– Setting the <strong>Group</strong>’s strategy and goals and approving budgets<br />

– Engaging the <strong>Group</strong>’s CEO and determining his/her salary<br />

– Monitoring the work of the CEO<br />

– Monitoring company performance against set goals<br />

– Setting criteria in governance issues<br />

– Overseeing risk management issues<br />

– Approving financial statements of the <strong>Group</strong><br />

Responsibilities of the Chairman<br />

The Company’s Board set operating rules for itself in June 2003.<br />

Each year, at the conclusion of the AGM, the Board divides its<br />

tasks and elects a Chairman and Vice-Chairman. The Chairman of<br />

the Board speaks and acts on the Board’s behalf regarding the<br />

Company’s affairs. He also acts on the Board’s behalf in respect<br />

of the CEO. The Chairman decides when Board meetings shall be<br />

held and directs these meetings, or the Vice-Chairman in the<br />

Chairman’s absence. The Chairman sees to it that a book of<br />

minutes is kept about what happens at Board meetings and<br />

about the Board’s decisions.<br />

41


42<br />

Remuneration of the Board of Directors<br />

A new Board of Directors was elected at <strong>Icelandic</strong> <strong>Group</strong>’s AGM<br />

on 23 March <strong>2006</strong>. The same AGM approved a motion determining<br />

the monthly remuneration to each Director of ISK 100,000 for<br />

the coming operating year and double that amount for the Chairman.<br />

Alternates receive ISK 30,000 for each meeting they attend, up<br />

to a maximum of ISK 100,000 per month. No extraordinary transactions<br />

have taken place between <strong>Icelandic</strong> <strong>Group</strong> and its Directors.<br />

Directors hold no call or put options on the Company’s shares,<br />

nor have they received loans or guarantees from the Company.<br />

Executive Board<br />

At the end of October 2005, <strong>Icelandic</strong> <strong>Group</strong> announced<br />

restructuring measures. The main change was the division of<br />

the <strong>Group</strong>’s overseas operations into two units, <strong>Icelandic</strong> USA<br />

& Asia and <strong>Icelandic</strong> Europe. <strong>Icelandic</strong> USA & Asia took over<br />

operations in the US and Asia and related activities in Iceland.<br />

Ellert Vigfússon was appointed CEO of <strong>Icelandic</strong> USA & Asia.<br />

<strong>Group</strong> activities in Europe are the purview of <strong>Icelandic</strong> Europe.<br />

Finnbogi Baldvinsson was engaged as CEO of <strong>Icelandic</strong> Europe in<br />

January <strong>2006</strong>.<br />

As of 1 January <strong>2006</strong>, a four-person Executive Board took over<br />

the direction of <strong>Icelandic</strong> <strong>Group</strong>. It is responsible for the <strong>Group</strong>’s<br />

daily operations and reports directly to the Board. The Executive<br />

Board now consists of the <strong>Group</strong> CEO and the two CEOs of<br />

<strong>Icelandic</strong> Europe and <strong>Icelandic</strong> USA & Asia.<br />

Tasks of the CEO<br />

The CEO oversees day-to-day operations and ensures that they<br />

meet the strategy and policy set out by the Board. The CEO<br />

chairs the board of most subsidiaries and is responsible for their<br />

operations complying with the <strong>Group</strong>’s policy, goals and<br />

standards. Decisions on major issues need the approval of the<br />

Board unless they are necessary to prevent the <strong>Group</strong> from<br />

incurring losses. The CEO provides the auditors with appropriate<br />

documents and information, as deemed necessary, and signs<br />

financial statements together with the Board.<br />

<strong>Annual</strong> General Meeting<br />

The <strong>Annual</strong> General Meeting will take place on 23 March 2007 at<br />

16:00 GMT at Hotel Nordica.<br />

Shareholder Meetings<br />

Shareholder meetings are the highest authority in the <strong>Group</strong>’s<br />

affairs. The main shareholder meeting is the <strong>Annual</strong> General<br />

Meeting, which is held once a year. All shareholders or their<br />

representatives have the right to attend shareholder meetings.<br />

The meetings are also open to the media and representatives of<br />

the OMX Nordic Exchange in Iceland.<br />

The <strong>Annual</strong> General Meeting in <strong>2006</strong> was held on 23 March. The<br />

annual accounts for the year 2005 were approved, and it was<br />

resolved that no dividend should be paid to stockholders for the<br />

year 2005. The Board of Directors and auditors were elected, and<br />

the Board’s remuneration was decided.<br />

The results and other issues covered at shareholder meetings can<br />

be viewed on the <strong>Group</strong>’s website: www.icelandic.is and on OMX<br />

Nordic Exchange in Iceland, website: www.icex.is.<br />

Auditing<br />

An independent auditor is appointed annually by the<br />

shareholders at the <strong>Annual</strong> General Meeting. At <strong>Icelandic</strong> <strong>Group</strong>’s<br />

AGM on 23 March <strong>2006</strong>, a motion was passed to tender auditing<br />

for <strong>Icelandic</strong> <strong>Group</strong>, with the meeting authorising the Board of<br />

Directors to select an auditing company following the tender. A<br />

contract whereby KPMG were assigned as <strong>Group</strong> auditors was<br />

signed in October. The auditors of <strong>Icelandic</strong> <strong>Group</strong> Plc. are KPMG<br />

hf., 590975-0449, Borgartún 27, Reykjavík, represented by<br />

Saemundur Valdimarsson and Alexander Edvardsson.<br />

Remuneration paid to all <strong>Group</strong>’s auditors in <strong>2006</strong> was € 1.2 million.<br />

Compliance<br />

<strong>Icelandic</strong> <strong>Group</strong> Plc. complies with the Rules on Treatment of<br />

Insider Information and Insider Trading (The Rules) issued by the<br />

Financial Supervisory Authority. The <strong>Group</strong> employs a special<br />

Compliance Officer, who is directly responsible to the CEO. The<br />

Compliance Officer ensures that the Rules are adhered to, and<br />

that they are regularly distributed and presented within the <strong>Group</strong>.<br />

The Compliance Officer updates and maintains the register of<br />

insiders, primary insiders and financially related parties. Primary<br />

insiders are members of the Board, the CEO, the members of the<br />

Executive Board, the CEOs of subsidiaries, the auditors and other<br />

nominated persons in legal, financial and consulting functions. A<br />

list of primary insiders can be viewed on the Financial<br />

Supervisory Authority’s website: www.fme.is.<br />

Insiders of <strong>Icelandic</strong> <strong>Group</strong> are not permitted to trade during<br />

defined closed periods. The closed period begins four weeks<br />

prior to an announced publication date for the next interim or<br />

annual statements and lasts until the statements have been<br />

published.


Risk management<br />

The business environment, both operational and financial, encompasses a number of<br />

risks. The purpose of risk management is to determine which factors are influential to<br />

the <strong>Group</strong>’s success.<br />

Market Risk<br />

<strong>Icelandic</strong> <strong>Group</strong> manufactures products both under its own brands, which are sold to<br />

restaurants, and products sold to retail chains under their private labels. The<br />

operations can thus be said to rest on two main pillars, which together reach most<br />

buyers on the market for seafood products. By selling to both these markets, the<br />

company limits its market risk.<br />

Market regions <strong>Icelandic</strong> <strong>Group</strong>’s largest markets in <strong>2006</strong> were the UK, which<br />

accounted for 30% of the <strong>Group</strong>’s total turnover, the USA 25%, Asia 14% and<br />

Continental Europe 31%.<br />

Main product classes. In line with its growth in recent years, <strong>Icelandic</strong> <strong>Group</strong>’s<br />

product line has expanded substantially, and the risk attached to sales in individual<br />

product classes has decreased. In <strong>2006</strong> frozen fish comprised around 80% of the<br />

products sold and fresh and chilled fish 20%.<br />

Suppliers. <strong>Icelandic</strong> <strong>Group</strong> has grown rapidly in recent years. By broadening its<br />

product line at the same time, the company has been able to offer its suppliers better<br />

service by purchasing most of the products they have to sell. <strong>Icelandic</strong> producers were<br />

traditionally at the core of the <strong>Group</strong>’s purchasing, providing a majority of its supplies.<br />

In recent years, purchases from other countries have grown rapidly so that total<br />

purchases are now more evenly spread over the continents. Of total purchases 24%<br />

originate in Iceland, 28% in other European countries and 30% in Asia.<br />

Inventories. Maintaining inventory is an integral part of the operations of the <strong>Group</strong>’s<br />

sales and marketing companies. Ensuring that a varied selection of products is always<br />

available for delivery on short notice is an important aspect of their service.<br />

Management continually monitor the age and market value of inventories, which are<br />

regularly assessed at real value.<br />

Raw material prices. From a long-term perspective, gradual fluctuations in prices on<br />

raw material markets have little effect on <strong>Icelandic</strong> <strong>Group</strong>’s operations. By cooperating<br />

closely with parties on the retail and restaurant markets, prices for the<br />

Company’s products are adjusted to the market situation. Sudden price changes, on<br />

the other hand, can have a substantial impact on the performance of individual <strong>Group</strong><br />

companies, especially if these companies have large inventories.<br />

Quality assurance. <strong>Icelandic</strong> <strong>Group</strong> emphasises and demands that the products it<br />

sells fulfil the quality standards adopted by the <strong>Group</strong>. To enforce its quality and<br />

purchasing standards, <strong>Icelandic</strong> <strong>Group</strong> has an extensive database system which is<br />

accessible on the Internet to its subsidiaries and producers. <strong>Icelandic</strong> <strong>Group</strong> also does<br />

its utmost to ensure that its service to customers is exemplary. By doing so, the <strong>Group</strong><br />

can maintain its strong position on its markets.<br />

43


44<br />

Currency Risk<br />

Currency risk is risk resulting from currency fluctuations, which<br />

can substantially affect <strong>Icelandic</strong> <strong>Group</strong>’s operations. As a result,<br />

hedging currency risk is an important aspect of <strong>Icelandic</strong> <strong>Group</strong>’s<br />

operations. The <strong>Group</strong>’s strategy is to limit currency risk by<br />

ensuring that the currency composition of the assets and<br />

liabilities of individual <strong>Group</strong> companies reflects their cash flow<br />

from operations. Interest rates on part of the group’s long-term<br />

liabilities have been fixed by concluding swaps with credit<br />

institutions. From 1 January <strong>2006</strong>, <strong>Icelandic</strong> <strong>Group</strong> adopted the<br />

Euro as its reporting currency instead of the <strong>Icelandic</strong> krona. The<br />

change primarily reflects the fact that the <strong>Group</strong>’s operations in<br />

Iceland are a minor part of its total operations. The company uses<br />

derivatives to hedge the interest rate and currency risk in the<br />

<strong>Group</strong>’s operations and from its financing. Forward contracts are<br />

concluded to hedge currency risk arising from business in foreign<br />

currencies, and interest rate swaps, converting variable to fixed<br />

interest rates, to hedge the company’s interest rate risk.<br />

Management and Personnel Risk<br />

Management risk is the risk involved in the management,<br />

organisation and expertise within the Company. <strong>Icelandic</strong> <strong>Group</strong><br />

emphasises the administrative independence of its subsidiaries<br />

and divisions, decentralisation and clearly demarcated<br />

responsibility of managers of individual subsidiaries and divisions.<br />

<strong>Icelandic</strong> <strong>Group</strong> has highly capable employees, with extensive<br />

knowledge of the Company’s various operating sectors. The<br />

company endeavours to hire suitably qualified and well-educated<br />

employees.<br />

<strong>Icelandic</strong>’s subsidiaries operate in 13 countries, all of which vary<br />

in terms of employment environment. In each country, <strong>Icelandic</strong><br />

<strong>Group</strong> has at its disposal both expertise and experience of the<br />

national culture, labour market and relations with trade unions.<br />

Legal Risk<br />

Laws and regulations adopted by public authorities on fisheries<br />

management and customs duties can have a substantial impact<br />

on the Company’s performance. Government regulations on<br />

fisheries management are intended to encourage rational<br />

exploitation of fish stocks and may thus limit allocated catch<br />

quotas, which make a decisive difference in acquiring raw<br />

material. Thus, a change in the allocation of catch quotas and<br />

limits on or elimination of their transfer could have a decisive<br />

impact on the operating premises for fisheries companies.<br />

Decisions by governments in individual countries to which<br />

<strong>Icelandic</strong> <strong>Group</strong> exports to levy protective duties can also<br />

substantially affect the company’s performance.<br />

<strong>Icelandic</strong> <strong>Group</strong> has to face the risk of dissatisfied customers and<br />

consumers bringing legal suit against the company. The company<br />

could also face litigation resulting from violations of health,<br />

pollution or environmental regulations, or other laws and<br />

regulations which may apply in each location where companies in<br />

the <strong>Group</strong> have their activities. The company could also face<br />

litigation due to disputes with employees or their organisations,<br />

for instance, concerning unlawful dismissals, discrimination<br />

between employees, etc. It is difficult to evaluate these risk<br />

factors and their possible magnitude. An unfavourable verdict in<br />

connection with the above could have a considerably negative<br />

impact on the <strong>Icelandic</strong> <strong>Group</strong>’s reputation and performance.<br />

<strong>Icelandic</strong> <strong>Group</strong> and its subsidiaries are not involved in litigation<br />

which could have a substantial impact on the Company’s<br />

performance, financial position or value. The Company is not<br />

faced with risk factors concerning patents, trademarks,<br />

production methods, business contracts or loan contracts.<br />

Insurance<br />

In addition to all mandatory insurance, <strong>Icelandic</strong> <strong>Group</strong> has<br />

transport insurance for the <strong>Group</strong> covering transport from<br />

primary producers to buyers or plants. Products being processed<br />

by primary producers are also insured. All goods in warehouses<br />

are insured. The usual insurance also covers employees and<br />

management. The manufacturing plants have all the normal<br />

insurance, as well as product liability insurance. Credit insurance<br />

is used on many markets, especially where the customers consist<br />

of small companies. The insurance will normally cover around 85-<br />

90% of the relevant receivables.


