ALBA Group Europe plcLiquidated

ALBA Group Europe plc

Berlin

Jahresabschluss zum Geschäftsjahr vom 01.01.2012 bis zum 31.12.2012

Directors' report and financial statements 31 December 2012

Registered number 07468014

Contents

Company information

Directors' report

Statement of directors' responsibilities in respect of the directors' report and the financial statements

Independent auditors' report to the members ALBA Group Europe plc

Profit and loss account

Balance sheet

Cash flow statement

Reconciliation of net cash flow to movement in net funds

Notes

Company information

Directors' report

The directors present their report and the financial statements for the period ended 31 December 2012.

Principal activities

The company's principal activity is the provision of management services to entities in the ALBA Group plc & Co group of companies. It is also an unlimited general partner of the ALBA Group plc & Co KG, Berlin.

Business review

The company was formed on 13 December 2010. 50,000 £1 ordinary shares were issued during the prior period at par and are included in the financial statements at the historic exchange rate of €58,270. During the period, it received management fee income and incurred administrative costs. No dividends were paid and none are proposed for the accounting period under review

The company does not have any employees other than its directors.

Results

The loss for the period, after taxation, amounted to €1,723 (2011: Profit of €839).

Directors

The directors who served during the period were:

Principal risks and uncertainties

Financial risk

The company's sole source of income arises from charges made to ALBA Group plc & Co KG for acting as general partner. Should the company stop acting as general partner in the company it will have no other continuing source of income.

Operational risk

As the general partner in ALBA Group plc & Co KG, the company has taken on an unlimited corporate liability to that company. Should any liability arise as a result of this appointment, then the company could be liable for unlimited legal claims against it.

Future developments

In the opinion of the directors, the company will continue its principal activity and no changes to this are expected in the foreseeable future.

Company's policy for payment of creditors

It is the company's policy to pay its creditors within 30 days of receipt of a valid invoice.

Provision of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that

Auditors

The auditors, Ernst & Young LLP, resigned during the year and KPMG LLP were appointed. Pursuant to section 487 of the Companies Act 2006, the auditors will be deemed to be reappointed and KPMG LLP will therefore continue in office.

This report was approved by the board on 19 April 2013 and signed on its behalf by

Statement of directors' responsibilities in respect of the directors' report and the financial statements

The directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law they have elected to prepare the financial statements in accordance with UK Accounting Standards and applicable law (UK Generally Accepted Accounting Practice).

Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the company and to prevent and detect fraud and other irregularities.

Independent auditors' report to the members ALBA Group Europe plc

We have audited the financial statements of ALBA Group Europe plc for the year ended 31 December 2012 set out on pages 6 to 12. The financial reporting framework that has been applied in their preparation is applicable law and UK Accounting Standards (UK Generally Accepted Accounting Practice).

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

Respective responsibilities of directors and auditors

As explained more fully in the Directors' Responsibilities Statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit, and express an opinion on, the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's (APB's) Ethical Standards for Auditors.

Scope of the audit of the financial statements

A description of the scope of an audit of financial statements is provided on the Financial Reporting Council's web-site at www.frc.org.uk/auditscopeukprivate.

Opinion on financial statements

In our opinion the financial statements:

Opinion on other matter prescribed by the Companies Act 2006

In our opinion the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements.

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

(Senior Statutory Auditor)

for and on behalf of KPMG LLP, Statutory Auditor Chartered Accountants One Snowhill Snow Hill Queensway Birmingham B4 6GH

Profit and loss account for the year ended 31. December 2012

In both the current and preceding year, the company made no material acquisitions and had no discontinued operations.

There were no recognised gains or losses in either the current or preceding year other than those disclosed in the profit and loss account, and therefore no separate statement of total recognised gains and losses has been presented.

There is no material difference between the result reported in the profit and loss account and the result on an unmodified historical cost basis.

Balance sheet as at 31. December 2012

The financial statements were approved by the board and authorised for issue on 19 April 2013 and signed on its behalf by:

Company registered number : 07468014

Cash flow statement for the year ended 31. December 2012

Reconciliation of net cash flow to movement in net funds for the year ended 31. December 2012

Notes (forming part of the financial statements)

1 Accounting policies

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention and in accordance with applicable accounting standards.

The financial statements have been prepared in Euro. The European Central Bank year end exchange rate was GBP 0.8161 to the Euro.

Content of the financial statements

The company is the sole general partner of ALBA Group plc & Co KG and may be deemed under the Companies Act 2006 to be the parent company of that group. It is also a member of the Partners' Committee established under a partnership agreement drawn up by that company. Under the terms of that agreement, the general partner has the power to direct the normal day to day conduct of the business.

However all but the normal day to day operating decisions of the company must be decided by the Partners' Committee and its decisions must be unanimous. Additionally the company has no ownership rights or rights to any of the assets or liabilities of ALBA Group plc & Co KG or any of its subsidiaries.

The lack of any ownership rights and the restrictions over the company's powers as general partner and oversight by the Partners' Committee mean that the directors do not consider that the company is required to prepare consolidated financial statements on the basis that it does not control ALBA Group plc & Co KG. These financial statements therefore incorporate only the results of the company.

2 Other operating income

3 Auditors' remuneration

4 Staff costs

The company has no employees other than the directors, who did not receive any remuneration.

5 Taxation

The tax assessed for the period is higher (2011: lower) than the standard rate of corporation tax in the UK of 24.50% (2011: 26.50%). The differences are explained below

Factors that may affect future tax charges

The company is not resident in the UK for tax purposes and is not subject to UK tax. Profits arising from its operations in Germany will be taxed under that country's tax legislation.

6 Debtors

7 Creditors: amounts falling due within one year

8 Share capital

9 Reserves

10 Reconciliation of movement in shareholders' funds

11 Net cash flow from operating activities

12 Analysis of cash flows for headings netted in cash flow statement

13 Analysis of changes in net funds

14 Contingent liabilities

The company is jointly liable for a syndicated loan advanced to ALBA Group plc & Co KG. The loan was valued at €259,704,000 as at 31 December 2012 (2011: €211,400,000). The company has also pledged its limited partner interests in ALBA Group plc & Co KG and all receivables as security for this debt.

The company is also jointly and severally liable for a bond issued by ALBA Group plc & Co KG with a nominal amount of €203,000,000 (2011 : €203,000,000). The bond is due for repayment in 2017.

15 Related party transactions

During the period, the company charged management fees of €10,000 (2011: €10,000) to ALBA Group Europe plc & Co KG At the period end this amount, plus VAT of €1,900 (2011: €1,900) was outstanding in full and is included in debtors.

During the period, ALBA Group plc & Co KG paid expenses totalling €12,901 (2011: €1,912) on behalf of the company. This amount was outstanding at the period end and is included within creditors due within one year.

The company is the general partner of ALBA Group plc & Co KG and ALBA Group Europe plc & Co KG is a subsidiary of that company.

16 Controlling party

The company is controlled by Dr Eric Schweitzer and Dr Axel Schweitzer.