Corporate responsibility<br />

Fishery management and sustainable fisheries<br />

In laying down its principles for fishing and fishery management, <strong>Icelandic</strong> <strong>Group</strong> takes<br />

note of the FAO Code of Conduct for Responsible Fisheries (1995), and the<br />

international laws and regulations, which the <strong>Icelandic</strong> government has ratified.<br />

<strong>Icelandic</strong> <strong>Group</strong> endeavours to base its business on the sale of products from stocks of<br />

fish, utilised in a sustainable and responsible manner, by means of a proper fishery<br />

management system. This shall be based on scientific assessment, and administered<br />

by governmental or inter-governmental bodies. <strong>Icelandic</strong> <strong>Group</strong> will collect data to the<br />

effect that the part of its business, which is based on international sources, also<br />

conforms to these considerations, while taking into account the different fishery<br />

management systems in many parts of the world.<br />

<strong>Icelandic</strong> <strong>Group</strong> will take special care not to encourage production or sell products of<br />

endangered species. It will not sell products of protected species as specified by<br />

scientists, and by the legislation of nations, and the international organisations, to<br />

which Iceland is a party. This applies to fishing within the <strong>Icelandic</strong> EEZ, in<br />

international waters, and in areas under the jurisdiction of other nations.<br />

It is clearly against <strong>Icelandic</strong> <strong>Group</strong>’s environmental principles to trade with fish that is<br />

caught from illegal, unreported and unregulated fisheries, but <strong>Icelandic</strong> <strong>Group</strong> is fully<br />

aware that there may be sensitive raw materials involved in some areas of the world,<br />

for example there are not always clear quota allocations in place for all fish stocks<br />

exploited.<br />

Wholesomeness of products<br />

An important part of <strong>Icelandic</strong> <strong>Group</strong>’s activities is to ensure that fish products sold by<br />

the company are wholesome, i.e., are of normal nutritional value and are free from<br />

pollution, caused by microbial or chemical contamination.<br />

The wholesomeness of seafood products is best secured by means of a clean marine<br />

environment and good manufacturing practices, which include correct sanitation<br />

procedures in handling and processing and a thorough understanding of the factors<br />

causing contamination of the product.<br />

<strong>Icelandic</strong> <strong>Group</strong> is on guard against circumstances threatening the purity of fishing<br />

areas and thereby the wholesomeness of the fish products, and for this purpose keeps<br />

abreast of the work of <strong>Icelandic</strong> scientists and environmental specialists.<br />

<strong>Icelandic</strong> <strong>Group</strong> emphasises that products sold by the company meet its uniform<br />

quality standards, as detailed in the company’s product specifications. <strong>Icelandic</strong><br />

<strong>Group</strong>’s quality system also incorporates specifications for good manufacturing<br />

practices, which are intended to prevent contamination by foreign material, as well as<br />

chemical or microbial contamination.<br />

All <strong>Icelandic</strong> producers for <strong>Icelandic</strong> <strong>Group</strong> have installed quality assurance systems,<br />

based on Hazards Analysis Critical Control Point (HACCP) principles.<br />

45


46<br />

Health and safety<br />

It is said that most accidents occur at home. The home is outside the jurisdiction of<br />

<strong>Icelandic</strong> <strong>Group</strong>. When it comes to the working place, the <strong>Group</strong> strives to minimize<br />

occupational illness and injuries among the employees. It is in our interest as well as<br />

the employee’s to work towards this goal. Lost working hours due to illness or injury<br />

will lead to higher costs, and the employee suffers.<br />

In order to achieve its goals the <strong>Group</strong> companies monitor the number and origin of<br />

accidents to be able to prevent them from recurring in a similar way. An active health<br />

and safety policy is promoted throughout the organization, and the <strong>Group</strong> is<br />

committed to promoting and preserving safe working conditions for all employees and<br />

visitors for short or long periods.<br />

Our customers<br />

The <strong>Group</strong> plays an important role in the value chain to ensure that the chain does not<br />

break. It must keep every link at full strength. <strong>Icelandic</strong> <strong>Group</strong> takes part in fishing and<br />

primary production of seafood, and it further manufactures products into the form<br />

required by restaurants or consumers. The <strong>Group</strong> represents a number of links in the<br />

value-added chain.<br />

The <strong>Group</strong> has built up long-term relationships with its suppliers and its customers.<br />

Such relations are the core of a strong business model. The <strong>Group</strong> works with the<br />

suppliers to produce in accordance with the quality standards established by the<br />

<strong>Group</strong> to ensure that the customer and the consumer receive the wholesome and safe<br />

product that they expect and deserve.<br />

Our shareholders<br />

It is of importance to provide shareholders as well as potential investors with equal<br />

access to transparent information about corporate affairs and performance. The <strong>Group</strong><br />

issues its financial statement on a quarterly basis and follows up with investor<br />

presentation in person and on its website. All events and news that could affect the<br />

valuation of the company and its shares are announced to the stock exchange and<br />

published on the <strong>Group</strong>’s website.<br />

The <strong>Group</strong> issues an elaborate <strong>Annual</strong> <strong>Report</strong>, which is an important instrument of<br />

communicating and sharing information with the shareholders, investors and, in fact,<br />

all stakeholders. It gives a comprehensive overview of the many aspects of the<br />

business and is valuable in facilitating a thorough understanding of the business and<br />

the operations. A hard copy is available upon request, and the report can also be<br />

downloaded from the <strong>Group</strong>’s website.


Financial Statements <strong>2006</strong><br />

47


Endorsement by the Board of Directors and the CEO<br />

<strong>Icelandic</strong> <strong>Group</strong>´s consolidated financial statements for the year <strong>2006</strong><br />

have been prepared in accordance with International Financial <strong>Report</strong>ing<br />

Standards (IFRS) as adopted by EU. The financial statements comprise<br />

the consolidated financial statements of <strong>Icelandic</strong> <strong>Group</strong> Plc. (the<br />

“Company”) and its subsidiaries (the “<strong>Group</strong>”), which were 33 at 31<br />

December <strong>2006</strong>. The financial statements of the <strong>Group</strong> are reported in<br />

euro as of 1 January <strong>2006</strong>.<br />

<strong>Icelandic</strong> <strong>Group</strong> Plc. is a holding company for manufacturing and<br />

marketing companies specialising in seafood on international markets.<br />

On 1 November 2005 <strong>Icelandic</strong> <strong>Group</strong> Plc. purchased all shares in<br />

Pickenpack-Hussmann & Hahn Seafood GmbH (Pickenpack), Germany.<br />

Shareholders in Pickenpack received 585 million shares in <strong>Icelandic</strong><br />

<strong>Group</strong> Plc. equivalent to 21.25% of total shares in <strong>Icelandic</strong> <strong>Group</strong> Plc.<br />

after the issue. <strong>Icelandic</strong> <strong>Group</strong> Plc. controlled Pickenpack´s operation<br />

from 1 January <strong>2006</strong> and included the company in the consolidated<br />

financial statements from that date.<br />

<strong>Icelandic</strong> <strong>Group</strong> Plc. acquired all the shares in Saltur Holding ApS,<br />

Denmark, which owns all the shares in Jeka Fish A/S, also in Denmark.<br />

The acquisition price was paid with 135 million new shares in <strong>Icelandic</strong><br />

<strong>Group</strong> Plc. Atlantic Cod A/S merged with Jeka Fish A/S as of 1 April<br />

<strong>2006</strong>. Saltur Holding ApS is a part of <strong>Icelandic</strong> <strong>Group</strong>´s consolidated<br />

financial statements as of 1 April <strong>2006</strong>. Saltur Holding ApS name was<br />

changed to <strong>Icelandic</strong> Scandinavia ApS.<br />

<strong>Icelandic</strong> <strong>Group</strong> Plc. issued 5 million new shares in exchange for the<br />

operations of MAT Pacific in Seattle USA. The operation of MAT Pacific<br />

was taken over by a newly founded Company in Seattle, <strong>Icelandic</strong><br />

Northwest Inc., where <strong>Icelandic</strong> <strong>Group</strong> owns 85% of shares. <strong>Icelandic</strong><br />

Northwest is a part of <strong>Icelandic</strong> <strong>Group</strong>´s consolidated financial<br />

statements as of May <strong>2006</strong>.<br />

On 13 July <strong>2006</strong> <strong>Icelandic</strong> <strong>Group</strong> acquired plant premises, equipment,<br />

current assets and business contacts of Delpierre frozen division<br />

(previously Alfesca, now Pickenpack Gelmer SAS). The acquisition price<br />

was € 13,650 thousand. Formal takeover of the plant was 4 September<br />

<strong>2006</strong> and the company is included in <strong>Icelandic</strong> <strong>Group</strong>´s consolidated<br />

financial statements from that date.<br />

The acquisition of the plant is part of a plan to restructure <strong>Icelandic</strong><br />

<strong>Group</strong>’s manufacturing operations in Europe. The production of frozen<br />

products has been transferred to Pickenpack Gelmer from Coldwater<br />

Seafood UK in Grimsby, which from now on will specialise in the<br />

manufacture of chilled and frozen ready meals. Due to the restructuring<br />

of Coldwater € 1,614 thousand has been charged to the income<br />

statement.<br />

Reference is made to note 6 concerning the effects of the investments<br />

above on the balance sheet of <strong>Icelandic</strong> <strong>Group</strong> Plc.<br />

Following a resolution at the <strong>Annual</strong> General Meeting of <strong>Icelandic</strong><br />

<strong>Group</strong> Plc. held on 23 March <strong>2006</strong> the audit of the <strong>Group</strong> and its<br />

subsidiaries was submitted for tender. As a result KPMG was chosen the<br />

sole auditor of the <strong>Group</strong>.<br />

<strong>Icelandic</strong> USA Inc., subsidiary of <strong>Icelandic</strong> <strong>Group</strong> plans to close the<br />

company’s Cambridge, Maryland, production facility by year end 2007.<br />

The decision to close the plant is based on its ability to fill projected<br />

product manufacturing and distribution needs using the company’s<br />

Newport News, Virginia, production facility and a newly completed<br />

distribution center also located in Newport News. The closure is<br />

expected to provide critical production and distribution efficiencies. €<br />

12,733 thousand is charged to the income statement due to the<br />

restructuring.<br />

<strong>Icelandic</strong> France SAS has gone through a restructuring process in the<br />

year <strong>2006</strong>. The company had three offices in France; in Paris, Evry and<br />

Marseille. A decision was made to close all offices and move the<br />

operation solely to Paris. Cost due to the closures as well as inventory<br />

writedown amount to € 2,800 thousand in the year <strong>2006</strong>.<br />

Blue-Ice (Sjóvík ehf.) sold it´s share in a Russian shipping company<br />

during the year <strong>2006</strong>. Loss due to the sale amounts to € 1,516 thousand.<br />

According to the income statement loss amounted to € 11.4 million for<br />

the year The <strong>Group</strong>’s income amounted to € 1,481.9 million for the<br />

year. According to the balance sheet total assets at year end amounted<br />

to € 906.7 million and stockholders´equity amounted to € 176.2 million.<br />

The equity ratio of the <strong>Group</strong> was 19.4%.<br />

Shareholders at the year end numbered 21,122, up from 245 at the<br />

beginning of the year. At the end of the year four shareholders held<br />

over 10% of outstanding shares, they are:<br />

Share<br />

Landsbanki Luxembourg S.A., Luxembourg ....................... 22.55%<br />

FAB GmbH, Germany ......................................................... 20.22%<br />

Blátjörn ehf., Reykjavík ...................................................... 12.85%<br />

Isp ehf., Reykjavík ............................................................. 12.35%<br />

Magnús Thorsteinsson held 10.81% share at year-end, included in the<br />

share of Landsbanki Luxembourg S.A. above, which acts as custodian<br />

bank.<br />

The Board of Directors proposes that no dividend will be paid to<br />

shareholders. Reference is made to the financial statements regarding<br />

deployment of net loss and other changes in equity.<br />

The Board of Directors of <strong>Icelandic</strong> <strong>Group</strong> Plc. hereby confirm the<br />

Company’s consolidated financial statements for the year <strong>2006</strong> by<br />

means of their signatures.<br />

Reykjavík, 1 March 2007.<br />

Board of Directors:<br />

Magnús Thorsteinsson<br />

Jón Kristjánsson<br />

Aðalsteinn Helgason<br />

Baldur Gudnason<br />

Steingrímur Pétursson<br />

CEO:<br />

Björgólfur Jóhannsson<br />

49


50<br />

Independent Auditors’ <strong>Report</strong><br />

To the Board of Directors and Shareholders of <strong>Icelandic</strong> <strong>Group</strong> Plc.<br />

<strong>Report</strong> on the Consolidated Financial Statements<br />

We have audited the accompanying consolidated financial<br />

statements of <strong>Icelandic</strong> <strong>Group</strong> Plc. and its subsidiaries (“the <strong>Group</strong>”),<br />

which comprise the consolidated balance sheet as at 31 December<br />

<strong>2006</strong>, and the consolidated income statement, consolidated<br />

statement of changes in equity and consolidated cash flow statement<br />

for the year then ended, and a summary of significant accounting<br />

policies and other explanatory notes.<br />

Management’s Responsibility for the Consolidated Financial<br />

Statements<br />

Management is responsible for the preparation and fair presentation<br />

of these consolidated financial statements in accordance with<br />

International Financial <strong>Report</strong>ing Standards as adopted by the EU.<br />

This responsibility includes: designing, implementing and<br />

maintaining internal control relevant to the preparation and fair<br />

presentation of financial statements that are free from material<br />

misstatements, whether due to fraud or error; selecting and applying<br />

appropriate accounting policies; and making accounting estimates<br />

that are reasonable in the circumstances.<br />

Auditor’s Responsibility<br />

Our responsibility is to express an opinion on these consolidated<br />

financial statements based on our audit. We conducted our audit in<br />

accordance with International Standards on Auditing. Those<br />

standards require that we comply with relevant ethical requirements<br />

and plan and perform the audit to obtain reasonable assurance<br />

whether the financial statements are free of material misstatement.<br />

An audit involves performing procedures to obtain audit evidence about<br />

the amounts and disclosures in the financial statements. The procedures<br />

selected depend on our judgement, including the assessment of the risks<br />

of material misstatement of the financial statements, whether due to<br />

fraud or error. In making those risk assessments, we consider internal<br />

control relevant to the entity’s preparation and fair presentation of the<br />

consolidated financial statements in order to design audit procedures<br />

that are appropriate in the circumstances, but not for the purpose of<br />

expressing an opinion on the effectiveness of the entity’s internal control.<br />

An audit also includes evaluating the appropriateness of accounting<br />

policies used and the reasonableness of accounting estimates made by<br />

management, as well as evaluating the overall presentation of the<br />

financial statements.<br />

We believe that the audit evidence we have obtained is sufficient and<br />

appropriate to provide a basis for our opinion.<br />

Opinion<br />

In our opinion, the consolidated financial statements give a true and fair<br />

view of the consolidated financial position of <strong>Icelandic</strong> <strong>Group</strong> Plc. as of<br />

31 December <strong>2006</strong>, and of its consolidated financial performance and its<br />

consolidated cash flows for the year then ended in accordance with<br />

International Financial <strong>Report</strong>ing Standards as adopted by the EU.<br />

Reykjavík, 1 March 2007.<br />

KPMG hf.<br />

Saemundur Valdimarsson<br />

Alexander G. Edvardsson


Consolidated Income Statement for the Year <strong>2006</strong><br />

The notes on pages 55 to 78 are integral part of these consolidated financial statements<br />

Notes <strong>2006</strong> 2005<br />

Sales ................................................................................................................ 1,471,316 1,200,257<br />

Cost of goods sold ........................................................................................... ( 1,316,606 ) ( 1,084,702 )<br />

___________ ___________<br />

Gross profit ................................................................................................... 154,710 115,555<br />

Other operating income ................................................................................... 7 10,587 4,761<br />

Operating expenses .......................................................................................... 8 ( 160,533 ) ( 118,057 )<br />

Share of profit of equity accounted investees ................................................. 700 154<br />

___________ ___________<br />

Operating profit ........................................................................................... 5,464 2,413<br />

Finance income ............................................................................................... 2,098 ( 2,014 )<br />

Finance expenses ............................................................................................. ( 26,103 ) ( 19,726 )<br />

___________ ___________<br />

Net finance costs ............................................................................................. 13 ( 24,005 ) ( 21,740 )<br />

___________ ___________<br />

Loss before income tax ................................................................................ ( 18,541 ) ( 19,327 )<br />

Income tax ....................................................................................................... 14, 15 7,118 4,235<br />

___________ ___________<br />

Loss for the year ........................................................................................... ( 11,423 ) ( 15,092 )<br />

___________ ___________<br />

___________ ___________<br />

Attributable to:<br />

Equity holders of the Company ............................................................... ( 11,373 ) ( 15,092 )<br />

Minority interest ...................................................................................... ( 50 ) 0<br />

___________ ___________<br />

Loss for the year ..................................................................................... ( 11,423 ) ( 15,092 )<br />

___________ ___________<br />

Earnings per share:<br />

Basic and diluted loss per share (each share is 1 <strong>Icelandic</strong> króna) ............ 31 ( 0.0040 ) ( 0.0075 )<br />

All amounts are in thousands of euro<br />

51


52<br />

Consolidated Balance Sheet as at 31 December <strong>2006</strong><br />

Assets:<br />

Equity:<br />

Notes <strong>2006</strong> 2005<br />

Property, plant and equipment ............................................................... 16-20 124,403 85,032<br />

Intangible assets ..................................................................................... 21 256,077 171,043<br />

Investments in equity accounted investees ............................................. 22 2,057 859<br />

Other investments .................................................................................. 23 11,062 8,954<br />

Bonds and other long-term receivables .................................................. 3,936 7,947<br />

Deferred tax assets .................................................................................. 34 9,747 1,396<br />

___________ ___________<br />

Total non-current assets 407,282 275,231<br />

___________ ___________<br />

Inventories ............................................................................................... 24 299,157 238,596<br />

Trade and other receivables .................................................................... 25, 26 179,089 146,705<br />

Cash and cash equivalents ....................................................................... 21,222 29,883<br />

___________ ___________<br />

Total current assets 499,468 415,184<br />

___________ ___________<br />

Total assets 906,750 690,415<br />

___________ ___________<br />

___________ ___________<br />

Share capital ........................................................................................... 27 36,912 27,570<br />

Share premium ........................................................................................ 28 151,892 84,873<br />

Reserves (deficit) .................................................................................... 29, 30 ( 12,564 ) 3,377<br />

Retained earnings .................................................................................. 0 882<br />

___________ ___________<br />

Total equity attributable to equity holders of the Company 176,240 116,702<br />

Minority interest ..................................................................................... 1 39<br />

___________ ___________<br />

Total equity 176,241 116,741<br />

___________ ___________<br />

Liabilities:<br />

Loans and borrowings ............................................................................ 32, 33 219,752 137,642<br />

Deferred income tax liability ................................................................... 34 8,430 5,195<br />

___________ ___________<br />

Total non-current liabilities 228,182 142,837<br />

___________ ___________<br />

Loans and borrowings ............................................................................. 32, 33 342,460 296,416<br />

Trade and other payables ........................................................................ 36 159,867 134,421<br />

___________ ___________<br />

Total current liabilities 502,327 430,837<br />

___________ ___________<br />

Total liabilities 730,509 573,674<br />

___________ ___________<br />

Total equity and liabilities 906,750 690,415<br />

___________ ___________<br />

___________ ___________<br />

The notes on pages 55 to 78 are integral part of these consolidated financial statements All amounts are in thousands of euro


Consolidated Statement of Changes in Equity for the Year <strong>2006</strong><br />

2005<br />

Share Share Reserves Retained Minority Total<br />

capital premium (deficit) earnings interest equity<br />

Equity as at 1.1.2005 ........................... 18,678 11,105 ( 11,803 ) 17,779 0 35,759<br />

__________ __________ __________ __________ __________ __________<br />

Currency fluctuations on subsidiaries<br />

not reporting in euros ....................... 12,575 12,575<br />

Loss for the year .................................. ( 15,092 ) ( 15,092 )<br />

__________ __________ __________ __________<br />

Total recognised income and<br />

expense ............................................. 12,575 ( 15,092 ) 0 ( 2,517 )<br />

Dividends paid ..................................... ( 1,805 ) ( 1,805 )<br />

Own shares sold ................................... 1,227 10,189 11,416<br />

Issued share capital .............................. 7,665 63,579 71,244<br />

Own shares with put options<br />

not excercised ................................... 2,605 2,605<br />

Minority interest, change ..................... 39 39<br />

__________ __________ __________ __________ __________ __________<br />

Equity as at 31.12.2005 ................... 27,570 84,873 3,377 882 39 116,741<br />

__________ __________ __________ __________ __________ __________<br />

<strong>2006</strong><br />

Equity as at 1.1.<strong>2006</strong> ........................... 27,570 84,873 3,377 882 39 116,741<br />

__________ __________ __________ __________ __________ __________<br />

Currency fluctuations on subsidiaries<br />

not reporting in euros ....................... ( 16,535 ) ( 16,535 )<br />

Loss for the year .................................. ( 11,373 ) ( 50 ) ( 11,423 )<br />

__________ __________ __________ __________<br />

Total recognised income and<br />

expense ............................................. ( 16,535 ) ( 11,373 ) ( 50 ) ( 27,958 )<br />

Transferred from share premium .......... ( 10,491 ) 10,491 0<br />

Issued share capital .............................. 9,342 77,510 86,852<br />

Own shares with put options<br />

not excercised ................................... 594 594<br />

Minority interest, change ..................... 12 12<br />

__________ __________ __________ __________ __________ __________<br />

Equity as at 31.12.<strong>2006</strong> .................... 36,912 151,892 ( 12,564 ) 0 1 176,241<br />

__________ __________ __________ __________ __________ __________<br />

The notes on pages 55 to 78 are integral part of these consolidated financial statements<br />

All amounts are in thousands of euro<br />

53


54<br />

Consolidated Statement of Cash Flows for the Year <strong>2006</strong><br />

Cash flows from operating activities:<br />

Notes <strong>2006</strong> 2005<br />

Operating profit ..................................................................................................<br />

Difference between operating profit and cash from operations:<br />

5,464 2,413<br />

(Gain) loss on sale of assets .............................................................................. ( 5,682 ) 719<br />

Depreciation, amortisation and impairment losses ............................................. 11 31,482 13,963<br />

Share of profit of equity accounted investees ................................................... ( 700 ) ( 154 )<br />

Change in operating assets and liabilities .......................................................... 39 ( __________ 45,304 ) __________ 23,319<br />

Cash (used in) generated from operations ( 14,740 ) 40,260<br />

Interest income received .................................................................................... 1,565 1,014<br />

Interest expenses paid ........................................................................................ ( 26,888 ) ( 18,814 )<br />

Income tax paid .................................................................................................. ( 2,770 ) ( 3,941 )<br />

__________ __________<br />

Net cash (used in) from operating activities ( 42,833 ) 18,519<br />

__________ __________<br />

Cash flows from investing activities:<br />

Investment in property, plant and equipment ..................................................... ( 26,654 ) ( 12,051 )<br />

Proceeds from sale of property, plant and equipment ........................................ 6,649 2,118<br />

Investment in intangible assets .......................................................................... ( 15 ) ( 2,849 )<br />

Acquisition of subsidiaries, net of cash acquired ................................................. 6 3,484 ( 1,848 )<br />

Proceeds from sale of subsidiaries ..................................................................... 557 0<br />

Investment in shares in associated companies .................................................... ( 3,126 ) 0<br />

Proceeds from sale of shares in associated companies ....................................... 2,649 0<br />

Investment in shares in other companies ............................................................ 0 ( 462 )<br />

Proceeds from sale of other companies ............................................................. 183 0<br />

Dividends received from equity accounted investees ......................................... 0 26<br />

Proceeds from sale of shares in other companies ............................................... 0 3,067<br />

Increase (decrease) in bonds and other receivables ............................................ 3,706 ( 10,062 )<br />

__________ __________<br />

Net cash used in investing activities ( 12,567 ) ( 22,061 )<br />

__________ __________<br />

Cash flows from financing activities:<br />

Minority share in capital stock ........................................................................... ( 12 ) 0<br />

Dividends paid .................................................................................................. 0 ( 1,805 )<br />

Long-term debt proceeds .................................................................................. 68,445 5,146<br />

Long-term debt repaid ...................................................................................... ( 39,773 ) ( 20,880 )<br />

Short-term debt proceeds .................................................................................. __________ 19,534 __________ 31,994<br />

Net cash from financing activities __________ 48,194 __________ 14,455<br />

(Decrease) increase in Cash and Cash Equivalents ................................ ( 7,206 ) 10,913<br />

Effect of Exchange Rate Fluctuations of Cash Held ............................ ( 1,455 ) 1,883<br />

Cash and Cash Equivalents at the beginning of the year ..................... __________ 29,883 __________ 17,087<br />

Cash and Cash Equivalents at the end of the year ................................ __________<br />

21,222 __________<br />

29,883<br />

Investing and financing activities not affecting cash flows .............. 41<br />

The notes on pages 55 to 78 are integral part of these consolidated financial statements All amounts are in thousands of euro


Notes to the Financial Statements<br />

1. <strong>Report</strong>ing entity<br />

<strong>Icelandic</strong> <strong>Group</strong> Plc. is a company domiciled in Borgartún 27, Reykjavík, Iceland. The consolidated financial statements of the Company<br />

as at and for the year ended 31 December <strong>2006</strong> comprise the Company and its subsidiaries (together referred to as the “<strong>Group</strong>”) and<br />

the <strong>Group</strong>´s interest in associates. The <strong>Group</strong> is involved in manufacturing and marketing of seafood in international markets (see<br />

note 5).<br />

2. Basis of preparation<br />

(a) Statement of compliance<br />

The consolidated financial statements have been prepared in accordance with International Financial <strong>Report</strong>ing Standards (IFRSs)<br />

as adopted by EU.<br />

The financial statements were approved by the Board of Directors on 1 March 2007.<br />

(b) Basis of measurement<br />

The consolidated financial statements have been prepared on the historical cost basis except for the following:<br />

<strong>•</strong> Shares in listed companies are measured at fair value.<br />

<strong>•</strong> Derivative financial instruments are measured at fair value .<br />

The methods used to measure fair values are discussed further in note 4.<br />

(c) Functional and presentation currency<br />

The consolidated financial statements are prepared in euro, which is the Company´s functional currency for the year <strong>2006</strong>. All<br />

financial information presented in euro has been rounded to the nearest thousand.<br />

The Company´s functional currency for the year 2005 was the <strong>Icelandic</strong> krona. The change in functional currency from <strong>Icelandic</strong><br />

krona to euro was made as of 1 January <strong>2006</strong> because of changes in the focus of the Company´s operations and primary economic<br />

environment in which the Company operates. The comparative figures for the year 2005 have been translated to euro.<br />

(d) Use of estimates and judgements<br />

The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the<br />

application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ<br />

from these estimates.<br />

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the<br />

period in which the estimate is revised and in any future periods affected.<br />

In particular, information about significant areas of estimation uncertainty and critical judgements in applying accounting policies<br />

that have the most significant effect on the amount recognised in the financial statements are described in the following notes:<br />

<strong>•</strong> Note 6 - business combinations.<br />

<strong>•</strong> Note 21 - measurement of the recoverable amounts of cash-generating units.<br />

All amounts are in thousands of euro<br />

55


56<br />

Notes to the Financial Statements<br />

3. Significant accounting policies<br />

a. Basis of consolidation<br />

(i) Subsidiaries<br />

Subsidiaries are entities controlled by the <strong>Group</strong>. Control exists when the <strong>Group</strong> has the power to govern the financial and<br />

operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that presently<br />

are exercisable are taken into account. The financial statements of subsidiaries are included in the consolidated financial statements<br />

from the date that control commences until the date that control ceases.<br />

(ii) Associates (equity accounted investees)<br />

Associates are those entities in which the <strong>Group</strong> has significant influence, but not control, over the financial and operating policies.<br />

Associates are accounted for using the equity method (equity accounted investees). The consolidated financial statements include<br />

the <strong>Group</strong>’s share of the income and expenses of equity accounted investees, after adjustments to align the accounting policies<br />

with those of the <strong>Group</strong>, from the date that significant influence commences until the date that significant influence ceases. When<br />

the <strong>Group</strong>’s share of losses exceeds its interest in an equity accounted investee, the carrying amount of that interest is reduced to<br />

nil and recognition of further losses is discontinued except to the extent that the <strong>Group</strong> has an obligation or has made payments<br />

on behalf of the investee.<br />

(iii) Transactions eliminated on consolidation<br />

Intra-group balances and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the<br />

consolidated financial statements. Unrealised gains arising from transactions with equity accounted investees are eliminated<br />

against the investment to the extent of the <strong>Group</strong>’s interest in the investee. Unrealised losses are eliminated in the same way as<br />

unrealised gains, but only to the extent that there is no evidence of impairment.<br />

b. Foreign currency<br />

(i) Foreign currency transactions<br />

Transactions in foreign currencies are translated at the respective functional currencies of <strong>Group</strong> entities at exchange rates at the<br />

dates of the transaction. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to<br />

the functional currency at the exchange rate at that date. The foreign currency gain or loss on monetary items is the difference<br />

between amortised cost in the functional currency at the beginning of the period, adjusted for effective interest and payments<br />

during the period, and the amortised cost in foreign currency translated at the exchange rate at the end of the period. Nonmonetary<br />

assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional<br />

currency at the exchange rate at the date that the fair value was determined. Foreign currency differences arising on retranslation<br />

are recognised in profit or loss.<br />

(ii) Foreign operations<br />

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated<br />

to euro at exchange rates at the reporting date. The income and expenses of foreign operations are translated to euro at exchange<br />

rates at the date of transations.<br />

Foreign currency differences are recognised directly in equity. Since 1 January 2004, the <strong>Group</strong>´s date of transition to IFRSs, such<br />

differences have been recognised in the foreign currency translation reserve (FCTR). When a foreign operation is disposed of, in<br />

part or in full, the relevant amount in the FCTR is transferred to profit or loss.<br />

c. Financial instruments<br />

(i) Non-derivative financial instruments<br />

Non-derivative financial instruments comprise investments in equity and debt securities, trade and other receivables, cash and cash<br />

equivalents, loans and borrowings, and trade and other payables.<br />

Non-derivative financial instruments are recognised initially at fair value plus, for instruments not at fair value through profit and<br />

loss, any directly attributable translation costs, except as described below. Subsequent to initial recognition non-derivative financial<br />

instruments are measured as described below.<br />

A financial instrument is recognised if the <strong>Group</strong> becomes a party to the contractual provisions of the instrument. Financial assets<br />

are derecognised if the <strong>Group</strong>´s contractual rights to the cash flows from the financial assets expire or if the <strong>Group</strong> transfers the<br />

financial asset to another party without retaining control or substantially all risks and rewards of the asset. Regular way purchases<br />

All amounts are in thousands of euro


3. c. continued<br />

and sales of financial assets are accounted for at trade date, i.e. the date that the <strong>Group</strong> commits itself to purchase or sell the asset.<br />

Financial liabilities are derecognised if the <strong>Group</strong>´s obligations specified in the contract expire or are discharged or cancelled.<br />

Cash and cash equivalents comprise cash balances and call deposits.<br />

Accounting for finance income and expenses is discussed in note 1 l.<br />

Held-to-maturity investments<br />

If the <strong>Group</strong> has the positive intent and ability to hold debt securities to maturity, then they are classified as held-to-maturity.<br />

Held-to-maturity investments are measured at amortised cost using the effective interest method, less any impairment losses.<br />

Investments at fair value through profit or loss<br />

An instrument is classified as at fair value through profit or loss if it is held for trading or is designated as such upon initial<br />

recognition. Financial instruments are designated at fair value through profit or loss if the <strong>Group</strong> manages such investments and<br />

makes purchases and sale decision based on their fair value. Upon initial recognition, attributable translation costs are recognised<br />

in profit or loss when incurred. Financial instruments at fair value through profit or loss are measured at fair value, and changes<br />

therein are recognised in profit or loss.<br />

Other<br />

Other non-derivative financial instruments are measured at amortised cost using the effective interest method, less any impairment<br />

losses.<br />

(ii) Derivative financial instruments<br />

The <strong>Group</strong> holds derivative financial instruments to hedge its foreign currency and interest rate risk exposures. Embedded derivatives<br />

are separated from the host contract and accounted for separately if the economic characteristics and risks of the host contract and<br />

the embedded derivative are not closely related, a separate instrument with the same terms as the embedded derivative would meet<br />

the definition of a derivative, and the combined instrument is not measured at fair value through profit or loss.<br />

Derivatives are recognised initially at fair value; attributable transaction costs are recognised in profit or loss when incurred.<br />

Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are accounted for as described<br />

below.<br />

(iii) Economic hedges<br />

Hedge accounting is not applied to derivative financial instruments that economically hedge monetary assets and liabilites<br />

denominated in foreign currencies. Changes in the fair value of such derivatives are recognised in profit or loss as part of foreign<br />

currency gains and losses.<br />

(iv) Share capital<br />

Ordinary shares<br />

Incremental costs directly attributable to issue of ordinary shares and share options are recognised as a deduction from equity.<br />

Repurchase of share capital<br />

When share capital recognised as equity is repurchased, the amount of the consideration paid, including directly attributable costs,<br />

is recognised as a deduction from equity. Repurchased shares are classified as treasury shares and are presented as a deduction<br />

from total equity.<br />

Put option agreements<br />

When the Company sells treasury shares to its employees with put options, i.e. the right to sell the shares back to the Company at<br />

the purchase price, the equity is not increased. The equity will be increased if the put option is not exercised. In the financial<br />

statements the nominal value of share capital and share premium is increased, but other reserves decreased. Respectively a liability<br />

is recognised among other liabilities, amounting to the sales price of the shares in question.<br />

Purchase of shares in the Company by employees<br />

Some employees of the <strong>Group</strong> received 29 million shares in the Company in 2005. When the shares were purchased the employees<br />

signed promissory notes which will expire if the employees will continue to work for the Company for five years. The cost is<br />

expensed during the same period.<br />

All amounts are in thousands of euro<br />

Notes to the Financial Statements<br />

57


58<br />

Notes to the Financial Statements<br />

3. c. continued<br />

(v) Dividends<br />

Dividends are recognised as a decrease in equity in the period in which they are approved by the Company’s shareholders.<br />

d. Property, plant and equipment<br />

(i) Recognition and measurement<br />

Items of property, plant and equipment are measured at cost less accumulated depreciation and impairment losses. Cost includes<br />

expenditures that are directly attributable to the acquisition of the asset. Purchased software that is integral to the functionality<br />

of the related equipment is capitalised as part of that equipment.<br />

(ii) Subsequent costs<br />

The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount of the item if it is<br />

probable that the future economic benefits embodied within the part will flow to the <strong>Group</strong> and its cost can be measured reliably.<br />

The costs of the day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred.<br />

(iii) Depreciation<br />

Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of each part of an item of<br />

property, plant and equipment. Leased assets are depreciated over the shorter of the lease term or their useful lives. Land is not<br />

depreciated. The estimated useful lives for the current and comparative periods are as follows:<br />

Useful lives<br />

Buildings ................................................................................................................................................. 10-50 years<br />

Ships ....................................................................................................................................................... 15 years<br />

Other fixed assets ................................................................................................................................... 5-10 years<br />

Depreciation methods, useful lives and residual values are reassessed at the reporting date.<br />

e. Intangible assets<br />

(i) Goodwill<br />

Goodwill (negative goodwill) arises on the acquisition of subsidiaries and associates.<br />

Acquisitions prior to 1 January 2004<br />

The classification and accounting for of business combinations that occurred prior to 1 January 2004 has not been restated in<br />

preparing the <strong>Group</strong>’s opening IFRS balance sheet as at 1 January 2004. In respect of acquisitions prior to this date, goodwill<br />

represents the amount recognised under the <strong>Group</strong>´s previous accounting framework, <strong>Icelandic</strong> GAAP.<br />

Acquisitions on or after 1 January 2004<br />

For acquisitions on or after 1 January 2004, goodwill represents the excess of the cost of the acquisition over the <strong>Group</strong>´s interest<br />

in the net fair value of the identifiable assets, liabilities and contingent liabilities of the acquiree. When the excess is negative<br />

(negative goodwill), it is recognised immediately in profit or loss.<br />

Acquisitions of minority interests<br />

Goodwill arising on the acquisition of a minority interest in a subsidiary represents the excess of the cost of the additional investment<br />

over the carrying amount of the net assets acquired at the date of exchange.<br />

Subsequent measurements<br />

Goodwill is measured at cost less accumulated impairment losses. In respect of equity accounted investees, the carrying amount of<br />

goodwill is included in the carrying amount of the investment.<br />

(ii) Other intangible assets<br />

Other intangible assets that are acquired by the <strong>Group</strong>, which have finite useful lives, are measured at cost less accumulated<br />

amortisation and accumulated impairment losses.<br />

(iii) Subsequent expenditure<br />

Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which<br />

it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in profit and loss<br />

when incurred.<br />

All amounts are in thousands of euro


3. e. continued<br />

(iv) Amortisation<br />

Amortisation is recognised in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than<br />

goodwill, from the date that they are available for use. The estimated useful lives for the current and comparative periods are as<br />

follows:<br />

Useful lives<br />

Business relationship .............................................................................................................................. 5-15 years<br />

Patents .................................................................................................................................................... 3 years<br />

Software ................................................................................................................................................. 3 - 5 years<br />

f. Inventories<br />

Inventories are measured at the lower of cost and net realisable value. The cost of inventories is based on the first-in-first-out<br />

principle, and includes expenditure incurred in acquiring the inventories and bringing them to their existing location and condition.<br />

In the case of manufactured inventories and work in progress, cost includes an appropriate share of production overheads based<br />

on normal operating capacity. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated<br />

costs of completion and selling expenses.<br />

g. Impairment<br />

(i) Financial assets<br />

A financial asset is considered to be impaired if objective evidence indicates that one or more events have had a negative effect on<br />

the estimated future cash flows of that asset.<br />

An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying<br />

amount, and the present value of the estimated future cash flows discounted at the original effective interest rate.<br />

Individually significant assets are tested for impairment on a individual basis. The remaining financial assets are assessed collectively<br />

in groups that share similar credit risk characteristics.<br />

All impairment losses are recognised in profit or loss.<br />

An impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was<br />

recognised. For financial assets measured at amortised cost the reversal is recognised in profit or loss.<br />

(ii) Non financial assets<br />

The carrying amount of the <strong>Group</strong>´s non-financial assets, other than inventories and deferred tax assets, are reviewed at each<br />

reporting date to determine whether there is any indication of impairment. If any such indication exists then the asset´s recoverable<br />

amount is estimated. For goodwill and intangible assets that have indefinite lives or that are not yet available for use, recoverable<br />

amount is estimated at each reporting date.<br />

An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. A<br />

cash-generating unit is the smallest identifiable asset group that generates cash flows that largely are independent from other<br />

assets and groups. Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of cash-generating<br />

units are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying<br />

amount of the other assets in the unit (group of units) on a pro rata basis.<br />

The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In<br />

assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that<br />

reflects current market assessments of the time value of money and the risks specific to the asset.<br />

An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised in prior periods<br />

are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is<br />

reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed<br />

only to the extent that the asset´s carrying amount does no exceed the carrying amount that would have been determined, net of<br />

depreciation or amortisation, if no impairment loss had been recognised.<br />

All amounts are in thousands of euro<br />

Notes to the Financial Statements<br />

59


60<br />

Notes to the Financial Statements<br />

h. Employee benefits<br />

(i) Share-based payment transactions<br />

The Company entered into an agreement with some of the <strong>Group</strong>’s key personnel allowing them to buy shares in the Company<br />

from the Company at market price. The agreements state that the personnel involved have the right to sell the shares back to the<br />

Company. The fair value of the agreements has been calculated according to IFRS 2 and recognised among salary and salaryrelated<br />

expenses and as a liability. The fair value is initially measured at grant date and spread over the period during which the<br />

employees earn the aforementioned right to sell.<br />

i. Provisions<br />

A provision is recognised in the balance sheet if, as a result of a past event, the <strong>Group</strong> has a present legal or constructive obligation<br />

that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation.<br />

Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments<br />

of the time value of money and the risks specific to the liability.<br />

(i) Restructuring<br />

A provision for restructuring is recognised when the <strong>Group</strong> has approved a detailed and formal restructuring plan, and the<br />

restructuring either has commenced or has been announced publicly. Future operating costs are not provided for.<br />

j. Revenue<br />

(i) Goods sold<br />

Revenue from the sale of goods is measured at the fair value of the consideration received or receivable, net of returns and<br />

allowances, trade discounts and volume rebates. Revenues is recognised when the significant risks and rewards of ownership have<br />

been transferred to the buyer, recovery of the consideration is probable, the associated costs or the possible return of goods can<br />

be estimated reliably, and there is no continuing management involvement with the goods.<br />

Transfers of risks and rewards vary depending on the individual terms of the contract of sale.<br />

(ii) Other operating revenue<br />

Other operating revenue comprises the gain on the sale of property, plant and equipment, commissions and other revenue.<br />

k. Lease payments<br />

Payments made under operating leases are recognised in profit or loss on a straight-line basis over the term of the lease. Lease<br />

incentives received are recognised as an integral part of the total lease expense, over the term of the lease.<br />

Minimum lease payments made under finance leases are apportioned between the finance expenses and the reduction of the<br />

outstanding liability. The finance expense is allocated to each period during the lease term so as to produce a constant periodic<br />

rate of interest on the remaining balance of the liability. Contingent lease payments are accounted for by revising the minimum<br />

lease payments over the remaining term of the lease when the lease adjustment is confirmed.<br />

l. Finance income and expense<br />

Finance income comprises interest income on funds invested, dividend income, changes in the fair value of financial assets at fair<br />

value through profit or loss, foreign currency gains, and gains on hedging instruments that are recognised in profit or loss. Interest<br />

income is recognised as it accrues, using the effective interest method. Dividend income is recognised on the date that the<br />

<strong>Group</strong>´s right to receive payment is established, which in the case of quoted securities is the ex-dividend date.<br />

Finance expenses comprise interest expense on borrowings, unwinding of the discount on provisions, foreign currency losses,<br />

changes in the fair value of financial assets at fair value through profit or loss, impairment losses recognised on financial assets,<br />

and losses on hedging instruments that are recognised in profit or loss. All borrowing costs are recognised in profit or loss using<br />

the effective interest method.<br />

m. Income tax expense<br />

Income tax expense comprises current and deferred tax. Income tax expense is recognised in profit or loss except to the extent<br />

that it relates to items recognised directly in equity, in which case it is recognised in equity.<br />

All amounts are in thousands of euro


3. m. continued<br />

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the<br />

reporting date, and any adjustment to tax payable in respect of previous years.<br />

Deferred tax is recognised using the balance sheet method, providing for temporary differences between the carrying amounts of<br />

assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised<br />

for the following temporary differences: the initial recognition of goodwill, the initial recognition of assets and liabilities in a<br />

translation that is not a business combination and that affects neither accounting nor taxable profit, and differences relating to<br />

investments in subsidiaries to the extent that they probably will not reverse in the foreseeable future. Deferred tax is measured at<br />

the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been<br />

enacted or substantively enacted by the reporting date.<br />

A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which<br />

temporary difference can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it<br />

is no longer probable that the related tax benefit will be realised.<br />

Additional income taxes that arise from the distribution of dividends are recognised at the same time as the liability to pay the<br />

related dividend is recognised.<br />

n. Earnings per share<br />

The <strong>Group</strong> presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the<br />

profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding<br />

during the period. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted<br />

average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares.<br />

o. Segment reporting<br />

A segment is a distinguishable component of the <strong>Group</strong> that is engaged either in providing related products or services (business<br />

segment), or in providing products or services within a particular economic environment (geographical segment), which is subject<br />

to risks and rewards that are different from those of other segments. The <strong>Group</strong>´s primary format for segment reporting is based<br />

on business segments.<br />

p. New standards and interpretations not yet adopted<br />

A number of new standards, amendments to standards and interpretations are not yet effective for the year ended 31 December<br />

<strong>2006</strong>, and have not been applied in preparing these consolidated financial statements:<br />

<strong>•</strong> IFRS 7 Financial Instruments: Disclosures and the Amendment to IAS 1 Presentation of Financial Statements: Capital Disclosures<br />

requires extensive disclosures about the significance of financial instruments for an entity´s financial position and performance,<br />

and qualitative and quantitative disclosures on the nature and extent of risks. IFRS 7 and amended IAS 1, which become<br />

mandatory for the <strong>Group</strong>´s 2007 financial statements, will require extensive additional disclosures with respect to <strong>Group</strong>´s<br />

financial instruments and share capital.<br />

<strong>•</strong> IFRS 8 Operating Segments sets out requirements for disclosure of information about an entity’s operating segments and also<br />

about the entity’s products and services, the geographical areas in which it operates, and its major customers. If adopted by the<br />

EU, IFRS 8, which becomes mandatory for the <strong>Group</strong>’s 2009 financial statements, is not expected to have any impact on the<br />

consolidated financial statements.<br />

<strong>•</strong> IFRIC 7 Applying the Restatement Approach under IAS 29 Financial <strong>Report</strong>ing in Hyperinflationary Economies addresses the<br />

application of IAS 29 when an economy first becomes hyperinflationary and in particular the accounting for deferred tax. IFRIC<br />

7, which becomes mandatory for the <strong>Group</strong>’s 2007 financial statements, is not expected to have any impact on the consolidated<br />

financial statements.<br />

<strong>•</strong> IFRIC 8 Scope of IFRS 2 Share-based Payment addresses the accounting for share-based payment transactions in which some or<br />

all of goods or services received cannot be specifically identified. IFRIC 8 will become mandatory for the <strong>Group</strong>’s 2007 financial<br />

statements, with retrospective application required. The <strong>Group</strong> has not yet determined the potential effect of the<br />

interpretation.<br />

All amounts are in thousands of euro<br />

Notes to the Financial Statements<br />

61


62<br />

Notes to the Financial Statements<br />

3. p. continued<br />

<strong>•</strong> IFRIC 9 Reassessment of Embedded Derivatives requires that a reassessment of whether embedded derivative should be<br />

separated from the underlying host contract should be made only when there are changes to the contract. IFRIC 9, which<br />

becomes mandatory for the <strong>Group</strong>’s 2007 financial statements, is not expected to have any impact on the consolidated financial<br />

statements.<br />

<strong>•</strong> IFRIC 10 Interim Financial <strong>Report</strong>ing and Impairment prohibits the reversal of an impairment loss recognised in a previous<br />

interim period in respect of goodwill, an investment in an equity instrument or a financial asset carried at cost. IFRIC 10 will<br />

become mandatory for the <strong>Group</strong>’s 2007 financial statements.<br />

<strong>•</strong> IFRIC 11 IFRS 2 <strong>Group</strong> and Treasury Share Transactions deals with how certain types of agreements on securities related<br />

payments shall be recognized in the financial statements of a company and its subsidiaries. If adopted by the EU, IFRIC 11<br />

applies for accounting periods starting as of March 1, 2007.<br />

<strong>•</strong> IFRIC 12 Service Concession Arrangements. If adopted by the EU, IFRIC 12 will become mandatory for the <strong>Group</strong>’s 2007<br />

financial statements. IFRIC 12 is not expected to have any impact on the consolidated financial statements of the <strong>Group</strong>.<br />

4. Determination of fair values<br />

A number of the <strong>Group</strong>´s accounting policies and disclosures require the determination of fair value, for both financial and nonfinancial<br />

assets and liabilities. Fair values have been determined for measurement and / or disclosure purposes based on the following<br />

methods. Where applicable, further information about the assumptions made in determining fair values is disclosed in the notes<br />

specific to that asset or liability.<br />

(i) Property, plant and equipment<br />

The fair value of property, plant and equipment recognised as a result of a business combination is based on market values. The<br />

market value of property is the estimated amount for which a property could be exchanged on the date of valuation between a<br />

willing buyer and a willing seller in an arm´s length transaction after proper marketing wherein the parties had each acted<br />

knowledgeably, prudently and without compulsion. The market value of items of plant, equipment, fixtures and fittings is based<br />

on the quoted market prices for similar items.<br />

(ii) Intangible assets<br />

The fair value of patents and trademarks acquired in a business combination is based on the discounted estimated royalty payments<br />

that have been avoided as a result of the patent or trademark being owned. The fair value of other intangible assets is based on<br />

the discounted cash flows expected to be derived form the use and eventually sale of the assets.<br />

(iii) Inventory<br />

The fair value of inventory acquired in a business combination is determined based on its estimated selling price in the ordinary<br />

course of business less the estimated costs of completion and sale, and a reasonable profit margin based on the effort required to<br />

complete and sell the inventory.<br />

(iv) Trade and other receivables<br />

The fair value of trade and other receivables is estimated as the present value of future cash flows, discounted at the market rate<br />

of interest at the reporting date.<br />

(v) Derivatives<br />

The fair value of forward exchange contracts is based on their listed market price, if available. If a listed market price is not<br />

available, the fair value is estimated by discounting the difference between the contractual forward price and the current forward<br />

price for the residual maturity of the contract using a risk-free interest rate (based on government bonds).<br />

The fair value of interest rate swaps is based on broker quotes. Those quotes are tested for reasonableness by discounting<br />

estimated future cash flows based on the terms and maturity of each contract and using market interest rates for a similar<br />

instrument at the measurement date.<br />

(vi) Non-derivative financial liabilities<br />

Fair value, which is determined for disclosure purposes, is calculated based on the present value of future principal and interest<br />

cash flows, discounted at the market rate of interest at the reporting date. In respect of the liability component of convertible<br />

notes, the market rate of interest is determined by reference to similar liabilities that do not have a conversion option. For finance<br />

leases the market rate of interest is determined by reference to similar lease agreements.<br />

All amounts are in thousands of euro


4. continued<br />

(vii) Share-based payment transactions<br />

The fair value of employee stock options is measured using a binomial lattice model. The fair value of share appreciation rights is<br />

measured using the Black-Scholes formula. Measurement inputs include share price on measurement date, excercise price of the<br />

instrument, expected volatility (based on weighted average historic volatility adjusted for changes expected due to publicly<br />

available information), weighted average expected life of the instruments (based on historical experience and general option<br />

holder behaviour), expected dividends, and the risk-free interest rate (based on government bonds). Service and non-market<br />

performance conditions attached to the transactions are not taken into account in determining fair value.<br />

Segment <strong>Report</strong>ing<br />

5. Segment information is presented in respect of the <strong>Group</strong>’s business and geographical segments. The primary format, business<br />

segments, is based on the <strong>Group</strong>´s management and internal reporting structure.<br />

Inter-segment pricing is determined on an arm’s length basis.<br />

Segment results, assets, liabilities and cash flow include items directly attributable to a segment as well as those that can be allocated<br />

on a reasonable basis. Unallocated items comprise mainly investments and related revenue, loans and borrowings and related expenses,<br />

head office expenses, and income tax assets and liabilities.<br />

Segment capital expenditure is the total cost incurred during the period to acquire property, plant and equipment, and intangible<br />

assets other than goodwill.<br />

Business segments<br />

Companies that process seafood into value added products are grouped as production companies. Sales- and marketing companies are<br />

companies that handle the sales and marketing of seafood without further processing. Holding and service companies are the parent<br />

company and companies that provide logistic and quality service to other group companies.<br />

Geographical segments<br />

In presenting information on the basis of geographical segments, segment revenues and segment assets are based on the geographical<br />

location of the assets.<br />

Business segments<br />

Sales and Holding and<br />

Production marketing servicing<br />

<strong>2006</strong> companies companies companies Eliminations Consolidated<br />

Sales to external customers ............................. 1,085,135 357,870 28,311 0 1,471,316<br />

Inter-segment sales ......................................... __________ 121,173 __________ 130,983 __________ 7,021 ( __________ 259,177 ) __________ 0<br />

Total segment sales ......................................... __________ 1,206,308 __________ 488,853 __________ 35,332 ( __________ 259,177 ) __________ 1,471,316<br />

Segment result ................................................ ( 172 ) 4,306 630 4,764<br />

Net finance costs ............................................. ( 20,981 ) ( 5,670 ) 2,646 0 ( 24,005 )<br />

Share of profit of equity accounted investees .. __________ 32 __________ 0 __________ 668 __________ 0 __________ 700<br />

(Loss) profit before income tax ........................ ( 21,121 ) ( 1,364 ) 3,944 0 ( 18,541 )<br />

Income tax ....................................................... __________ 7,396 ( __________ 199 ) ( __________ 79 ) __________ __________ 7,118<br />

(Loss) profit for the year ................................. ( 13,725 ) ( 1,563 ) 3,865 0 ( 11,423 )<br />

Segment assets ................................................ 545,785 167,729 380,918 ( 187,682 ) 906,750<br />

Segment liabilities ........................................... 556,612 174,975 163,113 ( 164,191 ) 730,509<br />

Capital expenditure ......................................... 17,037 2,655 230 0 19,922<br />

Depreciation .................................................... 28,492 1,119 305 0 29,916<br />

Amortisation of intangible assets ..................... 1,540 26 0 0 1,566<br />

All amounts are in thousands of euro<br />

Notes to the Financial Statements<br />

63


64<br />

Notes to the Financial Statements<br />

5. continued<br />

Sales and Holding and<br />

Production marketing servicing<br />

2005 companies companies companies Eliminations Consolidated<br />

Sales to external customers .............................. 790,952 395,521 13,784 0 1,200,257<br />

Inter-segment sales ......................................... __________ 21,073 __________ 133,624 __________ 8,522 ( __________ 163,219) __________ 0<br />

Total segment sales ......................................... __________ 812,025 __________ 529,145 __________ 22,306 ( __________ 163,219 ) __________ 1,200,257<br />

Segment results ............................................... 3,311 257 ( 1,309 ) 0 2,259<br />

Net finance costs ............................................. ( 12,539 ) ( 2,477 ) ( 6,724 ) 0 ( 21,740 )<br />

Share of profit of equity accounted investees .. __________ 0 __________ 0 __________ 154 __________ 0 __________ 154<br />

Loss before income tax .................................... ( 9,228 ) ( 2,220 ) ( 7,879 ) 0 ( 19,327 )<br />

Income tax ...................................................... __________ 4,107 ( __________ 655 ) __________ 783 __________ 0 __________ 4,235<br />

Loss for the year .............................................. ( __________ 5,121 ) ( __________ 2,875 ) ( __________ 7,096 ) __________ 0 ( __________ 15,092 )<br />

Segment assets .............................................. 437,550 193,435 268,492 ( 209,062 ) 690,415<br />

Segment liabilities ........................................... 349,617 165,781 144,462 ( 86,186 ) 573,674<br />

Capital expenditure ......................................... 13,925 639 336 0 14,900<br />

Depreciation .................................................... 8,504 1,386 159 0 10,049<br />

Amortisation of intangible assets ..................... 483 85 48 0 616<br />

Impairment losses on intangible assets ............ 321 2,977 0 0 3,298<br />

Geographical segments<br />

<strong>2006</strong> USA UK<br />

Europe<br />

without UK Asia Eliminations Consolidated<br />

Sales ...................................... 368,880 487,006 539,229 335,378 ( 259,177 ) 1,471,316<br />

Segment assets ...................... 149,643 195,578 658,472 90,739 ( 187,682 ) 906,750<br />

Capital expenditure ................ 4,684 6,557 6,941 1,740 0 19,922<br />

2005<br />

Sales ...................................... 335,498 419,135 277,130 331,713 ( 163,219 ) 1,200,257<br />

Segment assets ...................... 179,836 213,183 379,944 126,514 ( 209,062 ) 690,415<br />

Capital expenditure ................ 1,853 11,930 991 126 0 14,900<br />

Changes within the <strong>Group</strong><br />

6. On 1 November 2005 <strong>Icelandic</strong> <strong>Group</strong> Plc. purchased all shares in Pickenpack-Hussmann & Hahn Seafood GmbH (Pickenpack),<br />

Germany. Shareholders in Pickenpack received 585 million shares in <strong>Icelandic</strong> <strong>Group</strong> Plc., equivalent to 21.25% of total shares in<br />

<strong>Icelandic</strong> <strong>Group</strong> Plc. after the issue. The fair value of these shares amounted to € 72,804 thousand, based on quoted shares. <strong>Icelandic</strong><br />

<strong>Group</strong> Plc. controlled Pickenpack´s operation from 1 January <strong>2006</strong> and included the company in the consolidated financial statements<br />

from that date.<br />

The subsidiary <strong>Icelandic</strong> Packaging ehf. purchased in March all shares in Valdimar Gíslason hf. The purchase price amounted to € 2,694<br />

thousand, taking into consideration cash and cash equivalents. The companies were merged under the name VGI ehf. at 1 April<br />

<strong>2006</strong>.<br />

At the beginning of April <strong>2006</strong> <strong>Icelandic</strong> <strong>Group</strong> Plc. purchased all shares in Saltur Holdings ApS (now <strong>Icelandic</strong> Scandinavia ApS),<br />

Denmark. Shareholders in Saltur Holdings ApS received 135 million shares in <strong>Icelandic</strong> <strong>Group</strong> Plc. The fair value of these shares<br />

amounted to € 13,558 thousand, based on quoted shares. Saltur Holdings ApS is included in the consolidated financial statements<br />

from 1 April <strong>2006</strong>.<br />

All amounts are in thousands of euro


6. continued<br />

<strong>Icelandic</strong> <strong>Group</strong> Plc. issued 5 million new shares in exchange for the operations of MAT Pacific in Seattle USA. The fair value of these<br />

shares amounted to € 490 thousand, based on quoted shares. The operation of MAT Pacific was taken over by a newly founded<br />

Company in Seattle, <strong>Icelandic</strong> Northwest Inc., where <strong>Icelandic</strong> <strong>Group</strong> owns 85% of shares. <strong>Icelandic</strong> Northwest is a part of <strong>Icelandic</strong><br />

<strong>Group</strong>´s consolidated financial statements as of May <strong>2006</strong>.<br />

On 13 July <strong>2006</strong> <strong>Icelandic</strong> <strong>Group</strong> acquired plant premises, equipment, current assets and business contacts of Delpierre frozen division<br />

(previously Alfesca now Pickenpack Gelmer SAS). The total acquisition price is € 13,650 thousand. Formal takeover of the plant took<br />

place 4 September <strong>2006</strong> and the company is included in <strong>Icelandic</strong> <strong>Group</strong>´s consolidated financial statements from that date.<br />

In the table below are shown the effects of the purchase of Pickenpack - Hussmann & Hahn Seafood GmbH, Pickenpack Gelmer SAS,<br />

<strong>Icelandic</strong> Scandinavia ApS (earlier Saltur Holding ApS), Valdimar Gíslason ehf. and <strong>Icelandic</strong> Northwest Inc. on the <strong>Group</strong>’s balance<br />

sheet. The goodwill recognised on the acquisition is attributable mainly to the skills and technical talent of the business´s work force<br />

and the synergies expected to be achieved from integrating the companies into the <strong>Group</strong>´s existing business.<br />

Pre-acq. Recognised<br />

carrying Fair value values on<br />

Pickenpack Hussmann & Hahn GmbH amounts adjustments acquisition<br />

Property, plant and equipment ................................................................... 21,861 18,321 40,182<br />

Intangible assets ......................................................................................... 440 30,329 30,769<br />

Inventories ................................................................................................. 25,345 25,345<br />

Trade and other receivables ........................................................................ 31,099 31,099<br />

Cash and cash equivalents .......................................................................... 4,452 4,452<br />

Non-current liabilities ................................................................................. ( 7,852 ) ( 6,840 ) ( 14,692 )<br />

Current liabilities ........................................................................................ ( __________ 89,708 ) __________ ( __________ 89,708 )<br />

Net identifiable assets and liabilities ........................................................... ( __________ 14,363 ) __________ 41,810 27,447<br />

Goodwill on aquisition ................................................................................. 46,038<br />

Consideration paid, settled with shares ....................................................... ( 72,804 )<br />

Cash aquired ............................................................................................... ( __________ 4,452 )<br />

Acquisition of subsidiaries, net of cash acquired .......................................... ( __________ 3,771 )<br />

Valdimar Gíslason ehf.<br />

Property, plant and equipment ................................................................... 58 58<br />

Inventories .................................................................................................. 812 812<br />

Trade and other receivables ........................................................................ 799 799<br />

Cash and cash equivalents ........................................................................... 263 263<br />

Non-current liabilities ................................................................................. ( 821 ) ( 821 )<br />

Current liabilities ......................................................................................... ( __________ 780 ) __________ ( __________ 780 )<br />

Net identifiable assets and liabilities ........................................................... __________ 331 __________ 0 331<br />

Goodwill on aquisition ................................................................................. 2,363<br />

Purchase price ............................................................................................ 2,694<br />

Short term borrowings ................................................................................. ( 2,677 )<br />

Cash aquired ............................................................................................... ( __________ 263 )<br />

Acquisition of subsidiaries, net of cash acquired ......................................... ( __________ 246 )<br />

All amounts are in thousands of euro<br />

Notes to the Financial Statements<br />

65


66<br />

Notes to the Financial Statements<br />

6. continued<br />

Pre-acq. Recognised<br />

carrying Fair value values on<br />

<strong>Icelandic</strong> Scandinavia ApS amounts adjustments acquisition<br />

Property, plant and equipment .................................................................... 4,199 542 4,741<br />

Intangible assets .......................................................................................... 8,176 6,404 14,580<br />

Inventories ................................................................................................. 9,387 9,387<br />

Trade and other receivables ........................................................................ 5,914 5,914<br />

Cash and cash equivalents .......................................................................... 71 71<br />

Non-current liabilities ................................................................................. ( 9,950 ) ( 9,950 )<br />

Current liabilities ......................................................................................... ( __________ 16,900 ) __________ ( __________ 16,900 )<br />

Net identifiable assets and liabilities ........................................................... __________ 897 __________ 6,946 7,843<br />

Goodwill on aquisition ................................................................................. 5,740<br />

Purchase price ........................................................................................... 13,583<br />

Consideration paid, settled with shares ....................................................... ( 13,558 )<br />

Cash aquired .............................................................................................. ( __________ 71 )<br />

Acquisition of subsidiaries, net of cash acquired ......................................... ( __________ 46 )<br />

<strong>Icelandic</strong> Northwest Inc.<br />

Intangible assets .......................................................................................... 0 1,033 1,033<br />

Trade and other receivables ......................................................................... __________ 51 __________ 0 __________ 51<br />

Net identifiable assets and liabilities ............................................................ __________ 51 __________ 1,033 1,084<br />

Minority interest .......................................................................................... ( 14 )<br />

Purchase price ............................................................................................. 1,084<br />

Settled with shares ...................................................................................... ( __________ 490 )<br />

Acquisition of subsidiaries, net of cash acquired .......................................... __________ 580<br />

Pickenpack Gelmer SAS<br />

Property, plant and equipment .................................................................... 7,250 2,272 9,522<br />

Inventories ................................................................................................... 12,221 12,221<br />

Non-current liabilities ................................................................................. 0 ( 743 ) ( 743 )<br />

Current liabilities ......................................................................................... ( __________ 5,821 ) __________ ( __________ 5,821 )<br />

Net identifiable assets and liabilities ........................................................... __________ 13,650 __________ 1,529 15,179<br />

Negative goodwill ........................................................................................ ( 1,529 )<br />

Purchase price ............................................................................................. 13,650<br />

Short term borrowings ................................................................................. ( __________ 13,650 )<br />

Acquisition of subsidiaries, net of cash acquired .......................................... __________ 0<br />

Other income<br />

7. Other income is specified as follows:<br />

<strong>2006</strong> 2005<br />

Gain on sale of assets ........................................................................................................... 3,528 205<br />

Recognition of negative goodwill .......................................................................................... 1,789 0<br />

Commission and other revenues ........................................................................................... __________ 5,270 __________ 4,556<br />

Other operating income, total .............................................................................................. __________ 10,587 __________ 4,761<br />

All amounts are in thousands of euro


Operating expenses<br />

8. Operating expenses are specified as follows:<br />

<strong>2006</strong> 2005<br />

Salaries and salary-related expenses ..................................................................................... 59,765 46,586<br />

Other operating expenses ..................................................................................................... 84,382 66,171<br />

Depreciation of operating assets, amortisation and impairment losses ................................. __________ 16,386 __________ 5,300<br />

Total operating expenses ..................................................................................................... __________ 160,533 __________ 118,057<br />

9. Salaries and salary-related expenses are specified as follows:<br />

Salaries ................................................................................................................................. 139,753 93,789<br />

Salary-related expenses ....................................................................................................... __________ 21,141 __________ 15,015<br />

Total salaries and salary-related expenses ............................................................................ __________ 160,894 __________ 108,804<br />

Average number of employees (full year equivalents) ........................................................... 4,781 3,172<br />

Positions with the <strong>Group</strong> at the end of the year ................................................................... 4,638 3,293<br />

Salaries and salary-related expenses are allocated as follows on items in the income statement:<br />

Cost of goods sold ................................................................................................................ 101,129 62,218<br />

Operating expenses .............................................................................................................. __________ 59,765 __________ 46,586<br />

Total salaries and salary-related expenses ............................................................................ __________ 160,894 __________ 108,804<br />

10. Salaries and fringe benefits paid to the Board of Directors and key management for their work for companies within the group and<br />

ownership in the Company are specified as follows:<br />

Number of<br />

shares at year-<br />

Salaries and end, in<br />

Board of Directors:<br />

benefits million<br />

Magnús Thorsteinson, Chairman of the Board ....................................................................... 15.4 312.9<br />

Gunnlaugur S. Gunnlaugsson, former Chairman of the Board .................................................. 25.7<br />

Adalsteinn Helgason, Board Member .................................................................................... 10.6<br />

Baldur Örn Gudnason, Board Member .................................................................................... 13.7 108.4<br />

Jón Kristjánsson, Board Member .......................................................................................... 13.7<br />

Páll Magnússon, alternitive Board Member .......................................................................... 2.4<br />

Steingrímur H. Pétursson, alternitive Board Member ............................................................ 2.1<br />

Illugi Gunnarsson, former Board Member ............................................................................. 10.3<br />

Managing Directors:<br />

Björgólfur Jóhannsson, CEO ................................................................................................. 289.0<br />

Ellert Vigfússon, CEO of <strong>Icelandic</strong> USA/Asia ....................................................................... 210.9<br />

Finnbogi Baldvinsson, CEO of <strong>Icelandic</strong> Europe .................................................................... 350.0 604.6<br />

Ævar Agnarsson, CEO of <strong>Icelandic</strong> USA Inc. ......................................................................... 209.6 6.9<br />

Agnar Friðriksson, former CEO of <strong>Icelandic</strong> <strong>Group</strong> UK Ltd. .................................................. 122.2<br />

Gunnar Svavarsson, former CEO ........................................................................................... 264.0<br />

Magnús Gústafsson, former CEO of <strong>Icelandic</strong> USA Inc. ......................................................... 312.9<br />

Þórólfur Árnason, former CEO .............................................................................................. 239.9<br />

Included in the above list of shares held by management and directors are shares held by spouse and dependent children, as well as<br />

shares held by companies controlled by them.<br />

All amounts are in thousands of euro<br />

Notes to the Financial Statements<br />

67


68<br />

Notes to the Financial Statements<br />

10. continued<br />

Several employees of the <strong>Group</strong> have received 29 million shares in the Company. When the shares were purchased the employees<br />

signed promissory notes which will expire if the employees will continue to work for the Company for five years.<br />

Two CEO´s quit their position with the Company during the year 2005. The Company entered into a retirement agreement with Gunnar<br />

Svavarsson. According to the agreement Gunnar will be paid his base salary until the end of May 2007. Þórólfur Árnason left his<br />

position in October 2005. According to his employment agreement he kept his base salary until the end of October <strong>2006</strong>. A salary<br />

commitment due to the retirements amounts to € 89 thousand at year end.<br />

The Company has concluded put option agreements with key employees which obligates the Company to buy back these shares from<br />

10 August 2007 to 10 September 2007 at the rate of ISK 6.4, if the employees so wish.<br />

11. The <strong>Group</strong>’s depreciation charge in the income statement is specified as follows:<br />

<strong>2006</strong> 2005<br />

Depreciation of operating assets, see note 16 .................................................................... 29,916 10,049<br />

Amortisations of intangible assets, see note 21 ................................................................... 1,566 616<br />

Impairment of intangible assets, see note 21 ........................................................................ __________ 0 __________ 3,298<br />

Total ..................................................................................................................................... __________ 31,482 __________ 13,963<br />

Depreciation is allocated as follows on operating items:<br />

Cost of goods sold ............................................................................................................... 15,096 8,663<br />

Operating expenses .............................................................................................................. __________ 16,386 __________ 5,300<br />

Total ..................................................................................................................................... __________ 31,482 __________ 13,963<br />

Auditors’ Fees<br />

12. Auditors’ fees are specified as follows: <strong>2006</strong> 2005<br />

Audit of the financial statements ......................................................................................... 933 578<br />

Review of interim financial statements ................................................................................. 133 218<br />

Other services ....................................................................................................................... __________ 142 __________ 282<br />

Total auditors’ fees ............................................................................................................... __________ 1,208 __________ 1,078<br />

Thereof remuneration to others than KPMG in Iceland ...................................................... 1,089 937<br />

Net finance costs<br />

13. Net finance costs are specified as follows:<br />

Interest income ................................................................................................................... 1,277 1,232<br />

Dividend income .................................................................................................................. 56 116<br />

Fair value changes on shares in other companies .................................................................. 2,280 ( 3,362 )<br />

Loss on sale of shares ........................................................................................................... ( __________ 1,515 ) __________ 0<br />

Finance income, total ........................................................................................................... __________ 2,098 ( __________ 2,014 )<br />

Interest expenses ................................................................................................................. ( 31,964 ) ( 20,098 )<br />

Currency gain ....................................................................................................................... __________ 5,861 __________ 372<br />

Finance expenses, total ........................................................................................................ ( __________ 26,103 ) ( __________ 19,726 )<br />

Net finance expenses, total .................................................................................................. ( 24,005 ) ( 21,740 )<br />

__________ __________<br />

All amounts are in thousands of euro


Income tax<br />

14. Income tax recognised in the income statement are specified as follows:<br />

Income tax payable for the year ............................................................................................ 3,912 616<br />

__________ __________<br />

Deferred income tax expense:<br />

Origination and reversal of temporary differences ................................................................ ( 6,124 ) 2,208<br />

Benefit of tax losses recognized ........................................................................................... ( __________ 4,906 ) ( __________ 7,059 )<br />

Deferred tax expense total ..................................................................................................... ( __________ 11,030 ) ( __________ 4,851 )<br />

Total income tax in the income statement ........................................................................... ( 7,118 ) ( 4,235 )<br />

__________ __________<br />

15. Effective tax rate is specified as follows:<br />

Loss before income tax ....................................................... ( 18,541 ) ( 19,237 )<br />

__________ __________<br />

Income tax using <strong>Icelandic</strong> corporation tax rate ................... 18.0% 3,337 18.0% 3,463<br />

Effect of tax rate in foreign juridictions ............................... 23.0% 4,265 10.7% 2,058<br />

Impact of associates ............................................................ 0.0% 0 0.2% 39<br />

Non-deductable expenses ................................................... ( 2.8% ) ( 522 ) ( 8.0% ) ( 1,517 )<br />

Other items ......................................................................... __________ 0.2% __________ 38 __________ 1.0% __________ 192<br />

Effective tax rate ................................................................. __________ 38.4% __________ 7,118 __________ 21.9% __________ 4,235<br />

Property, plant and equipment<br />

16. Property, plant and equipment and their depreciation is specified as follows:<br />

Buildings<br />

Other<br />

operating<br />

Gross carrying amount<br />

and land assets Total<br />

Balance at 1 January 2005 ......................................................................... 35,760 88,267 124,027<br />

Acquisition and purchases during the year .................................................. 6,276 19,443 25,719<br />

Disposals ..................................................................................................... ( 1,835 ) ( 5,942) ( 7,777 )<br />

Exchange rate differences .......................................................................... __________ 12,223 __________ 14,945 __________ 27,168<br />

Balance at 31 December 2005 ..................................................................... 52,424 116,713 169,137<br />

Purchases during the year ............................................................................ 10,551 16,103 26,654<br />

Disposals ..................................................................................................... ( 8,889 ) ( 16,700 ) ( 25,589 )<br />

Acquisition .................................................................................................. 25,978 26,742 52,720<br />

Exchange rate differences ............................................................................ ( __________ 2,101 ) ( __________ 3,667 ) ( __________ 5,768 )<br />

Balance at 31 December <strong>2006</strong> ..................................................................... __________ 77,963 __________ 139,191 __________ 217,154<br />

Depreciation and impairment losses<br />

Balance at 1 January 2005 .......................................................................... 9,582 54,923 64,505<br />

Acquisitions through business combinations ............................................... 26 1,630 1,656<br />

Depreciation ................................................................................................ 1,283 8,766 10,049<br />

Disposals ...................................................................................................... ( 308 ) ( 5,159 ) ( 5,467 )<br />

Exchange rate differences ........................................................................... __________ 3,688 __________ 9,674 __________ 13,362<br />

Balance at 31 December 2005 ..................................................................... 14,271 69,834 84,105<br />

Acquisitions through business combinations ............................................... 673 2,459 3,132<br />

Depreciation ............................................................................................... 12,813 17,103 29,916<br />

Disposals ..................................................................................................... ( 6,590 ) ( 14,311 ) ( 20,901 )<br />

Exchange rate differences ........................................................................... ( __________ 1,106 ) ( __________ 2,395 ) ( __________ 3,501 )<br />

Balance at 31 December <strong>2006</strong> .................................................................... __________ 20,061 __________ 72,690 __________ 92,751<br />

All amounts are in thousands of euro<br />

Notes to the Financial Statements<br />

69


70<br />

Notes to the Financial Statements<br />

16. continued<br />

Carrying amounts<br />

1.1.2005 .................................................................................................... __________ 26,178 __________ 33,344 __________ 59,522<br />

31.12.2005 ................................................................................................. __________ 38,153 __________ 46,879 __________ 85,032<br />

31.12.<strong>2006</strong> ................................................................................................. __________ 57,902 __________ 66,501 __________ 124,403<br />

Depreciation ratios ...................................................................................... 2-10% 10-20%<br />

Financing leases<br />

17. Equipment and machinery for which the company has concluded lease agreements are capitalized despite the ownership right of the<br />

lessor according to the agreements. The remaining balance of the lease agreements amounted to € 1,645 thousand at year-end <strong>2006</strong><br />

(2005: € 7,450 thousand).<br />

Operating leases<br />

18. The company has entered into operating lease contracts for machinery and production equipment. Commitments from these contracts<br />

amount to € 19,136 thousand at year-end (2005: € 1,745 thousand) and they are not included in the balance sheet.<br />

The increase in due to <strong>Icelandic</strong> USA´s restructuring its cold store and distribution logistics.<br />

Mortgages and Guarantees<br />

19. Mortages and guarantees for debt with a remaining balance of € 115,848 thousand (2005: € 94,402 thousand) were registered against<br />

the <strong>Group</strong>´s assets at year-end <strong>2006</strong>.<br />

Insurance value<br />

20. Insurance and book value at year-end <strong>2006</strong> were as follows:<br />

<strong>2006</strong> 2005<br />

Insurance value of buildings ........................................................................................................ 122,819 77,782<br />

Book value of buildings ................................................................................................................ 57,902 38,153<br />

Insurance value of other operating assets .................................................................................... 161,830 85,340<br />

Book value of other operating assets ........................................................................................... 66,501 46,879<br />

Intangible assets<br />

21. The <strong>Group</strong>’s intangible assets are specified as follows: Other<br />

Business intangible<br />

Cost<br />

Goodwill Trademarks relationships assets Total<br />

Balance at 1.1 2005 ......................................... 65,887 12 180 2,271 68,350<br />

Acquisitions during the year ............................ 90,991 6,443 2,297 937 100,668<br />

Disposals .......................................................... ( 154 ) 0 0 ( 667 ) ( 821 )<br />

Exchange rate differences ................................ __________ 6,869 __________ 325 __________ 127 __________ 213 __________ 7,534<br />

Balance at 31.12.2005 ..................................... 163,593 6,780 2,604 2,754 175,731<br />

Purchases during the year ............................... 15 15<br />

Acquisitions during the year ............................. 59,486 22,791 14,817 1,367 98,461<br />

Disposals .......................................................... ( 5,316 ) ( 4 ) 12 ( 155 ) ( 5,463 )<br />

Exchange rate differences ............................... ( __________ 8,113 ) ( __________ 688 ) ( __________ 267 ) ( __________ 146 ) ( __________ 9,214 )<br />

Balance at 31.12.<strong>2006</strong> ..................................... __________ 209,650 __________ 28,894 __________ 17,166 __________ 3,820 __________ 259,530<br />

All amounts are in thousands of euro


21. continued<br />

Amortisations and impairment losses<br />

Other<br />

Business intangible<br />

Goodwill Trademarks relationships assets Total<br />

Balance at 1.1.2005 ......................................... 120 0 48 1,081 1,249<br />

Amortisation for the year ................................. 0 0 193 423 616<br />

Impairment loss ............................................... 3,298 0 0 0 3,298<br />

Disposals .......................................................... 164 0 15 114 293<br />

Exchange rate difference ................................. ( __________ 51 ) __________ 0 __________ 0 ( __________ 717 ) __________ ( 768 )<br />

Balance at 31.12.2005 ..................................... 3,531 0 256 901 4,688<br />

Amortisation for the year ................................. 0 2 1,038 526 1,566<br />

Disposals .......................................................... ( 3,200 ) 6 2 501 ( 2,691 )<br />

Exchange rate differences ............................... ( __________ 34 ) __________ 0 ( __________ 46 ) ( __________ 30 ) ( __________ 110 )<br />

Balance at 31.12.<strong>2006</strong> ..................................... __________ 297 __________ 8 __________ 1,250 __________ 1,898 __________ 3,453<br />

Carrying amounts<br />

1.1.2005 .......................................................... __________ 65,767 __________ 12 __________ 132 __________ 1,190 __________ 67,101<br />

31.12.2005 ....................................................... __________ 160,062 __________ 6,780 __________ 2,348 __________ 1,853 __________ 171,043<br />

31.12.<strong>2006</strong> ....................................................... __________ 209,353 __________ 28,886 __________ 15,916 __________ 1,922 __________ 256,077<br />

Depreciations ratios ........................................ 10-20% 4-15%<br />

Impairment test<br />

For the purpose of impairment testing, goodwill is allocated to the <strong>Group</strong>’s operating entity’s which represent the lowest level within<br />

the <strong>Group</strong>, at which the goodwill is monitored for internal management purposes. The Goodwill is tested annually for impairment, or<br />

more frequently if there are indications that goodwill might be impaired.<br />

The aggregate carrying amounts of goodwill allocated to each unit are as follows:<br />

Pickenpack Hussmann & Hahn GmbH ........................................................................................................... 44,639<br />

Seachill Ltd. .................................................................................................................................................. 58,553<br />

<strong>Icelandic</strong> USA Inc. ......................................................................................................................................... 51,607<br />

Sjóvík ehf. ..................................................................................................................................................... 28,796<br />

<strong>Icelandic</strong> Scandinavia ApS ............................................................................................................................. 12,971<br />

Coldwater UK Ltd. ......................................................................................................................................... 10,025<br />

VGI ehf. ........................................................................................................................................................ 2,432<br />

Fiskval ehf. .................................................................................................................................................... __________ 330<br />

Total goodwill ................................................................................................................................................ __________ 209,353<br />

The operating value of each unit in use was determined by discounting the future cash flow generated from the continuing use of the<br />

unit and was based on the following key assumptions:<br />

Cash flows were projected based on five year business plan for each unit approved by management. Cash flows for future periods are<br />

extrapolated using a constant growth rate.<br />

The anticipated annual real revenue growth rate in the cash flow projection was 2% to 10% for the years 2007 to 2011 and 2% for the<br />

future growth rate.<br />

The discount rate of 7% to 11% was applied in determining the value of the cash flow. The discount rate was estimated based on the<br />

companies weighted average cost of capital which was based on an industry average of debt leveraging.<br />

Impairment tests for cash-generating units containing goodwill and trademarks<br />

All the carrying amount of goodwill is related to the production companies.<br />

Trademarks purchased and aquired are capitalised by the <strong>Group</strong>´s production companies.<br />

All amounts are in thousands of euro<br />

Notes to the Financial Statements<br />

71


72<br />

Notes to the Financial Statements<br />

Equity accounted investees<br />

22. The carrying amount of the <strong>Group</strong>’s investments in equity accounted investees are specified as follows:<br />

Share <strong>2006</strong> Share 2005<br />

Maru Seafood P/F, Faroe Islands ................................................ 33.0% 1,879 50.0% 859<br />

Coldwater Shellfish Ltd., UK ....................................................... 50.0% 0 50.0% 0<br />

Clarke <strong>Icelandic</strong> Partners Ltd., Canada ........................................ 50.0% __________ 178 - __________ 0<br />

Total investments in associates .................................................. __________ 2,057 __________ 859<br />

At year-end the <strong>Group</strong>’s accumulated share in the loss of Coldwater Shellfish Ltd. is higher than the carrying amount, there for the<br />

carrying amount is reduced to nil. The difference reduces a loan to the company.<br />

Financial informations on equity accounted investees <strong>2006</strong> - 100%:<br />

Profit<br />

Assets Liabilities Equity Income (loss)<br />

Maru Seafood P/F, Faroe Islands ................... 36,226 ( 30,632 ) 5,594 26,202 ( 162 )<br />

Coldwater Shellfish Ltd., UK ............................ 1,810 ( 2,793 ) ( 983 ) 4,626 64<br />

Clarke <strong>Icelandic</strong> Partners Ltd. Canada .............. __________ 781 ( __________ 425 ) __________ 356 __________ 2,025 __________ 1,575<br />

Total ................................................................ __________ 38,817 ( __________ 33,850 ) __________ 4,967 __________ 32,853 __________ 1,477<br />

Financial informations on equity accounted investees 2005 - 100%:<br />

Assets Liabilities Equity Income Profit<br />

Maru Seafood P/F, Faroe Islands ................... 4,551 ( 2,779 ) 1,772 12,051 205<br />

Coldwater Shellfish Ltd., UK ........................... __________ 2,054 ( __________ 3,101 ) ( __________ 1,047 ) __________ 5,159 __________ 92<br />

Total ............................................................... __________ 6,605 ( __________ 5,880 ) __________ 725 __________ 17,210 __________ 297<br />

Investments in other companies<br />

23. The <strong>Group</strong>’s investments in other companies is specified as follows:<br />

<strong>2006</strong> 2005<br />

Carrying Carrying<br />

Share amount Share amount<br />

Fishery Product International Ltd., Canada ................................. 15.8% 10,868 14.9% 8,592<br />

Other companies (7/7) ............................................................... __________ 194 __________ 362<br />

Total investments in other companies ......................................... __________ 11,062 __________ 8,954<br />

Inventories<br />

24. Inventories are specified as follows:<br />

<strong>2006</strong> 2005<br />

Raw material and work in process ......................................................................................... 154,857 119,506<br />

Finished goods ..................................................................................................................... __________ 144,300 __________ 119,090<br />

Total inventories .................................................................................................................. __________ 299,157 __________ 238,596<br />

Trade and other receivables<br />

25. Trade and other receivables are specified as follows:<br />

Trade receivables ................................................................................................................. 159,291 124,862<br />

Other receivables ................................................................................................................ 15,686 16,767<br />

Prepaid expenses ................................................................................................................. __________ 4,112 __________ 5,076<br />

Total trade and other receivables ......................................................................................... __________ 179,089 __________ 146,705<br />

All amounts are in thousands of euro


26. Provision for losses on trade and other receivables are specified as follows:<br />

<strong>2006</strong> 2005<br />

Provision at 1 January .......................................................................................................... 2,054 1,501<br />

Actual losses during the year ................................................................................................ ( 266 ) ( 128 )<br />

Provision for the year ............................................................................................................ 656 501<br />

Exchange rate difference ..................................................................................................... ( __________ 84 ) __________ 180<br />

Provision at 31 December .................................................................................................... __________ 2,360 __________ 2,054<br />

Equity<br />

27. Issued shares<br />

The Company’s total number of shares according to its Articles of Association are 2,893 million (2005: 2,168 million). Issued shares<br />

at year-end numbered 2,893 million (2005: 2,168 million) and is all paid for. The holders of ordinary shares are entitled to dividends<br />

as declared from time to time and are entitled to one vote per share of one ISK at meetings of the Company.<br />

The Company concluded put option agreements with key employees in the year 2004. The agreements allowed the employees to<br />

purchase shares in the Parent Company at market value from the Company. The employees have put option on the shares which allows<br />

them to sell them back to to Company according to clauses in the agreements. The total number of shares in question amounts to 15<br />

million (2005: 26 million) at the rate of ISK 6.4. The price of the put option amounts to € 853 thousand (2005: € 2,000 thousand) and<br />

therefore equity is reduced by this amount and a liability is recognized.<br />

28. Share premium<br />

Share premium represents excess of payments above nominal value (ISK 1 per share) that shareholders have paid for shares sold by the<br />

Company. According to <strong>Icelandic</strong> Companies Act, 25% of the nominal share capital must be held in reserve which can not be paid out<br />

as dividend to shareholders.<br />

29. Translation reserve<br />

The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign<br />

operations.<br />

30. Other reserves<br />

Other reserves are specified as follows:<br />

<strong>2006</strong> 2005<br />

Own shares sold with put options ........................................................................................ ( 852 ) ( 1,446 )<br />

Translation reserve ................................................................................................................ ( 12,085 ) 4,450<br />

Statutory reserve ................................................................................................................. __________ 373 __________ 373<br />

Other reserves total ............................................................................................................. ( __________ 12,564 ) __________ 3,377<br />

Earnings per share<br />

31. The calculation of basic earnings per share was based on the profit attributable to shareholders of the parent company and a weighted<br />

average number of shares outstanding during the year calculated as follows:<br />

Basic earnings per share:<br />

Loss for the year attributable to equity holders of the parent ............................................. ( __________ 11,373 ) ( __________ 15,092 )<br />

Shares at the beginning of the year ...................................................................................... 2,168,091 1,452,621<br />

Effect of purchased and sold own shares .............................................................................. 0 49,381<br />

Share increase in January, April and May <strong>2006</strong> / March 2005 .............................................. __________ 689,488 __________ 513,923<br />

Weighted average number of ordinary shares ...................................................................... __________ 2,857,579 __________ 2,015,925<br />

Loss per share of ISK 1 ........................................................................................................ ( 0.0040 ) ( 0.0075 )<br />

Diluted earnings per share is equal to basic earnings per share as the company has not entered into share options agreements and has<br />

no convertible loans.<br />

All amounts are in thousands of euro<br />

Notes to the Financial Statements<br />

73


74<br />

Notes to the Financial Statements<br />

Loans and borrowings<br />

32. Loans and borrowings are specified as follows:<br />

Non-current Current Currency<br />

<strong>2006</strong> liabilities liabilities Total<br />

EUR ................................................................................................................ 128,681 92,225 220,906<br />

USD ................................................................................................................ 11,375 127,230 138,605<br />

GBP ................................................................................................................ 92,424 36,256 128,680<br />

DKK ................................................................................................................ 13,913 11,089 25,002<br />

JPY ................................................................................................................ 3,930 17,945 21,875<br />

CHF ................................................................................................................ 802 11,140 11,942<br />

CAD ................................................................................................................ 0 8,567 8,567<br />

NOK ........................................................................................................... 0 3,370 3,370<br />

ISK ........................................................................................................... 1,697 84 1,781<br />

SEK ........................................................................................................... __________ 0 __________ 1,484 __________ 1,484<br />

Loans and borrowings, total ........................................................................ 252,822 309,390 562,212<br />

Current maturities of non-current liabilities ................................................ ( __________ 33,070 ) __________ 33,070 __________ 0<br />

Loans and borrowings according to the balance sheet ................................ __________ 219,752 __________ 342,460 __________ 562,212<br />

2005<br />

USD ........................................................................................................... 48,637 117,184 165,821<br />

GBP ........................................................................................................... 96,141 33,978 130,119<br />

EUR ........................................................................................................... 7,516 63,807 71,323<br />

JPY ........................................................................................................... 336 30,326 30,662<br />

ISK ........................................................................................................... 2,867 17,036 19,903<br />

CAD ........................................................................................................... 0 9,075 9,075<br />

CHF ........................................................................................................... 335 2,765 3,100<br />

NOK ........................................................................................................... 0 2,631 2,631<br />

SEK ........................................................................................................... __________ 0 __________ 1,424 __________ 1,424<br />

Loans and borrowings, total ....................................................................... 155,832 278,226 434,058<br />

Current maturities of non-current liabilities ................................................. ( __________ 18,190 ) __________ 18,190 __________ 0<br />

Loans and borrowings according to the balance sheet ............................... __________ 137,642 __________ 296,416 __________ 434,058<br />

33. Non-current loans and borrowings are payable as follows:<br />

<strong>2006</strong> 2005<br />

Year <strong>2006</strong> ........................................................................................................................... - 18,190<br />

Year 2007 ........................................................................................................................... 33,070 12,157<br />

Year 2008 ........................................................................................................................... 14,837 18,320<br />

Year 2009 ........................................................................................................................... 27,742 23,696<br />

Year 2010 ........................................................................................................................... 63,721 21,288<br />

Year 2011 ........................................................................................................................... 40,654 21,288<br />

Subsequent .......................................................................................................................... __________ 72,798 __________ 40,893<br />

Non-current loans and borrowings including current maturities .......................................... __________ 252,822 __________ 155,832<br />

All amounts are in thousands of euro


Deferred tax asset and liabilities<br />

34. Deferred tax asset and liabilities are specified as follows:<br />

Deferred tax Deferred tax<br />

assets liability Total<br />

Balance at 1.1.2005 .................................................................................... 0 3,122 3,122<br />

Deferred tax liability acquired ...................................................................... 0 3,144 3,144<br />

Income tax .................................................................................................. ( 1,283 ) ( 2,952) ( 4,235)<br />

Income tax payable <strong>2006</strong> on 2005 activities ............................................... 0 ( 631 ) ( 631 )<br />

Exchange rate difference, prepaid tax and other changes ........................... ( __________ 113 ) __________ 2,513 __________ 2,400<br />

Balance at 31.12.2005 ................................................................................. ( 1,396 ) 5,196 3,800<br />

Deferred tax liability acquired ..................................................................... 0 7,646 7,646<br />

Income tax .................................................................................................. ( 8,309 ) 1,191 ( 7,118 )<br />

Income tax payable 2007 on <strong>2006</strong> activities ............................................... 0 ( 3,912 ) ( 3,912 )<br />

Exchange rate difference, prepaid tax and other changes ........................... ( __________ 42 ) ( __________ 1,691 ) ( __________ 1,733 )<br />

Balance at 31.12.<strong>2006</strong> ................................................................................ ( __________ 9,747 ) __________ 8,430 ( __________ 1,317 )<br />

The deferred income tax liability is attributable to the following items:<br />

<strong>2006</strong> 2005<br />

Property, plant and equipment ............................................................................................ 9,335 7,464<br />

Intangible assets .................................................................................................................. 2,856 3,249<br />

Shares in other companies ................................................................................................... 0 ( 671 )<br />

Tax losses carried forward .................................................................................................... ( 8,830 ) ( 5,558 )<br />

Other items ........................................................................................................................... ( __________ 4,678 ) ( __________ 684 )<br />

Net income tax (asset) liability at year-end ......................................................................... ( __________ 1,317 ) __________ 3,800<br />

Restructuring<br />

35. <strong>Icelandic</strong> USA Inc., subsidiary of <strong>Icelandic</strong> <strong>Group</strong>, has decided to close the company’s Cambridge, Maryland, production facility by year<br />

end 2007. The decision to close the plant is based on its ability to fill projected product manufacturing and distribution needs using the<br />

company’s Newport News, Virginia, production facility and a newly completed distribution center also located in Newport News.<br />

Looking to the future, the closure is expected to provide critical production and distribution efficiencies. € 12,733 thousand is charged<br />

to the income statement. The closing will result in a much improved cost structure for <strong>Icelandic</strong> USA.<br />

The production of frozen products has been transferred to Pickenpack Gelmer, France, from Coldwater Seafood UK in Grimsby, which<br />

from now on will specialise in the manufacture of chilled and frozen ready meals. Due to the restructuring of Coldwater € 1,614<br />

thousand has been charged to the income statement.<br />

<strong>Icelandic</strong> France SAS has gone through a restructuring process in the year <strong>2006</strong>. The company had three offices in France; in Paris,<br />

Evry and Marseille. A decision was made to close all offices and move the operation solely to Paris. Cost due to the closures as well as<br />

inventory write down amount to 2,800 thousand in the year <strong>2006</strong>.<br />

Trade and other payables<br />

36. Trade and other payables are specified as follows:<br />

<strong>2006</strong> 2005<br />

Trade payables ..................................................................................................................... 114,710 102,363<br />

Taxes for the year ................................................................................................................. 256 631<br />

Other payables .................................................................................................................... __________ 44,901 __________ 31,427<br />

Total trade and other payables ........................................................................................... __________ 159,867 __________ 134,421<br />

All amounts are in thousands of euro<br />

Notes to the Financial Statements<br />

75


76<br />

Notes to the Financial Statements<br />

Risk management<br />

37. Risk due to inventories, receivables, interest rate and currency risk is a part of normal operations of the <strong>Group</strong>’s. Derivative financial<br />

instruments are used to hedge exposure to fluctuations in foreign exchange rates and interest rates.<br />

Inventory risk<br />

Management constantly monitors the ageing and the market value of inventories. Inventories are regularly valued at net realisable<br />

value.<br />

Credit risk<br />

Management monitors credit risk on an ongoing basis. Credit evaluations are performed periodically and necessary provisions are<br />

recognized if believed that receivables are not collectible.<br />

Foreign currency risk<br />

The Company´s policy is to limit its foreign currency risk by having each group company conducting their currency combinations of<br />

assets and liabilities according to the cash flows from operating activities.<br />

Interest rate risk<br />

Part of the <strong>Group</strong> long-term interest rates have been fixed by using financial derivatives.<br />

Financial instruments and fair values<br />

38. The fair values of financial assets and liabilities is not significantly different than the carrying amounts shown in the balance sheet.<br />

Statement of Cash Flows<br />

39. Changes in operating assets and liabilities in the statement of cash flows are specified as follows:<br />

<strong>2006</strong> 2005<br />

Inventories, increase ............................................................................................................. ( 17,844 ) ( 8,393 )<br />

Trade and other receivables, decrease ................................................................................. 15,170 11,371<br />

Trade and other payables, (decrease) increase .................................................................... ( __________ 42,630 ) __________ 20,341<br />

Net changes in working capital ............................................................................................ ( __________ 45,304 ) __________ 23,319<br />

40. Cash flows from operating activities are specified as follows:<br />

Loss for the year ..................................................................................................................<br />

Difference between loss and cash flows from operations:<br />

( 11,423 ) ( 15,092 )<br />

Profit (loss) from sales of assets ........................................................................................ ( 3,857 ) 719<br />

Depreciations, amortisation and impairment losses .......................................................... 31,482 13,963<br />

Profit of equity accounted investees ................................................................................ ( 700 ) ( 154 )<br />

Income tax ........................................................................................................................ ( 12,784 ) ( 4,890 )<br />

Other items ...................................................................................................................... ( __________ 3,823 ) __________ 1,733<br />

Net changes in working capital ......................................................................................... ( __________ 1,105 ) ( __________ 3,721 )<br />

41. Investing and financing activities not affecting cash flows:<br />

Investments in subsidiaries .................................................................................................. ( 104,496 ) ( 82,660 )<br />

Issue of share capital ........................................................................................................... 86,852 82,660<br />

Short-term borrowings .......................................................................................................... 17,644 0<br />

All amounts are in thousands of euro


Related parties<br />

42. Identity of related parties<br />

The <strong>Group</strong> has a related party relationship with its subsidiaries, associates, and with its directors and executive officers.<br />

Transactions with key management personnel<br />

Directors of the Company and their relatives control 20.5% of the voting shares of the Company. Members of the <strong>Group</strong>’s key<br />

management hold options to sell 15 million (2005: 29 million) shares to the Company.<br />

Other related party transactions<br />

Associates<br />

During the year ended 31 December <strong>2006</strong>, associates purchased goods from the <strong>Group</strong> in the amount of € 843 thousand (2005: € 821<br />

thousand) and at 31 December <strong>2006</strong> associates owed the <strong>Group</strong> € 3,931 thousand (2005: € 2,108 thousand) and the <strong>Group</strong> owed<br />

associates € 898 thousand (2005: € 1,705 thousand). The <strong>Group</strong> purchased goods and services from associates in the amount of €<br />

10,356 thousand (2005: € 8,650 thousand). Transactions with associates are priced on an arm’s length basis. During the year ended<br />

31 December <strong>2006</strong>, the associated companies paid no dividend (2005: € 26 thousand) to the <strong>Group</strong>.<br />

<strong>Group</strong> entities<br />

43. Subsidiaries numbered 33 at year-end (2005: 26) and are all included in the consolidated financial statements. They are:<br />

Share Share<br />

Coldwater Seafood (UK) Ltd., UK .......................... 100% <strong>Icelandic</strong> UK Ltd., UK ........................... 100%<br />

Dalian Three Star Seafood Co. Ltd. China ............. 98% <strong>Icelandic</strong> USA Inc., USA ......................... 100%<br />

Danberg ehf., Iceland ........................................... 100% IFP Trading Ltd., UK ............................. 100%<br />

Ecomsa S.A., Spain ................................................. 100% Jeka Fish AS, Denmark .......................... 100%<br />

Fiskval ehf., Iceland .............................................. 100% Marinus ehf., Iceland ............................. 100%<br />

Gadus B.V., The Netherlands ................................ 100% OTO L.L.C., USA ................................... 100%<br />

<strong>Icelandic</strong> Asia Inc., S-Korea .................................... 100% Pickenpack Assets GmbH, Germany ...... 100%<br />

<strong>Icelandic</strong> China Trading Co. Ltd., China ................. 100% Pickenpack Gelmer SAS, France ............ 100%<br />

<strong>Icelandic</strong> France S.A.S., France .............................. 100% Pickenpack H&H GmbH, Germany ........ 100%<br />

<strong>Icelandic</strong> <strong>Group</strong> UK Ltd., UK ................................. 100% Pickenpack H&H S.a.r.l., France ........... 100%<br />

<strong>Icelandic</strong> Holding Germany GmbH, Germany ......... 100% Seachill Ltd., UK ................................... 100%<br />

<strong>Icelandic</strong> Iberica S.A., Spain ................................... 100% Sjóvík ehf. (Blue-Ice), Iceland ............... 100%<br />

<strong>Icelandic</strong> Japan K.K., Japan .................................. 100% Unifish ehf. a.v., Iceland ....................... 100%<br />

<strong>Icelandic</strong> Norway AS, Norway ................................ 100% VGI ehf., Iceland .................................. 100%<br />

<strong>Icelandic</strong> Northwest Inc., USA ............................... 85% Verwaltungg. HFP GmbH, Germany ...... 100%<br />

<strong>Icelandic</strong> Scandinavia ApS, Denmark ..................... 100% Westfalia-Strenz F. GmbH, Germany ..... 100%<br />

<strong>Icelandic</strong> Services ehf., Iceland .............................. 100%<br />

<strong>Icelandic</strong> Germany GmbH was merged with Pickenpack Hussmann & Hahn Seafood GmbH as of 1 September <strong>2006</strong>.<br />

The name of Saltur Holding ApS was changed to <strong>Icelandic</strong> Scandinavia ApS during the period.<br />

Other issues<br />

44. The Board of Directors of <strong>Icelandic</strong> <strong>Group</strong> Plc. emhasizes on maintaining good corporate governance according to the guidelines issue<br />

by the <strong>Icelandic</strong> Stock Exchange. The Board of Directors has set guidelines regarding corporate governance with regard to its operations<br />

laying down the sphere of competence of the board of directors and its scope of work vis-à-vis the managing director. These<br />

guidelines contain i.a. rules regarding the procedure at Board meetings, rules regarding the competence of directors to participate in<br />

discussion and handling matters, confidentiality rules, rules regarding the divulging of information by the managing director to the<br />

directors etc. The guidelines include specific clauses with reference to rules on insider trading and the treatment of insider information<br />

All amounts are in thousands of euro<br />

Notes to the Financial Statements<br />

77


78<br />

Notes to the Financial Statements<br />

44. continued<br />

according to laws on securities trading, the rules of the Financial Supervisory Authorities in Iceland and internal Company rules. The<br />

Board’s guidelines also include detailed clauses regarding the flow of information to the Board and performance measurement in<br />

accordance with article 2.3. in the guidelines issued by the <strong>Icelandic</strong> Stock Exchange.<br />

Minority of the board members of the company is considered independent towards the Company as defined by the <strong>Icelandic</strong> Stock<br />

Exchange, article 2.6. Minority of the board members is also independent of large shareholders in the Company according to article<br />

2.5.<br />

No sub-committees are organised with the Company’s board of directors.<br />

A formal share option programme has not been put in place and therefore such a programme has not been approved by shareholders<br />

meeting. During the year 2004 the board of directors decided to sell shares in the Company at market price but with a put option to<br />

several of the Company´s key management. As this transaction was directed at specific individuals but not a part of a general share<br />

option scheme, as according to article 3.1.B.2. in the <strong>Icelandic</strong> Stock Exchange guidelines.<br />

In light of the above-mentioned it is clear that operations of <strong>Icelandic</strong> <strong>Group</strong> Plc. is not in full coordination with the guidelines issued<br />

by the <strong>Icelandic</strong> Stock Exchange regarding corporate governance.<br />

Financial Ratios<br />

45. Financial ratios for the consolidated financial statements:<br />

<strong>2006</strong> 2005<br />

Current ratio ........................................................................................................................ 0.99 0.96<br />

Equity ratio .......................................................................................................................... 19.4% 16.9%<br />

Return on equity .................................................................................................................. ( 5.70% ) ( 14.0% )<br />

Internal value ....................................................................................................................... 4.77 4.23<br />

Change in price per share from the beginning of the year ................................................... ( 20.8% ) 11.6%<br />

Price per share (ISK) ............................................................................................................. 7.60 9.60<br />

Market value of the company .............................................................................................. 233,054 279.407<br />

EBITDA ................................................................................................................................ 36,946 16,222<br />

EBITDA ratio ........................................................................................................................ 2.5% 1.4%<br />

All amounts are in thousands of euro


Design and layout: Hvita husid. Printing: Prentmet<br />

ICELANDIC GROUP PLC<br />

Borgartún 27, 105 Reykjavík, Iceland<br />

Tel: +354 560 7800<br />

Fax: +354 562 1252<br />

E-mail: info@icelandic.is<br />

www.icelandic.is<br />

BLUE ICE LTD / SJÓVÍK EHF<br />

Borgartún 27, 105 Reykjavík, Iceland<br />

Tel: +354 590 0870<br />

Fax: +354 590 0866<br />

Email: blueice@blueice.is<br />

COLDWATER SEAFOOD (UK) LTD<br />

Main office: Estate Road, No.2, South Humberside,<br />

Industrial Estate, Grimsby DN31 2TG, England<br />

Tel: +44 1472 321 100<br />

Fax: +44 1472 321 220<br />

E-mail: sales@coldwater.co.uk<br />

DALIAN THREE STAR SEAFOOD CO. LTD<br />

31 Taihang Street, Dalian, China<br />

Tel : 86 411 89318 988<br />

Fax : 86 411 89318 988<br />

E-mail: blueice@blueice.is<br />

FISKVAL LTD<br />

Idavellir 13, 230 Keflavík, Iceland<br />

Tel: +354 421 4815<br />

Fax: +354 421 7815<br />

E-mail: fiskval@fiskval.is<br />

ICELANDIC ASIA INC<br />

Post Code: 602-030, 2F, Asia Coldstorage, No.736,<br />

Amnam-Dong, Seo-Ku, Pusan, S-Korea<br />

Tel: +82 51 712 3300~20<br />

Fax: +82 51 638 8016~7<br />

E- mail: blueice@blueice.is<br />

ICELANDIC CHINA TRADING CO. LTD<br />

New World Cyber Port Zhao Yin Tower<br />

1109 Xiang Gang Zhonglu 36, Qingdao China<br />

Tel: +86 532 8667 9860/61/62/63<br />

Fax: +86 532 8667 9866<br />

E-mail: blueice@blueice.is<br />

ICELANDIC FRANCE<br />

11 Boulevard Malesherbes, 75008 PARIS, France<br />

Tel. + 33 (0) 1 55 27 05 00<br />

Fax + 33 (0) 1 55 27 05 01<br />

E-mail: info@icelandic.fr<br />

ICELANDIC IBERICA SA<br />

C/Bergueda, Prima Muntadas,<br />

08820 El Prat de Llobregat, Barcelona, Spain<br />

Tel: +34 93 478 80 00<br />

Fax Barcelona: +34 93 478 80 01<br />

Fax Vigo: +34 986 45 35 25<br />

E-mail: iberica@icelandic.is<br />

ICELANDIC JAPAN KK<br />

Landic Toranomon Bldg. 6F, 3-7-10 Toranomon,<br />

Minato-ku, Tokyo 105-0001, Japan<br />

Tel: +81 3 5472 0450<br />

Fax: +81 3 5472 0451<br />

E-mail: ifp.japan@icelandic.is<br />

ICELANDIC NORTHWEST INC<br />

14615 NE North Woodinville Way, Suite 207,<br />

P.O. Box 611, Woodinville, WA 98072, USA<br />

Tel: +1 425 398 9246<br />

Fax: +1 425 398 9252<br />

E-mail: ptrost@icelandic.com<br />

ICELANDIC NORWAY AS<br />

Beddingen 14, 7014 Trondheim, Norway<br />

Tel: +47 7387 9200<br />

Fax: +47 7387 9201<br />

E-mail: icelandic@icelandic.no<br />

ICELANDIC SERVICES LTD<br />

Borgartún 27, 105 Reykjavik, Iceland<br />

Tel: +354 560 7800<br />

Fax: +354 562 9163<br />

E-mail: icelandic@icelandic.is<br />

ICELANDIC SERVICES ROTTERDAM /GADUS BV<br />

P.O.Box 880, 3160 AB Rhoon<br />

Visiting Address: Abel Tasmanstraat 1 (2nd floor),<br />

3165 AM Rotterdam, The Netherlands<br />

Tel: +31 10283 9350<br />

Fax: +31 10283 9349<br />

E-mail: icelandic@icelandic.nl<br />

ICELANDIC SEAFOOD THAILAND CO. LTD.<br />

Galaxy Place Bldg, 5th Fl, Room 5/5,<br />

149 Nonsee Road, Chong Nonsee,<br />

Yannawa, Bangkok 10120, Thailand<br />

Tel: +66 2 681 2250/1<br />

Fax: +66 2 681 2252<br />

E-mail: blueice@blueice.is<br />

ICELANDIC UK LTD<br />

Estate Road, No.2, South Humberside Industrial Estate,<br />

Grimsby DN31 2TG, England<br />

Tel: +44 1472 582 900<br />

Fax: +44 1472 582 920<br />

E-mail: iuk@icelandic.is<br />

ICELANDIC USA INC<br />

190 Enterprise Drive, Newport News,<br />

Virginia 23603, USA<br />

Tel: +1 757 820 4000<br />

Fax: +1 757 888 6250<br />

E-mail: icelandic@icelandic.com<br />

JEKA FISH A/S<br />

Havnen 70, 7630 Lemvig, Denmark<br />

Tel: +45 9781 1700<br />

Fax: +45 97 81 1701<br />

E-mail: jekafish@jekafish.dk<br />

MARINUS SEAFOOD<br />

Borgartún 27, 105 Reykjavík, Iceland<br />

Tel: +354 540 7750<br />

Fax: +354 540 7755<br />

OCEAN TO OCEAN<br />

(Canada & USA)<br />

423 Lynnhaven Road, Suite 107,<br />

Virginia Beach, VA 23452, USA<br />

Tel: +1 757 893 9200<br />

Fax: +1 757 893 9227<br />

E-mail: icelandic@icelandic.com<br />

PICKENPACK GELMER SAS<br />

Z.l de la Trésorerie, Rue Jean Gutenberg, B.P. 49,<br />

F-62126 Wimille, France<br />

Tel: +33 321 87 95 00<br />

Fax: +33 321 87 95 09<br />

E-mail: info@pickenpack.fr<br />

PICKENPACK - HUSSMANN & HAHN SEAFOOD GmbH<br />

Lüner Rennbahn 9, 21339 Lüneburg, Germany<br />

Tel: +49 4131 987 339<br />

Fax: +49 4131 987 788<br />

E-mail: info@phhs.de<br />

SEACHILL LTD<br />

Laforey Road, Great Grimsby Business Park, Grimsby,<br />

NE Lincolnshire DN37 9TG, England<br />

Tel: +44 1472 502 300<br />

Fax: +44 1472 502 346<br />

E-mail: Sales@seachill.co.uk / buyer@seachill.co.uk<br />

VGI Ltd.<br />

Austurhraun 7, 210 Gardabær, Iceland<br />

Tel: +354 575 8000<br />

Fax: +353 575 8001<br />

E-mail: vgi@vgi.is


Borgartún 27<br />

105 Reykjavík, Iceland<br />

Tel +354 560 7800<br />

Fax +354 562 1252<br />

www.icelandic.is

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